Majestic Gold Corp. — Proxy Solicitation & Information Statement 2021

Sep 10, 2021

WPT INDUSTRIAL REAL ESTATE INVESTMENT TRUST

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (“ Unitholders ”) of the trust units (each, a “ Unit ”) of WPT Industrial Real Estate Investment Trust (the “ REIT ”) will be held virtually via live audio webcast at https://meetnow.global/M7S59QJ on Thursday, the 7[th] day of October, 2021 at 10:00 a.m. (Toronto time) for the following purposes:

1. to consider, pursuant to an interim order of the Supreme Court of British Columbia dated September 2, 2021 (as the same may be amended from time to time, the “ Interim Order ”), and, if thought advisable, to pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”) to approve a proposed plan of arrangement (the “ Plan of Arrangement ”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (“ BCBCA ”) involving, among others, BREIT Winston Holdings ULC (the “ REIT Purchaser ”), BREIT Winston US Holdings LLC (“ U.S. Holdco Purchaser ”), BREIT Winston Merger Sub LP (“ Merger Sub ”), the REIT, WPT Industrial, LP (the “ Partnership ”) and WPT Industrial, Inc. (“ U.S. Holdco ”) in accordance with the arrangement agreement among the REIT Purchaser, U.S. Holdco Purchaser, Merger Sub, the REIT, the Partnership and U.S. Holdco dated August 8, 2021, and all the transactions contemplated thereby, pursuant to which, among other things, the REIT Purchaser would acquire all of the issued and outstanding Units through a series of transactions that will result in Unitholders receiving cash consideration of US$22.00 per Unit, subject to applicable withholdings (the “ Transaction ”). The full text of the Arrangement Resolution is set forth in Schedule “B” to the accompanying management information circular (the “ Circular ”); and

2. to transact such further and other business as may properly come before the Meeting or any postponement or adjournment thereof.

Specific details of the above items of business are contained in the Circular that accompanies and forms a part of this Notice of Meeting. Unitholders are encouraged to read the Circular carefully when evaluating the matters to be considered at the Meeting.

RECORD DATE

The Trustees have fixed the close of business (Toronto time) on August 27, 2021 as the record date for the determination of Unitholders entitled to receive notice of and to vote at the Meeting and at any postponement or adjournment thereof. Each registered holder of Units (a “ Registered Unitholder ”) as of the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Circular.

HOW TO VOTE

Registered Unitholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://meetnow.global/M7S59QJ. If you are a Registered Unitholder, whether or not you plan to attend the Meeting, you are requested to complete, sign, date and return to Computershare Investor Services Inc., the transfer agent and registrar of the Units (the “ Transfer Agent ”), the enclosed Form of Proxy. To be valid, proxies must be deposited with the Transfer Agent at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later than 10:00 a.m. (Toronto time) on October 5, 2021, being the second last business day preceding the date of the Meeting, and any instruments appointing proxies to be used at any adjournment or postponement of the Meeting must be so deposited at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for such adjournment or postponement of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice .

i

If you hold your Units through a broker, investment dealer, bank, trust company or other intermediary (in which case you are a “ Beneficial Unitholder ”), whether or not you plan to attend the Meeting, you should complete and send the Form of Proxy or voting instruction form, as applicable, in accordance with the instructions provided by your broker or intermediary. These instructions include the additional step of registering proxyholders with the Transfer Agent after submitting your Form of Proxy or voting instruction form. Failure to register the proxyholder with our Transfer Agent will result in the proxyholder not receiving an “Invitation Code” or username to participate in the Meeting and only being able to attend as a guest. Beneficial Unitholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote or submit questions at the Meeting. Please refer to the voting instructions provided in the “ Voting Information for Beneficial Unitholders ” section of the accompanying management information circular and call your broker, dealer or other intermediary for information on how you can vote your Units. If you are a Beneficial Unitholder, you should also arrange for your intermediary to complete the necessary transmittal documents to ensure that you receive payment for your securities if the Transaction is completed.

The voting rights attached to the Units represented by a proxy in the enclosed Form of Proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Units will be voted FOR the Arrangement Resolution.

HOW TO REVOKE YOUR VOTE

A Registered Unitholder who has given a proxy may revoke such proxy by: (a) completing and signing a proxy bearing a later date and depositing it with the Transfer Agent in accordance with the instructions set out in the Circular; (b) depositing an instrument or act in writing expressly revoking such proxy executed or signed by the Registered Unitholder or by the Registered Unitholder’s personal representative or agent authorized in writing (i) at the principal office of the REIT at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, (ii) with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed Meeting on the day of such reconvened or postponed Meeting, or (c) in any other manner permitted by law.

If a Unitholder who has submitted a Form of Proxy attends the Meeting via webcast and proceeds with voting at the Meeting, any and all previously submitted proxies will be revoked. If you do not wish to revoke all previously submitted proxies, do not vote at the Meeting.

A Beneficial Unitholder who has given voting instructions to a broker, investment dealer, bank, trust company or other intermediary may revoke such voting instructions by following the instructions of such broker, investment dealer, bank, trust company or other intermediary. However, a broker, investment dealer, bank, trust company or other intermediary may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof.

DISSENT RIGHTS

Pursuant to the Interim Order, Registered Unitholders are entitled to dissent in respect of the Arrangement Resolution and, if the Transaction is completed, to be paid the fair value of their Units in accordance with the provisions of sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, Interim Order and final order. This right is described in detail in the accompanying Circular under the heading “ Dissent Rights ”. Failure to comply strictly with the dissent procedures described in the Circular may result in the loss or unavailability of any right of dissent. Beneficial holders of Units registered in the name of a broker, investment dealer, bank, trust company, nominee or other intermediary who wish to dissent should be aware that only Registered Unitholders are entitled to dissent. Accordingly, a Beneficial Unitholder who desires to exercise rights of dissent must make arrangements for the registered holder of such Units to dissent on the holder’s behalf.

ii

WHO TO CONTACT IF YOU HAVE QUESTIONS

If you have any questions or need assistance in your consideration of the Transaction or with the completion and delivery of your proxy, please contact the REIT’s proxy solicitation agent and unitholder communications advisor, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (outside of North America) or by e-mail at assistance@laurelhill.com. If the Transaction is completed and you have any questions about depositing your Units to the Transaction, including with respect to completing the applicable letter of transmittal, please contact Computershare Investor Services Inc., which is acting as depositary under the Transaction, by telephone at 1 (800) 5646253 (toll free in North America) or (514) 9827555 (outside North America), by facsimile at (905) 771-4082 or by email at corporateactions@computershare.com.

DATED at Toronto, Ontario, this 2[nd] day of September, 2021.

BY ORDER OF THE BOARD OF TRUSTEES

“Scott T. Frederiksen”

Scott T. Frederiksen Chief Executive Officer and Chair of the Board of Trustees WPT Industrial Real Estate Investment Trust

iii