(TheNewswire)
Vancouver, British Columbia – TheNewswire - March 30, 2022 - Majestic Gold Corp. (" Majestic " or the" Company ") (TSXV:MJS) (OTC:MJGC) is pleased to announce thatits 94% owned subsidiary, SINOGOLD Resources Holdings Group Co., Ltd.(" Sinogold ") has submitted its application for listing of sharesin the capital of Sinogold (the " Shares ") on theMain Board of The Stock Exchange of Hong Kong Limited (the" HKEX ") concurrent with the proposed initial public offering (collectively with the listing application, the " Proposed IPO ")of newly issued Shares of Sinogold representing 25% of its totalissued and outstanding Shares upon successful listing of the Shares.
In connection with the Proposed IPO, Sinogold has filedits application proof of its prospectus with the HKEX on March 30,2022 (the " ApplicationProof "). A redacted form of the ApplicationProof is available for viewing and downloading on the HKEX’s websiteat: http://www.hkexnews.hk/APP/SEHKAPPMainIndex.htm and is on theCompany's website at www.majesticgold.com.
Through its subsidiaries, Sinogold owns a 75% interestin Yantai Zhongjia Mining Co. Ltd., which operates the Songjiagou Gold Mine (the " Property ")located in the eastern part of the Shandong Province, China. WhileMajestic will continue to own approximately 70.5% of total issued andoutstanding Shares of Sinogold upon successful listing of the Shares,which could materially dilute Majestic’s ownership in the Property. Subsequent to the successful listing of the Shares on the HKEX,Sinogold could issue additional Shares, which may further diluteMajestic's cumulative effective interest in the Property to less than50%. However, the Board of Directors of Majestic, with the advice fromits legal and financial advisors, have considered the potentialdilutive effects and determined that a listing on the HKEX by Sinogoldmay achieve a greater valuation for Sinogold, which would help tobetter access capital for its needs. Accordingly, the Board ofDirectors of Majestic unanimously approved the Proposed IPO.
In addition, Majestic has sought and obtainedconditional approval (the " Conditional Approval ") from the TSXVenture Exchange (the " TSXV "), which is conditional uponMajestic obtaining the written approval for the Proposed IPO from itsarm's length shareholders holding at least 50% of the issued andoutstanding common shares of Majestic (the " Majority Shareholder Approval ") and the filing of the final prospectus of Sinogoldand certain transaction documents relating to the Proposed IPO withthe TSX-V. Majestic will seek its written Majority ShareholderApproval and intends to file the final prospectus of Sinogold andother relevant transaction documents to satisfy the other outstandingconditions of the TSX-V's Conditional Approval in due course beforethe launch of the Proposed IPO.
The HKEX listing process is expected to take at least 3months from the date of the initial application submission and issubject to the HKEX's approval in principal as well as theregistration and filing of the final prospectus of Sinogold in HongKong. Consequently, there can be no certainty at this stage of thesuccessful completion of the Proposed IPO.
Sinogold is a related party to the Company because it is asubsidiary of the Company. However, the Proposed IPO is not a"related party transaction" pursuant to MultilateralInstrument 61-101— Protection ofMinority Security Holders in Special Transactions (" MI61-101 "). Nevertheless, theCompany will seek the written approvalfor the Proposed IPO from its arm's length shareholders holding atleast 50% of the issued and outstanding common shares of theCompany .
It is currently anticipated that Sinogold will befiling its prospectus in Hong Kong in due course and will be offeringits securities to the public in Hong Kong, but it is not intending tofile a prospectus in Canada and is not offering its securities forsale in Canada or the United States or any other jurisdictions whereits securities may not be lawfully sold under the applicablesecurities laws.
THIS NEWS RELEASE IS FOR INFORMATIONPURPOSES ONLY AND IS NOT AN OFFERING OF SECURITIES IN CANADA OR THEUNITED STATES OR ANY JURISDICTIONS WHERE THE SECURITIES OF SINOGOLD MAY NOT BE LAWFULLYSOLD UNDER THE APPLICABLE SECURITIES LAWS.
About Majestic Gold Corp.
Majestic Gold Corp. is a British Columbia based companyengaged in mineral resource exploration, development and extraction.Additional information on the Company and its projects is availableunder the Company's profile at www.sedar.com and on the Company'swebsite at www.majesticgold.com.
For further information, please contact:
James Mackie, Chief Financial Officer
Telephone: (604) 560-9060
Email: info@majesticgold.com
www.majesticgold.com
FORWARD LOOKING INFORMATION
Certain statements contained in this press release constituteforward-looking information. These statements relate to future eventsor future performance. The use of the word, “will” and similarexpressions and statements relating to matters that are not historicalfacts are intended to identify forward-looking information and arebased on the Company’s current belief or assumptions as to theoutcome and timing of such future events, such as completion of theIPO. Actual future results may differ materially.
Various assumptions or factors are typically applied in drawingconclusions or making the forecasts or projections set out inforward-looking information, including references to the IPO, theability to successfully complete the IPO, and the disclosure in theProspectus. Those assumptions and factors are based on informationcurrently available to the Company. The Company cautions the readerthat the above list of risk factors is not exhaustive. Thoseassumptions and factors are based on information currently availableto the Company. The forward-looking information contained in thisrelease is made as of the date hereof and the Company is not obligatedto update or revise any forward-looking information, whether as aresult of new information, future events or otherwise, except asrequired by applicable securities laws, or as otherwise may bedisclosed in this news release. Because of the risks, uncertaintiesand assumptions contained herein, investors should not place unduereliance on forward-looking information. The foregoing statementsexpressly qualify any forward-looking information contained herein.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this releas e.
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