RAB Special Situations L.P.

Majestic Gold Corp.

Majestic Gold Corp.

March 16, 2005 16:17 ET

RAB SPECIAL SITUATIONS L.P./Majestic Gold Corp.-Announcement


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RAB SPECIAL SITUATIONS L.P.

AND MAJESTIC GOLD CORP.

TSX VENTURE SYMBOL: MJS

MARCH 16, 2005 - 16:17 ET

RAB SPECIAL SITUATIONS L.P./Majestic Gold
Corp.-Announcement

LONDON, UNITED KINGDOM--(CCNMatthews - March 16, 2005) - RAB Special
Situations L.P. ("Special Situations") announces it subscribed for a
total of 1,000,000 units (the "Units") of Majestic Gold Corp. (TSX
VENTURE:MJS) (the "Company") at a price of Cdn.$0.70 per Unit (the
"Private Placement"). Each Unit consists of one common share in the
capital of the Company (a "Share") and one (1) Share purchase warrant (a
"Warrant") of the Company. Each whole Warrant entitles Special
Situations, to acquire one additional Share of the Company (a "Warrant
Share") at a price of Cdn.$0.90 per Warrant Share for a period of two
(2) years from the Closing Date. The transaction took place off the
market by way of private placement and closed on March 4, 2005.

Subsequent to the Private Placement, on March 11, 2005, Special
Situations disposed of 29,000 Shares of the Company over the market, at
a price of Cdn.$0.90 per Share (the "Market Disposal") (the Private
Placement and the Market Disposal are collectively referred to herein as
the "Transactions").

Special Situations has ownership of and control over the securities
purchased in the Private Placement. The purchased securities represent
approximately 5.89% of the issued and outstanding Shares on a partially
diluted basis (assuming exercise of the Warrants) ("Partially Diluted
Basis").

Immediately after the Transactions, Special Situations owned 3,562,500
Shares and 1,000,000 Warrants, representing approximately 13.43% of the
issued and outstanding Shares on a Partially Diluted Basis, RAB Europe
Fund Ltd., who may be considered a joint actor with Special Situations,
owned 1,000,000 Shares, representing approximately 3.03% of the issued
and outstanding Shares on a Partially Diluted Basis and Philip Richards,
who may be considered a joint actor with Special Situations, owned
250,000 Warrants, representing approximately 0.75% of the issued and
outstanding Shares on a Partially Diluted Basis.

Special Situations concluded the Transactions for investment purposes
only and not with the purpose of influencing the control or direction of
the Company. Special Situations together with joint actors, if any, may,
subject to market conditions, make additional investments in or
dispositions of securities of the Company in the future, including
additional purchases of Shares. However, Special Situations and its
joint actors, if any, do not intend to acquire 20% of any class of the
outstanding voting or equity securities of the Company.


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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    RAB Special Situations L.P.
    Mr. Neil Warrender
    (44) 20-7389-7000
    (44) 20-7389-7054 (FAX)
    nw@rabcap.com
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.