Mr. Fan Zhong Kong reports

CONCERNED SHAREHOLDER OF MAJESTIC GOLD CORP. OUTLINES OBJECTION TO PROPOSED NON-BROKERED PRIVATE PLACEMENT AND REQUISITIONS SHAREHOLDER MEETING

Fan Zhong Kong, who holds approximately 12.79 per cent of the issued and outstanding common shares of Majestic Gold Corp., has set out his concerns with and objection to the proposed non-brokered private placement by the company for gross proceeds of up to $50-million through the issuance of up to 384,615,385 common shares of the company at a price of 13 cents per share.

Based on the company's latest financial statements, as at March 31, 2026, the company had cash and cash equivalents of $171,631,786 (U.S.), of which $11,414,066 (U.S.) was held in Canada, $68,949,824 (U.S.) was held in Hong Kong and the remaining balance of $91,267,896 (U.S.) was held in China.

Based on the 15-cent closing price of the company's common shares and the Bank of Canada exchange rate on May 20, 2026, the last trading day before the announcement of the non-brokered private placement, and the company's issued and outstanding 1,042,664,381 common shares, the company's market capitalization was $156,399,657.15 (or approximately $113,733,830 (U.S.)).

The private placement issue price of 13 cents per share values the company at a further reduced market capitalization of $135,546,369 (or approximately $98,569,320 (U.S.)) as at the close of the trading day on May 20, 2026, based on the Bank of Canada exchange rate.

The private placement issue price of 13 cents values the company's market capitalization at only 57 per cent of the cash and cash equivalents on its balance sheet as at March 31, 2026. The company's cash balance would have only increased since then. Investors in the non-brokered private placement are essentially paying 57 cents to buy $1 of cash, and paying nil for the company's profitable and producing gold mines.

Despite a record bull market for gold prices over the past two years, the company's share price has languished. The company has a profitable business, yet management has failed to convince the market of the company's value and shareholders have suffered as a result.

The company has ample cash to sustain operations, carry out its existing capital programs and pursue new business opportunities.

The non-brokered private placement would also increase the company's issued and outstanding capital by up to 36.9 per cent.

Given the depressed share price and the ample cash, there is no need to raise capital at all. Yet the company has chosen to undertake a highly dilutive financing at a discount to market price on a non-brokered basis to unknown select investors. If completed, the non-brokered private placement could materially affect control of the company and entrench current management.

The company last held its AGM on June 26, 2025. The mandate of the current board is expiring as it is due to hold its next annual general meeting. As the company has yet to call the annual general meeting, Mr. Kong has requisitioned the company to proceed immediately to call the meeting.

Mr. Kong urges the company to withdraw the non-brokered private placement and to refrain from taking actions that entrench management or that are out of the ordinary course of business. The company must hold its annual general meeting, and shareholders must have an opportunity to voice their opinions on the board.