TomaGold Announces Amendments to Mining Property Option Agreements

MONTREAL--(BUSINESS WIRE)--TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF) (“TomaGold” or the “Company”) announces that it has entered into amendments (the “Amending Agreements”) with Chibougamau Independent Mines Inc. (TSXV: CBG) (“CIM”) and Globex Mining Enterprises Inc. (TSX: GMX) (“Globex”), to the option agreements dated August 11, 2023, as amended, pursuant to which the Company has the right to acquire up to one hundred percent (100%) interest in certain mining properties that currently form the majority of the Chibougamau Mining Camp, in Québec, Canada.

Amending Agreement with CIM

The Amending Agreement signed with CIM provides that TomaGold may acquire a 100% interest in the Berrigan South (Au-Zn), Berrigan Mine (Au-Ag-Zn), Antoinette Lake (Zn-Au-Ag), Élaine Lake (Zn-Au-Ag) and Gwillim (Au-Cu) properties (the “CIM Properties”) in consideration of:

• $2,700,000 in cash payments, of which $300,000 has been completed, and the balance to be paid as follows: (i) $50,000 upon receipt of the TSXV approval; (ii) $150,000 no later than December 31, 2025 (the “Second Anniversary”); (iii) $200,000 no later than three (3) years after the Effective Date (the “Third Anniversary”); (iv) $500,000 no later than four (4) years after the Effective Date (the “Fourth Anniversary”); (v) $750,000 no later than five (5) years after the Effective Date (the “Fifth Anniversary”); and (vi) $750,000 no later than six (6) years after the Effective Date (the “Sixth Anniversary”);
• $1,850,000 in common shares (each a “Consideration Share”) of the Company at the VWAP on the applicable anniversary date, of which $450,000 has been completed by the issuance of 9,000,000 Consideration Shares, and the balance to be issued as follows: (i) $200,000 on the Second Anniversary; (ii) $200,000 on the Third Anniversary; (iii) $300,000 on the Fourth Anniversary; (iv) $350,000 on the Fifth Anniversary; and (v) $350,000 on the Sixth Anniversary; and
• $5,600,000 in expenditures on the CIM Properties as follows: (i) $600,000 no later than the Second Anniversary; (ii) $800,000 no later than the Third Anniversary; (iii) $1,200,000 no later than the Fourth Anniversary; (iv) $1,500,000 no later than the Fifth Anniversary; and (v) $1,500,000 no later than the Sixth Anniversary.

Amending Agreement with Globex

The Amending Agreement signed with Globex provides that TomaGold may exercise its option to acquire a 100% interest in the Gwillim group of claims (Au-Ag) (the “Globex Property”) in consideration of:

• $140,000 in cash payments, of which $15,000 has been completed, and the balance to be paid as follows: (i) $15,000 upon receipt of the TSXV approval; (ii) $10,000 no later than the Second Anniversary; (iii) $25,500 no later than the Third Anniversary; (iv) $37,500 no later than the Fourth Anniversary; and (v) $37,500 no later than the Fifth Anniversary;
• $131,250 in Consideration Shares, of which $31,250 has been completed by the issuance of 1,125,000 Consideration Shares, and the balance to be issued as follows: (i) $25,000 on the Second Anniversary; (ii) $25,000 on the Third Anniversary; (iii) $25,000 on the Fourth Anniversary; and (iv) $25,000 on the Fifth Anniversary; and
• $1,500,000 in expenditures on the Globex Property as follows: (i) $150,000 no later than the Second Anniversary; (ii) $150,000 no later than the Third Anniversary; (iii) $200,000 no later than the Fourth Anniversary; (iv) $500,000 no later than the Fifth Anniversary; and (v) $500,000 no later than the Sixth Anniversary.

Closing of the CIM transaction remains subject to final approval from the TSX Venture Exchange and no further payment will be made until the approval has been issued. The Consideration Shares are subject to a resale restriction period of four months and one day.

The technical content of this press release has been reviewed and approved by Jean Lafleur, P.Geo., the Company’s Vice President of Exploration and a qualified person under National Instrument 43-101.

About TomaGold

TomaGold Corp. (TSXV: LOT, OTCPK: TOGOF) is a Canadian junior mining company focused on the acquisition, exploration, and development of high-potential precious and base metal projects, with a primary focus on gold and copper in Quebec and Ontario. The Company’s core assets are located in the Chibougamau Mining Camp in northern Quebec, where it owns the Obalski gold-copper-silver project and holds options to acquire 12 additional properties, including the Berrigan Mine, Radar, David, and Dufault projects. TomaGold also holds a 24.5% joint venture interest in the Baird gold property near the Red Lake Mining Camp in Ontario. In addition, the Company has lithium and rare earth element (REE) projects in the James Bay region, strategically positioned near significant recent discoveries.

Cautionary Statement on Forward-Looking Information

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the potential results of exploration and drilling activities, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions, or other factors should change.

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