Majestic Gold Corp. Receives Conditional Approval for Private Placement Financing
Majestic Gold Corp. Receives Conditional Approval for Private Placement Financing
Vancouver, British Columbia – June 17, 2026 – Majestic Gold Corp. (TSX.V: MJS, FSE: A0BK1D) (the “Company”)
is pleased to announce that, further to its May 21, 2026 news release, it has received conditional approval from the TSX
Venture Exchange (the “TSXV”) for its private placement financing (the “ Private Placement”) of up to 384,615,385
common shares (the “Common Shares”) at a price of C$0.13 per Common Share, for aggregate gross proceeds of up
to C$49,234,099.98.
The Private Placement is anticipated to close on Thursday , June 25, 2026, or such later date as the Company may
determine. The Company intends to use the net proceeds of the Private Placement for stra tegic equity investments,
acquisitions and joint venture opportunities outside of China; technical studies, due diligence, project evaluations and
property investigations associated with potential transactions; advancement of development opportunities and potential
project funding commitments; and working capital, corporate development activities and general corporate purposes.
In connection with an objection to the Private Placement raised by Mr. Fan Zhong Kong (“Mr. Kong”), the Company
extended a written offer to Mr. Kong on June 14, 2026 to par ticipate in the Private Plac ement on the same terms as
other subscribers (the “Offer”). Under the Offer, Mr. Kong may acquire up to such number of Common Shares at the
same price as the Private Plac ement as would allow him to maintain his proportionate ownership of the total issued
and outstanding Common Shares of the Company following closing of the Private Placement. The Offer remains open
for 30 days from the date it was made, regardless of when the Private Placement closes. The Company may extend
the same participation right to certain other individuals.
There are currently 1,042,66 4,381 issued and outstanding Common Shares. Upon closing of the Private Placement,
and assuming the issuance of 384,615,385 Common Shares under the Private Plac ement and approximately
56,386,329 Common Shares to Mr. Kong under the Offer, the number of issued and outstanding Common Shares will
be approximately 1,483,666,095.
All securities issued in connection with the Private Placement will be subject to resale restrictions under applicable laws
and/or the TSXV hold period. The Private Placement is subject to the final acceptance of the TSXV.
In addition, as previously announced, Mr. Kong has initiated proceedings in t he B.C. Supreme Court seeking, among
other things, an injunction prohibiting the Company from conducting the Private Placement as announced on May 21,
2026, pending the hearing of the Petition. The injunction application is scheduled to be heard on Monday June 22,
2026. On the underlying Petition, Mr. Kong is also seeking an order removing four directors from office. The Company
contests Mr. Kong’s allegations and intends to defend the proceedings vigorously in the best interest of all stakeholders.
About Majestic Gold Corp.
Majestic Gold Corp. is a low-cost 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]
Website: www.majesticgold.com
Forward-Looking Information
This news release contains forward- looking statements and forward-looki ng information within the meaning of
applicable securities legislation, incl uding statements regarding the closing of the Private Placement, the anticipated
use of proceeds, and the number of i ssued and outstanding shares upon closing of the Private Placement. Forward-
looking statements are based on management's expectations and assumptions as of the date hereof and are subject
to risks and uncertainties that may caus e actual results to differ materially from those anticipated. Readers are
cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update
such statements except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is def ined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.