Majestic Gold Corp. Secures Conditional TSXV Approval for Private Placement Financing

Vancouver, British Columbia — June 17, 2026 — Leads & Copy — Majestic Gold Corp. (TSX.V: MJS, FSE: A0BK1D) has received conditional approval from the TSX Venture Exchange (TSXV) for its private placement financing, intended to raise up to C$49,234,099.98 through the issuance of up to 384,615,385 common shares at C$0.13 per share. This follows the company's May 21, 2026 news release regarding the financing.

The private placement is scheduled to close on June 25, 2026, though this date may be extended. The company plans to allocate the net proceeds towards strategic equity investments, acquisitions, and joint ventures outside of China. Funds will also support technical studies, due diligence, project evaluations, and property investigations for potential transactions, as well as advancing development opportunities and potential project funding commitments. Additionally, proceeds will be used for working capital, corporate development activities, and general corporate purposes.

In response to an objection from Mr. Fan Zhong Kong, Majestic Gold Corp. extended an offer on June 14, 2026, allowing Mr. Kong to participate in the private placement under the same terms as other subscribers. This offer permits Mr. Kong to acquire a number of common shares that would enable him to maintain his proportionate ownership of the company's total issued and outstanding common shares post-financing. The offer is valid for 30 days from its issuance and may be extended to other individuals.

Currently, there are 1,042,664,381 common shares issued and outstanding. Upon closing the private placement, with the anticipated issuance of 384,615,385 shares and approximately 56,386,329 shares to Mr. Kong, the total number of issued and outstanding shares is expected to reach approximately 1,483,666,095.

All securities issued in connection with the private placement will be subject to resale restrictions and the TSXV hold period. The financing is pending final acceptance by the TSXV.

Concurrently, Mr. Kong has initiated legal proceedings in the B.C. Supreme Court, seeking an injunction to halt the private placement announced on May 21, 2026, pending a hearing of his petition. The injunction application is slated for a hearing on June 22, 2026. In his underlying petition, Mr. Kong is also seeking the removal of four directors. Majestic Gold Corp. denies Mr. Kong's allegations and is committed to vigorously defending itself in the legal proceedings, acting in the best interests of all stakeholders.

Majestic Gold Corp. is a low-cost junior gold producer operating in eastern Shandong Province, China, with mining activities at its Songjiagou Gold Mines and the Mujin Gold Project. Further information is available on SEDAR+ and the company's website.

Source: Majestic Gold Corp.