Concerned Shareholder of Majestic Gold Corp. Files Advance Notice of Nomination of Directors and Clarifies the Company's Omission in Its Press Releases Regarding the Private Placement and the Injunction
An activist shareholder with a 12.8% stake seeks to replace Majestic’s entire board over a deeply discounted $50 million placement trading at a 39% discount to cash value.
On June 26, 2026, Fan Zhong Kong, a 12.79% shareholder in Majestic Gold Corp., filed an advance notice to nominate six independent directors for election at the company’s July 31, 2026 annual general meeting. The activist campaign targets the company’s proposed $50 million non-brokered private placement at $0.13 per share, which the shareholder argues is unnecessary, dilutive, and priced below the company’s cash per share value.
A BC Supreme Court judge granted an interim injunction halting the placement until after the June 29 record date, preventing those shares from voting at the AGM and effectively giving the activist a tactical advantage. The six nominees—Joanne Yan, Jie Liu, Dickson Hall, Mao Sun, William Ying, and George Gao—bring extensive public company, mining, and capital markets experience, signaling a credible alternative to current management. This marks an escalation from prior requisitions and court proceedings, as the dissident shareholder is now soliciting votes to take control of the board and halt or restructure the dilutive financing.
Majestic Gold Corp. (MJS) faces a significant governance challenge following an advance notice of director nominations that provides minority shareholders with a credible mechanism to block a proposed financing and potentially reset the company’s capital allocation. The dissident slate features seasoned professionals with backgrounds in mining, finance, and governance, including the chair of New Pacific Metals, the former CFO of Western Resources, a former head of TSX Asia, and a NASDAQ audit chair. This profile exceeds the typical composition of dissident nominees for a small-cap gold producer.
A court-imposed timing restriction prevents the proposed placement from closing until after the June 29 record date, meaning newly issued shares cannot be voted. This restriction substantially weakens management’s ability to entrench itself via the placement, shifting voting power to existing shareholders. The activist investor holds a 12.79% stake and is actively campaigning for the board changes.
If the activist succeeds in electing its slate, the $50 million placement priced at 13 cents will likely be cancelled. This would eliminate an immediate 36.9% dilution, which would have resulted in approximately 1.48 billion post-money shares. The placement was priced at a 39% discount to the tangible cash value per share of $0.165.
Majestic Gold Corp. shares have collapsed to $0.10, an all-time low, reflecting governance risk and value destruction. A successful board change could serve as a catalyst for a significant recovery in equity value.
Majestic Gold Corp. (TSX-V: MJS) is a junior gold producer operating the Songjiagou Gold Mines, which include open-pit and underground facilities, as well as the Mujin Gold Project’s DGZ underground mine, both located in eastern Shandong Province, China. The company also holds a 70.5% pre-placement interest in Hong Kong-listed Persistence Resources Group Ltd., which owns the Mujin assets and recently completed a HK$472M placement.
The company’s key assets consist of low-grade, high-tonnage gold deposits for which there are no publicly reported NI 43-101 resource estimates. Operations are subject to Chinese mining regulations, safety permits, and occasional government-mandated shutdowns.