Vancouver, British Columbia--(Newsfile Corp. - June 26, 2026) - Mr. Fan Zhong Kong (the "Concerned Shareholder"), who holds approximately 12.79% of the issued and outstanding common shares of Majestic Gold Corp. (TSXV: MJS) (the "Company" or "Majestic Gold") announces today that he has filed an advance notice in accordance with Section 14.12 of the Company's Articles to nominate 6 directors for election at the upcoming annual general meeting of shareholders of the Company, which the Company has called for July 31, 2026 (the "Meeting").
Management and Board's Actions of Entrenchment
In the Concerned Shareholder's last press release dated June 2, 2026, the Concerned Shareholder urged the Company to withdraw the proposed non-brokered private placement at $0.13 per share for aggregate proceeds of up to $50,000,000.00 ("Non-brokered Private Placement"), and to refrain from taking actions that entrench management or that is out of the ordinary course of business until shareholders have had a chance to voice their opinions to the Board. The Concerned Shareholder saw, and still sees no valid basis for a highly dilutive financing at a price that values the Company significantly below cash value, and requisitioned an annual general meeting so that shareholders can candidly voice their opinions on the Board and the Company's direction.
The Company did not respond to the Concerned Shareholders on a timely basis, and the TSXV could not share any information regarding their review of the Non-brokered Private Placement. As a result, the Concerned Shareholder was forced to file a petition in the Supreme Court of British Columbia, and to seek an interim injunction to stop the Non-brokered Private Placement until shareholders have a chance to weigh in on the decision.
The Company opposed the petition and application for interim injunction, and then called an annual general meeting for July 31, 2026. Submissions were made by counsel for the Company and the Concerned Shareholder before Justice Loo, who ordered that the Non-brokered Private Placement be enjoined from completing until after the record date for notice and voting at the Meeting of June 29, 2026 (the "Record Date"). Effectively, shares to be issued pursuant to the Non-brokered Private Placement cannot be voted at the Meeting.
Time for Change - Experienced Board Nominees to Drive Positive Growth
In order to stop management from further entrenching themselves and taking further actions that erode shareholder value such as the Non-brokered Private Placement, the Concerned Shareholder has decided that the time has come to replace the incumbent Board. As the period between the Company's announcement date of the Meeting of June 15, 2026, and the actual date of Meeting of July 31, 2026, is less than 50 days, the Company's Articles require any shareholder who proposes to nominate directors for election under these reduced timelines to deliver advance notice of the nomination by the close of business on the 10th day after the public announcement date of the Meeting. The Concerned Shareholder has therefore assembled 6 nominees for election as directors at the Meeting and delivered the advance notice in compliance with the Articles. The 6 nominees are: