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MJS.V ·

Majestic GOLD Corp. Announces Private Placement

Financings

306–1688 152nd Street, Surrey, BC V4A 4N2 | T: +1 (604) 560-9060 | F: +1 (604) 560-9062 | www.majesticgold.com

MAJESTIC GOLD CORP. ANNOUNCES PRIVATE PLACEMENT

Vancouver, British Columbia - January 25, 2018 - Majestic Gold Corp. (“Majestic” or the

“Company”) (TSX.V: MJS, FSE: A0BK1D) announces that it is proposing to sell by way of a non -

brokered private placement up to 66.7 million common shares (the “Offering”) at a price of C$0.15 per

common share for gross proceeds of up to C$10,000,000 (the “Offering”).

Currently focused solely in China, M ajestic is a British Columbia based company engaged in

commercial gold production at the Songjiagou Gold Mine in eastern Shandong Province, China.

Majestic holds a 70.5% interest in the Songjiagou Mine through a Chinese subsidiary.

All securities issued pursuant to the Offering will be subject to a four -month hold period from the closing date.

The proceeds from the Offering will be used for general working capital, to advance the Company’s projects, and

to fund possible acquisitions. The Company also wi shes to explore direct financing of its Chinese subsidiary

through an Asian Market facility, with a possible separate listing of the Subsidiary’s shares on an Asian

exchange.

The Company has agreed to pay a Finder’s Fee in respect of the Offering to one or more arm’s length

parties, equivalent to 5% of the private placement proceeds, payable in shares issued on the same terms

as the Offering. The private placement is subject to certain conditions including, but not limited to, the

receipt of all necessary approvals including the approval of the TSXV.

Additional information on the Company and its projects is available at www.sedar.com and on the

Company’s website at www.majesticgold.com.

For further information, please contact:

Stephen Kenwood, P. Geo., President, CEO & Director

Telephone: (604) 560-9060

Email: [email protected]

Website www.majesticgold.com

Cautionary Notes

Certain statements contained herein may constitute forward‐looking statements and are made

pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act

of 1995 and Canadian securities laws. Forwar d‐looking statements are statements which relate to

future events. Such statements include estimates, forecasts and statements as to management's

expectations with respect to, among other things, business and financial prospects, financial

multiples and ac cretion estimates, future trends, plans, strategies, objectives and expectations,

including with respect to production, exploration drilling, reserves and resources, exploitation

activities and events or future operations. Information inferred from the int erpretation of drilling

results and information concerning mineral resource estimates may also be deemed to be forward -

looking statements, as it constitutes a prediction of what might be found to be present when, and if,

a project is actually developed.

306–1688 152nd Street, Surrey, BC V4A 4N2 | T: +1 (604) 560-9060 | F: +1 (604) 560-9062 | www.majesticgold.com

In some cases, you can identify forward‐looking statements by terminology such as "may", "should",

"expects", "plans, "anticipates", believes", "estimates", "predicts", "potential", or "continue" or the

negative of these terms or other comparable terminology. These statements are only predictions and

involve known and unknown risks, uncertainties and other factors that may cause our or our

industry's actual results, level of activity, performance or achievements to be materially different

from any future res ults, levels of activity, performance, or achievements expressed or implied by

these forward‐looking statements.

While these forward‐looking statements, and any assumptions upon which they are based, are made

in good faith and reflect our current judgment regarding the direction of our business, actual results

will almost always vary, sometimes materially, from any estimates, predictions, projections,

assumptions or other future performance suggestions herein. Except as required by applicable law,

Majestic Gold does not intend to update any forward‐looking statements to conform these

statements to actual results