TomaGold Proclaims Closing of Second Tranche Personal Placement

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MONTREAL — TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Company”) is happy to announce that it has closed the second tranche (the “Second Tranche”) of its beforehand introduced non-brokered personal placement (the “Personal Placement”). Pursuant to the closing of the Second Tranche, the Company issued 7,600,000 frequent shares of the Company (“Frequent Shares”) at a worth of $0.02 per Frequent Share for gross proceeds of $152,000 and issued 3,200,000 frequent shares on a “flow-through” foundation (“FT Shares”) at a worth of $0.025 per FT Share for gross proceeds of $80,000.

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On account of the closing of the Second Tranche of the Personal Placement, there are 239,751,753 frequent shares of the Company issued and excellent.

All securities issued in reference to the Second Tranche of the Personal Placement will likely be topic to a statutory maintain interval of 4 months and a day from their issuance, expiring on Might 1, 2025 and when relevant, to the maintain interval of the TSX Enterprise Trade. In complete, TomaGold has issued 7,600,000 Frequent Shares and 13,800,000 FT Shares within the first and second tranches of the Personal Placement.

Two officers, considered one of which can be a director of TomaGold (the “Insiders”) bought, instantly and not directly, 6,600,000 Frequent Shares and 1,600,000 FT Shares for a complete consideration of $172,000. The issuance of Frequent Shares and FT Shares to Insiders constitutes a associated occasion transaction, however is exempt from the formal valuation and minority approval necessities of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”) as TomaGold’s securities should not listed on any inventory trade recognized in Part 5.5(b) of MI 61-101 and the honest market worth of the Frequent Shares and FT Shares issued to the Insiders doesn’t exceed 25% of the Company’s market capitalization. TomaGold didn’t file a fabric change report with respect to the participation of the Insiders a minimum of 21 days previous to the closing of the Personal Placement, because the insider participation was not decided at the moment.

Further closings of the Personal Placement could also be held till January 20, 2025, topic to a most of 25,000,000 Frequent Shares at a worth of $0.02 per Frequent Share and a most of 20,000,000 FT Shares at a worth of $0.025 per FT Share, for complete most gross proceeds of $1,000,000.

Closing of the Personal Placement stays topic to remaining approval of the TSX Enterprise Trade.

This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any of the securities in the USA. The securities haven’t been and won’t be registered beneath the USA Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines and might not be provided or bought inside the USA or to or for the account or good thing about a U.S. particular person (as outlined in Regulation S beneath the U.S. Securities Act) until registered beneath the U.S. Securities Act and relevant state securities legal guidelines or pursuant to an exemption from such registration necessities.

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About TomaGold
TomaGold Company (TSXV: LOT) is a Canadian mineral exploration firm engaged within the acquisition, evaluation, exploration and growth of gold, copper, uncommon earth components and lithium tasks.

Cautionary Assertion on Ahead-Wanting Info
This information launch consists of sure statements that could be deemed “forward-looking statements”. All statements on this information launch, aside from statements of historic details, that deal with occasions or developments that the Firm expects to happen, are forward-looking statements. Ahead-looking statements are statements that aren’t historic details and are typically, however not at all times, recognized by the phrases “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “tasks”, “potential” and related expressions, or that occasions or situations “will”, “would”, “could”, “may” or “ought to” happen. Though the Firm believes the expectations expressed in such forward-looking statements are based mostly on cheap assumptions, such statements should not ensures of future efficiency and precise outcomes could differ materially from these within the forward-looking statements. Components that would trigger the precise outcomes to vary materially from these in forward-looking statements embrace capacity to finish the personal placement, market costs, continued availability of capital and financing, and normal financial, market or enterprise situations. Traders are cautioned that any such statements should not ensures of future efficiency and precise outcomes or developments could differ materially from these projected within the forward-looking statements. Ahead-looking statements are based mostly on the beliefs, estimates and opinions of the Firm’s administration on the date the statements are made. Besides as required by relevant securities legal guidelines, the Firm undertakes no obligation to replace these forward-looking statements within the occasion that administration’s beliefs, estimates, opinions, or different elements ought to change.

Neither TSX Enterprise Trade nor its Laws Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts accountability for the adequacy or accuracy of this information launch.