Mr. James Mackie reports

MAJESTIC GOLD CORP. ENTERS INTO SHARE PURCHASE AND CAPITAL INCREASE AGREEMENT

Majestic Gold Corp., through its 70.5-per-cent-owned subsidiary, Persistence Resources Group Ltd., has entered into a share purchase and capital increase agreement to acquire 52 per cent of the target company, which controls the Muping gold project, for 81.9 million renminbi (approximately $15.8-million).

The acquisition, for a total consideration of 81.9 million renminbi (approximately $15.8-million), for a 52-per-cent equity interest in Yantai City Mujin Mining Company Ltd. (the target company) and the Muping gold project, comprised 29.4 million renminbi ($5.7-million) for the share purchase and 52.5 renminbi ($10.1-million) for the capital increase. Upon completion of the acquisition, the target company will become an indirect, non-wholly owned subsidiary of the company and its financial results consolidated into the company's financial statements.

The target company is located in Yantai City, Shandong province, China, approximately 28 kilometres from the company's Songjiagou gold mine. Muping gold project holds three mining licences gold mines: the DGZ mine, the HH mine and the CH mine, with the DGZ mine currently in production.

The company has engaged SRK Consulting China Ltd. to prepare a technical report on the mineral resources and mineral reserves of the Muping gold project. As of June 30, 2024, the Muping gold project has combined indicated and inferred mineral resources of 3.9 million tonnes at an average gold grade of 4.76 grams per tonne, with a cut-off grade of 1.0 g/t, including 1.4 Mt of probable mineral reserve with an average gold grade of 3.6 g/t, with a cut-off grade of 1.9 g/t at the DGZ mine.

The company believes the acquisition of the Muping gold project aligns with its growth strategy of focusing on expanding its mineral resources.

The acquisition is subject to the company making all the necessary filings and obtaining all required regulatory approvals, including The Stock Exchange of Hong Kong Ltd., and any other necessary regulatory approval.

Additional information on the acquisition and the Muping gold project can be found on the company's website.

All technical information contained in this news release has been reviewed and approved by Stephen Kenwood, PGeo, who is a chief executive officer and director of the company, and a qualified person under the definitions established by National Instrument 43-101.

About Majestic Gold Corp.

Majestic Gold, a British Columbia-based company, is a low-cost junior gold producer engaged in commercial gold production at the Songjiagou gold mine in eastern Shandong province, China.

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