Habe die Tage eine Mail mit m.E. nach den wichtigsten Punkten an TSX Compliance gesendet, ist auch bereits in Bearbeitung:
Dear Sir or Madam,
I am a shareholder of Majestic Gold Corp. (“Majestic Gold” or the “Company”, TSXV: MJS) and respectfully wish to request a regulatory review of certain matters relating to corporate governance, disclosure practices, and the recently announced private placement.
My intention is expressly not to make unsupported allegations, but rather to request an assessment of whether the interests of all shareholders – particularly minority shareholders – have been appropriately considered and whether the applicable requirements of the TSX Venture Exchange (“TSX-V”) and Canadian securities regulations have been properly fulfilled.
The concerns outlined below are based on publicly available company announcements, regulatory disclosures, and financial reporting.
1. Recently Announced Private Placement at CAD 0.13 per Share
On May 21, 2026, Majestic Gold announced a non-brokered private placement with a total size of up to CAD 50 million, consisting of up to 384,615,385 new common shares at an issue price of CAD 0.13 per share.
According to the Company’s announcement, proceeds are intended to be used for, among other things:
strategic investments, joint ventures, acquisitions of mining projects, technical evaluations and due diligence activities.
The Company further stated that the financing is intended to support the evaluation of growth opportunities beyond its current portfolio and remains subject to approval by the TSX Venture Exchange.
Sources:
Majestic Gold Corp. Announces Non-Brokered Private Placement of up to CAD$50 Million (May 21, 2026)
Company announcement / TheNewswire / TSXV disclosure
In this context, I respectfully request a review of:
Whether the timing, pricing, and structure of this financing appropriately serve the interests of all shareholders;
Whether the issue price of CAD 0.13 per share was fair and reasonable considering the information available at the time;
Whether sufficient transparency was provided regarding the economic rationale for this capital raise.
2. Potential Dilution of Existing Shareholders
The issuance of up to 384.6 million new shares could result in substantial dilution to existing shareholders.
Given the scale of this financing, I respectfully request a review of whether:
the potential impact on existing shareholders was communicated with sufficient transparency;
minority shareholders’ interests were adequately considered; all material information relevant to valuation and pricing was properly disclosed.
3. Timing of the Financing in Relation to Operational Developments
On February 10, 2026, the Company announced a temporary suspension of operations at the Songjiagou and Mujin projects due to regulatory requirements.
In the following weeks, however, Majestic Gold publicly communicated:
on March 10, 2026, the resumption of operations at the Songjiagou Open-Pit Mine;
on March 17, 2026, the resumption of operations at the Songjiagou Underground Mine;
on March 23, 2026, the resumption of operations at the Mujin Gold Project.
Of particular relevance, the Company publicly stated that the temporary interruption was not expected to materially impact 2026 annual production guidance.
Sources:
Majestic Gold Temporarily Suspends Operations (February 10, 2026)
Majestic Gold Resumes Operations at Songjiagou Open-Pit Mine (March 10, 2026)
Majestic Gold Resumes Operations at Songjiagou Underground Mine (March 17, 2026)
Majestic Gold Resumes Operations at Mujin Gold Project (March 23, 2026)
Against this background, it appears reasonable from a minority shareholder perspective to seek clarification as to why, shortly after operations resumed and despite publicly communicated expectations of limited production impact, the Company proceeded with a large financing at a comparatively low issue price.
Accordingly, I respectfully request a review of:
Whether the timing and pricing of the financing were adequately justified and disclosed;
Whether all potentially material and price-sensitive information was disclosed in a timely and complete manner;
Whether the interests of existing shareholders were appropriately considered.
4. Questions Regarding Capital Allocation and Transparency of Prior Measures
In prior years, the Company announced share repurchase programs (NCIBs) and various strategic initiatives.
From a shareholder perspective, questions arise as to whether the scope, implementation, and economic outcomes of such measures were consistently communicated with sufficient transparency.
I therefore respectfully request a review of whether disclosure obligations relating to prior capital market initiatives were adequately fulfilled.
5. Corporate Governance and Equal Treatment of Shareholders
Finally, I respectfully request a review of the following governance-related matters:
Whether the private placement is being conducted fully in accordance with TSX Venture Exchange requirements;
Whether all shareholders are being treated fairly and equitably;
Whether any potential conflicts of interest or related-party considerations have been properly reviewed and disclosed;
Whether the Company’s disclosure practices overall satisfy applicable standards for material disclosure and transparency.
I fully recognize that management decisions generally fall within the discretion of the Company. However, given the combination of the financing size, potential dilution, pricing, and the timing in relation to operational developments, I respectfully believe an independent regulatory review would be appropriate from a minority shareholder perspective.
Thank you for your time and consideration of this matter. I would appreciate confirmation of receipt and any information regarding the applicable review process.
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