MAYFAIR GOLD CORP.

**3.**COMPOSITION

3.1The Committee will be comprised of three or more directors as determined by the Board, all of whom must be directors of the Company and whom shall meet the experience, financial literacy, and independence requirements of National Instrument 52-110 –Audit Committees, Rule 10A-3 under the Securities Exchange Act of 1934 and Sections 803A and 803B of the NYSE American LLC Company Guide and who otherwise satisfy the laws governing the Company.

3.2There will be no member of the Committee who has participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.

3.3The members of the Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Committee) by the Board. A Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Committee on ceasing to be a director.

3.4The Chairperson (the “Chair”) of the Committee will be appointed by the Board.

3.5 A majority of the members of the Committee must not be officers, employees or control persons of the Company or any of its associates or affiliates.