TomaGold Announces Closing of First Tranche of Private Placement Featuring Strategic Investment from SIDEX and NQIM

MONTREAL--(BUSINESS WIRE)--TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF) (“TomaGold” or the “Company”) is pleased to announce the closing of the first tranche (the “First Tranche”) of its previously announced non-brokered private placement (the “Private Placement”) for total proceeds of $853,969.98. The First Tranche was completed through the issuance of 10,483,333 hard cash units (the “HC Units”) at a price of $0.06 per HC Unit, and of 2,999,600 flow-through units of the Company (“FT Units”) at a price of $0.075 per FT Unit. Each HC Unit consists of one common share in the capital of the Company and one-half of one share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one additional common share at a price of $0.10 for a period of 24 months from the date of issuance. Each FT Unit consists of one common share in the capital of the Company that will qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant.

David Grondin, President and CEO of TomaGold, stated: “We are pleased to welcome SIDEX and NQIM as strategic investors in TomaGold. Their support underscores the strong exploration potential of our Berrigan Mine project, currently in Phase 2 of drilling. This first tranche of our ongoing private placement strengthens our financial position as we continue to advance our Chibougamau projects, located within one of Québec’s most prolific mining camps.”

In connection with the closing of the First Tranche, the Company paid aggregate cash finder’s fees of $3,673.35 and issued 68,976 compensation warrants to eligible finders (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.10 for a period of 24 months from the date of issuance.

The Company intends to use the gross proceeds from the sale of the FT Units to incur exploration expenses that are eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures”, as such terms are defined in the Income Tax Act (Canada). The net proceeds from the sale of the HC Units will be used by the Company for general and corporate working capital purposes.

The securities issued under the Private Placement, including the common shares underlying the Warrants and the Compensation Warrants, are subject to a hold period of four months and one day from the date of issuance. The Private Placement remains subject to final approval of the TSX Venture Exchange (the “TSXV”).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About SIDEX Limited Partnership
SIDEX is an initiative of the Québec government and the Fonds de solidarité FTQ. Its mission is to invest in companies engaged in mineral exploration in Québec in order to diversify the province’s mineral base, promote innovation and encourage new entrepreneurs.

About NQ Investissement Minier
NQ Investissement Minier (NQIM) is a regional investment fund based in Matagami and dedicated to the development of mining in Northern Québec. The fund provides financial support and strategic expertise to exploration companies, with investments guided by a sustainable and responsible approach aimed at generating positive benefits for local and Indigenous communities.

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 Québec and Ontario. The Company’s core assets are located in the Chibougamau Mining Camp in northern Québec, where it owns the Obalski gold-copper-silver project and holds options to acquire 12 additional properties, including the Berrigan Mine, Brosnan, Radar 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.

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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 failure to obtain TSXV approval for the Private Placement, the inability to complete the Private Placement in whole or in part, the Company's ability to incur eligible expenditures and renounce qualifying Canadian exploration expenses in respect of the FT Units, continued availability of capital and financing, market prices, 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.