Majestic Gold Corp.
TSX VENTURE : MJS

Majestic Gold Corp.

July 26, 2011 10:55 ET

Majestic Gold Corp.: Convertible $10,000,000 Loan Financing Arranged

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 26, 2011) - Majestic Gold Corp. (the "Company") (TSX VENTURE:MJS) has arranged a $10,000,000 loan to advance its Song Jiagou project in China. Nine million dollars ($9,000,000) from the proceeds from the loan will be used by the Company to in connection with its Song Jiagou project and the balance of one million dollars ($1,000,000) for general working capital purposes.

The loan will have a one year term and loan principal will be convertible at the option of the lender in whole or in part into common shares ("Shares") of the Company until twelve months from the date of the loan advance at the price of $0.205 per Share. The loan will bear interest at the rate of 7.5% per annum, payable on maturity, and accrued and unpaid interest will be convertible at the option of the lender in whole or in part into shares of the Company until twelve months from the date of the loan advance at Market Price at the time of conversion.

The lender is at arm's length from the Company and will not become an insider as a result of any conversion of principal and interest. All shares issued on any conversion of loan principal or interest will be subject to a four month hold period from the date of advance of loan proceeds. The loan is subject to acceptance by the TSX Venture Exchange.

As additional consideration for the loan, the Company has agreed to forward at least $9 million to Majestic Yantai Gold Ltd., a British Virgin Islands company owned 94% by the Company to be used to further advance its Song Jiagou project.

The Borrower has also agreed to a 90 day period for reciprocal due diligence reviews and discussions for the possible further involvement of the Lender in the Song Jiagou project.

In the event that no further agreement is reached between the Lender and the Company during the 90 day period, then the loan and a minimum of seven (7) months interest will automatically convert to shares in the Company at a price of $0.205 per share and the interest at Market Price respectively.

In addition the Company is pleased to announce that it has arranged a non-brokered private placement of up to 15,000,000 shares to be issued at the price of $0.20 per share for gross proceeds of $3,000,000.

Completion of the offering is subject to TSX Venture Exchange acceptance. The Company will pay finders' fees in cash and/or securities in connection with the offering, in accordance with Exchange Policy. All securities issued pursuant to the offering will be subject to a four-month hold period from the closing date. The proceeds from the offering will be used to finance exploration activities on the Company's Song Jiagou gold project in China, and for general corporate expenses.

On behalf of the Board of Directors,

Rod Husband, President & CEO, Majestic Gold Corp.

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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