Form SCHEDULE 13G MAYFAIR GOLD CORP. Filed by: Oaktree Capital Holdings, LLC
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Mayfair Gold Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Oaktree Value Opportunities Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,210,987.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 67,138,496 common shares ("Common Shares") outstanding as of June 30, 2026, as reported in Exhibit 99.1 to the Issuer's 6-K filed with the SEC on August 12, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Oaktree London Liquid Value Opportunities Fund (VOF), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,707.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 67,138,496 Common Shares outstanding as of June 30, 2026, as reported in Exhibit 99.1 to the Issuer's 6-K filed with the SEC on August 12, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Oaktree Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 67,138,496 Common Shares outstanding as of June 30, 2026, as reported in Exhibit 99.1 to the Issuer's 6-K filed with the SEC on August 12, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported percentage is calculated based on 67,138,496 Common Shares outstanding as of June 30, 2026, as reported in Exhibit 99.1 to the Issuer's 6-K filed with the SEC on August 12, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Mayfair Gold Corp. | |
| (b) | Address of issuer's principal executive offices:
489 McDougall Street, Matheson, Ontario, Canada P0K 1N0 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed by the entities listed below, who are collectively referred to herein as the "Reporting Persons":
(i) Oaktree Value Opportunities Fund, L.P. ("OVO Fund")
(ii) Oaktree London Liquid Value Opportunities Fund (VOF), L.P. ("VOF Fund")
(iii) Oaktree Capital Management, L.P. ("OCM")
(iv) Oaktree Capital Holdings, LLC ("OCH") | |
| (b) | Address or principal business office or, if none, residence:
333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071 | |
| (c) | Citizenship:
See response to row 4 on each cover page hereto. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on each cover page hereto.
The reported securities, which include 1,000,000 Common Shares acquired on August 19, 2026, are directly held by funds and accounts managed by OCM, including OVO Fund and VOF Fund. OCH is the sole managing member of the general partner of OCM. Accordingly, each of OCM and OCH may be deemed to share voting and dispositive power with respect to the reported securities.
The filing of this Statement shall not be deemed an admission of beneficial ownership by any of the Reporting Persons for purposes of Section 13(d) or 13(g), or for any other purpose. | |
| (b) | Percent of class:
See response to row 11 on each cover page hereto. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See response to row 5 on each cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit A - Joint Filing Agreement, dated as of August 20, 2026, by and among the Reporting Persons. |
ATTACHMENTS / EXHIBITS