Majestic GOLD Corp. Announces Proposed Disposal of Mujin GOLD Project Interest
MAJESTIC GOLD CORP. ANNOUNCES PROPOSED DISPOSAL
OF MUJIN GOLD PROJECT INTEREST
Vancouver, British Columbia – August 26, 2026 – Majestic Gold Corp. (TSX.V: MJS, FSE: A0BK1D)
(“Majestic” or the “ Company”) announces that its 58.75% -owned Hong Kong Stock Exchange -listed
subsidiary, Persistence Gold Group Ltd. (“Persistence”) (HKEX: 2489), and a wholly-owned subsidiary of
Persistence have entered into two equity transfer agreements for the proposed disposal of Persistence group’s
entire indirect 52% interest in Yantai City Mujin Mining Company Limited (“Yantai Mujin”), together with
related shareholder loans, for aggregate consideration of approximately US$25.9 million ( RMB174.0
million) (the “Transaction”).
Yantai Mujin owns and operates the Mu jin Gold Project in Yantai City, Shandong Province, China. The
Mujin Gold Project comprises the Denggezhuang Underground Gold Mine (“DGZ Mine”), the Houzhuang-
Heiniutai Underground Gold Mine (“HH Mine”) and the Chahe Underground Gold Mine (“CH Mine”).
Transaction Details
The Transaction comprises two separate equity transfer agreements:
• Persistence has agreed to sell to Mr. Fan Zhong Kong (“Mr. Kong”) its entire interest in PRG RES
Holding 2 Ltd., which indirectly holds a 41.051% interest in Yantai Mujin, together with a related
shareholder loan, for consideration of approximately US$20.4 million (RMB137.3 million). Mr. Kong
currently beneficially owns approximately 9.4% of Majestic’s outstanding common shares; and
• Majestic Yantai Gold Ltd., a wholly-owned subsidiary of Persistence, has agreed to sell to Yantai Yihui
Investment Company Limited (“Yihui Investment”) its 10.949% interest in Yantai Mujin, together with
a related shareholder loan, for consideration of approximately US$5.5 million (RMB36.6 million). Yihui
Investment currently owns a 40% interest in Yantai Mujin.
The aggregate consideration payable under the agreements is approximately US$25.9 million (RMB174.0
million) in cash, of which approximately US$15.9 million (RMB106.6 million) relates to the equity interests
in Yantai Mujin and approximately U S$10.0 million (RMB67.4 million) relates to the repayment of
shareholder loans.
Under the agreement with Mr. Kong, approximately RMB84.2 million (US$12.5 million) is payable
following satisfaction of the applicable conditions precedent, with the remaining approximately RMB53.2
million (US$7.9 million), representing repayment of the re lated shareholder loan, payable on or before
December 31, 2026. The consideration under the agreement with Yihui Investment is payable following
satisfaction of the applicable conditions precedent.
The two equity transfer agreements are not inter-conditional and may complete separately.
306 - 1688 152nd Street
Surrey, British Columbia
Canada, V4A 4N2
Telephone: 604-560-9060
Facsimile: 604-560-9062
Email: [email protected]
Completion of the Transaction is subject to the satisfaction or waiver, as applicable, of the conditions
precedent contained in the respective agreements, including required corporate, regulatory and governmental
approvals and other customary closing conditions.
Upon completion of the Transaction, Persistence will cease to hold any equity interest in Yantai Mujin and
Yantai Mujin will cease to be a subsidiary of Persistence and Majestic. Accordingly, Yantai Mujin’s
financial results will no longer be consolidated into Majestic’s consolidated financial statements.
Reasons for the Disposal
Following a review of the financial performance and operating status of the Mujin Gold Project, Majestic
believes the Transaction provides an opportunity to realize value from its investment while strengthening
the Company’s liquidity and financial flexibility.
The Company and its subsidiaries originally acquired the 52% interest in Yantai Mujin in February 2025 for
aggregate consideration of approximately US$11.4 million (RMB81.9 million), as reported in Majestic’s
financial statements. Subsequent to the acquisi tion, the Company and its subsidiaries made an additional
equity contribution of approximately RMB20.9 million to Yantai Mujin, bringing the aggregate equity
investment to approximately RMB102.8 million.
The proposed consideration attributable to the equity interests is approximately US$15.9 million (RMB106.6
million), representing approximately RMB3.8 million, or 3.7%, above the aggregate equity investment,
before transaction costs, taxes and accounting adjustments. In addition, the Transaction provides for the
repayment of approximately US$10.0 million (RMB67.4 million) of shareholder loans.
The foregoing comparison is based on the RMB transaction values and does not represent the accounting
result that Majestic will ultimately recognize on the Transaction.
The Company believes the Transaction will allow financial and management resources to be reallocated
toward other growth opportunities while Majestic continues to focus on the operation and development of
its Songjiagou Gold Project and the evaluation of additional growth opportunities.
The Company will provide further updates regarding the Transaction as material developments occur.
About Majestic Gold Corp.
Majestic Gold Corp. is a junior gold producer engaged in commercial gold production in eastern Shandong
Province, China, with mining operations at its Songjiagou Gold Mines and the Mujin Gold Project.
Additional information on the Company and its projects is available at www.sedarplus.ca and on the
Company's website at www.majesticgold.com.
For further information, please contact:
James Mackie, Chief Financial Officer & Corporate Secretary
Telephone: (604) 560-9060
Email: [email protected]
www.majesticgold.com
Forward-Looking Information
This news release contains forward -looking information within the meaning of applicable securities
legislation, including statements regarding the proposed Transaction, the satisfaction or waiver of
conditions precedent, receipt of required regulatory and governmental approvals, completion and timing of
the Transaction, receipt of the consideration, the anticipated effects of the Transaction, the use and
reallocation of financial and management resources, and the Company’s future operations and growth
opportunities. Forward -looking information is based on management’s current expectations and
assumptions and is subject to risks and uncertainties that may cause actual results to differ materially from
those expressed or implied, including the risk that the conditions to the Transaction may not be satisfied or
waived, required approvals may not be obtained, or the Transaction may not be completed on the terms
contemplated or at all. Readers should not place undue reliance on forward -looking information. The
Company undertakes no obligation to update such info rmation except as required by applicable securities
laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.