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:

Joanne Yan. Ms. Yan is the President of Joyco Consulting Services Inc.. Ms. Yan has over twenty-five years of experience advising, directing and managing publicly listed companies in North America, Europe and China, with respect to such matters as market access, business negotiations, project and company financing, strategic planning, business development, and governance and compliance. Ms. Yan has held extensive board and committee leadership roles at private companies and TSX/TSXV and NASDAQ-listed issuers, including Peak Discovery Capital Ltd. (TSXV), Electra Meccanica Vehicles Corp. (NASDAQ), Sunshine Oilsands Ltd. (HKEX), Yalian Steel Corporation (TSXV), Brazilian Gold Corp. (TSXV), Zongshen PEM Power Systems Inc. (TSX), Hanfeng Evergreen Inc. (TSX), New Pacific Metals Corp. (TSX), Golden China Resources Corporation (TSXV), and CPAC (Care) Holdings Ltd. (TSXV).

Jie (Jeffrey) Liu. Mr. Liu is currently Executive Vice President of Gotion High-Tech Co., Ltd. and Gotion Argentina S.A., and the CEO of Susques Energy S.A. Through these roles, Mr. Liu leads and collaborates with an international team in China, US and Argentina to focus on developing the lithium resource in Argentina and Chile, and the Battery Energy Storage System business in the Americas. Mr. Liu also previously served as CEO of Lithium X Energy Corp., and as Vice President, Strategic Planning & Shareholder Relations of Procon Holdings Inc. (a major mining contractor in Canada). Mr. Liu has also served in various management roles in China, Canada and internationally with China CAMC Engineering Co., Ltd, a Chinese state-owned enterprise listed on the Shenzhen Stock Exchange.

Dickson Hall. Mr. Hall is a senior executive specializing in strategy and international business, particularly as related to China where he has more than 40 years' experience. Mr. Hall is currently chair of New Pacific Metals Corp. (TSX and NYSE American). Mr. Hall was previously a partner at Valuestone Advisory Limited, sole manager of Valuestone Global Resources Fund I, a specialist mining fund backed by Jiangxi Copper Corporation, China Construction Bank and other Chinese institutional investors. From 2005 to 2016, Mr. Hall also directed corporate development efforts in Asia for Hunter Dickinson, a Canadian headquartered mining group which operates world-wide through a portfolio of publicly traded companies.

Mao Sun. Mr. Sun is a CPA and is a partner at Mao & Ying LLP. Mr. Sun is also an independent director and chair of the Audit Committee at All In FutureTech Alliance Inc. (NASDAQ). Mr. Sun has also served as Chief Financial Officer of Nickel North Exploration Corp.(TSXV) since 2020. Mr. Sun was the lead independent director and Audit Committee chair of SouthGobi Resources Ltd. (TSX & HKEX) from 2015 to 2024, overseeing governance and financial accountability for a dual-listed mining company operating across multiple regulatory jurisdictions. Earlier in his board career, Mr. Sun served as a director and chair of the Audit Committee of Yalian Steel Corporation (TSXV) from 2012 to 2013, and as a director and member of the Audit Committee of Wildsky Resources Inc. (TSXV) from 2017 to February 2020.

William Ying. Mr. Ying is currently a business consultant with Mindful Quest Counselling & Consulting Ltd.. Mr. Ying brings over 25 years of experience in capital markets, private equity, and venture capital, and specializes in enterprise risk management, corporate strategy, mergers and acquisitions, corporate governance, and succession planning. Mr. Ying also previously served as CEO of Benchmark Botanics Inc. (CSE). Earlier in his career, Mr. Ying worked as an investment advisor with various firms including Mackie Research Capital, where he focused on wealth management and capital market transactions.

Xiang (George) Gao. Mr. Gao is CFO at Western Resources Corp. (TSX). Prior to joining Western Resources Corp., Mr. Gao was President of the Beijing Mining Exchange and was responsible for its overall strategy and operations. Mr. Gao has also worked as the Head of Business Development, Asia for the TSX before moving onto becoming the Chief Representative out of the TSX Beijing office.

The Concerned Shareholder intends to file and mail a proxy circular (the "Dissident Circular") and a form of proxy shortly after the filing and mailing of the Company's management information and management's form of proxy. The Dissident Circular will provide further details on the 6 director nominees and the background and reasons why significant changes are needed.

Additional Information

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholder is expressing his view as to the need to elect his nominees and replace the incumbent Board, the Record Date is still pending, and no meeting materials have been filed or mailed. In connection with the Meeting, the Concerned Shareholder will file the Dissident Circular in due course in compliance with applicable corporate and securities laws.

Forward-Looking Information

This news release contains forward-looking information within the meaning of securities laws. In general, forward-looking information refers to disclosure regarding possible conditions, events, or financial performance that is based on future economic conditions and courses of action, and includes disclosure that is presented as a forecast, plan or projection. More particularly and without limitation, this news release includes information about the intention of the Concerned Shareholder to file a Dissident Circular and form of proxy. Forward-looking information is based on certain key expectations, risks and assumptions made by the Concerned Shareholder regarding the Meeting and the preparation of the Dissident Circular and form of proxy, and the anticipated subsequent organization of the Concerned Shareholder's proxy solicitation, which the Concerned Shareholder believes to be reasonable and accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations in this news release. Readers are cautioned not to place undue reliance on forward-looking information, which is given as of the date of this news release. The Concerned Shareholder undertakes no obligation to update publicly or revise any forward looking information, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/303172

Source: Concerned Shareholders of Majestic Gold Corp.