Majestic Announces Cancellation of Intercompany Debt

MAJESTIC ANNOUNCES CANCELLATION OF INTERCOMPANY DEBT

Vancouver, British Columbia - June 15, 2020 - Majestic Gold Corp. ("Majestic" or the "Company") (TSX-V: MJS)

announces that it has cancelled intercorporate debt (the " Debt Cancellation ") in the total aggregate amount of

CAD$62,073,046 (the " Debt") owed to the Company by its 94% owned subsidiary, Sinogold Resources Holdings

Group Co., Ltd. (" Sinogold"). Since Sinogold is a subsidiary of the Company, the Consolidated Statements of

Financial Position of the Company do not present the intercompany loans as the loan receivable of the parent company

is a loan payable of the subsidiary which offset and eliminate against each other on the Consolidated Statements of

Financial Position with any currency exchange differences recorded to foreign exchange translation reserves on the

Consolidated Statements of Changes in Equity. The Company has determined the Debt Cancellation will not have any

material effect on the Company's business and affairs.

Sinogold is a related party to the Company because it is a subsidiary of the Company, but since it is 94% owned

(instead of 100% owned), it is a "related party transaction" pursuant to Multilateral Instrument 61-101—Protection of

Minority Security Holders in Special Transactions ("MI 61 -101"). Consequently, the Company is obligated to

announce the Debt Cancellation under MI 61-101 which was formalized in an agreement between the Company and

Sinogold dated June 4, 2020 pursuant to which the Company agreed to cancel the Debt in exchange for a mut ual

release between the companies, subject to approval of the directors of each of the companies, approval of the TSX

Venture Exchange (the "Exchange"), and written approval of arm's length shareholders holding a total aggregate of

at least 50% of the common shares of the Company in accordance with the policies of the Exchange.

The board of directors of the Company have unanimously approved of the proposed Debt Cancellation, which was

also approved in writing by the arm's length shareholders holding at least 50% of the common shares of the Company.

Likewise, the Company has also received conditional approval from the Exchange dated June 8, 2020 for approval of

the Debt Cancellation. As a result of the Debt Cancellation, there is no change in the percentage ownership of the

Company by anyone. The Company is disclosing the Debt Cancellation less than 21 days before the Debt Cancellation

because there is no reason to wait longer to improve the Company's internal accounting. In addition, there has been

no formal valuation in respect of the Company and the Debt Cancellation, which would be unnecessary for such an

internal accounting matter. Under MI 61- 101, the Debt Cancellation is exempt from formal valuation requirements

under section 5.4 of MI 61- 101 and the minority shareholder approval requirements under section 5.6 of MI 61- 101

because pursuant to sections 5.5(e) and 5.7(c) of MI 61- 101, it is a transaction supported by arm's length control

persons.

About Majestic Gold Corp.

Currently focused mainly in China, Majestic Gold Corp. is a British Columbia based company engaged in commercial

gold production at the Songjiagou Gold Mine in eastern Shandong Province, China and also has an option to acquire

51% ownership of a gold exploration project in Western Australia known as the Fair Adelaide East Project (the "FAE

Project"). The FAE Project is located near Kalgoorie -Boulder City, Western Australia, 520 km northeast of Perth,

Australia, and is comprised of 8 contiguous prospecting license tenements covering 1,321.82 hectares, and is further

described in a current geological technical report dated February 21, 2020 prepared by SRK Consulting on behalf of

Majestic and filed on SEDAR. Additional information on the Company and its projects is available under the

Company's profile at www.sedar.com and on the Company's website at www.majesticgold.com.

306 - 1688 152nd Street

Surrey, British Columbia

Canada, V4A 4N2

Telephone: 604-560-9060

Facsimile: 604-560-9062

Email: [email protected]

For further information, please contact:

Stephen Kenwood, P.Geo., President and CEO

Telephone: (604) 560-9060

Email: [email protected]

www.majesticgold.com

FORWARD LOOKING INFORMATION

Certain statements contained in this press release constitute forward -looking information. These statements relate to

future events or future performance. The use of the word, “will” and similar expressions and statements relating to

matters that are not h istorical facts are intended to identify forward -looking information and are based on the

Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results

may differ materially.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set

out in forward-looking information. Those assumptions and factors are based on information currently available to the

Company. The Company cautions the reader that the above list of risk factors is not exhaustive. Those assumptions

and factors are based on information currently available to the Company. The forward-looking information contained

in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking

information, whether as a result of new information, future events or otherwise, except as required by applicable

securities laws, or as otherwise may be disclosed in this news release. Becau se of the risks, uncertainties and

assumptions contained herein, investors should not place undue reliance on forward- looking information. The

foregoing statements expressly qualify any forward-looking information contained herein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply

with this restriction may constitute a violation of U.S. securities laws.