Mr. David Grondin reports

TOMAGOLD ANNOUNCES SPIN-OUT CORPORATION FOR MONSTER LAKE AND NEWLY ACQUIRED GOLD ASSETS

TomaGold Corp.'s board of directors has approved, in principle, a strategic reorganization of the corporation's assets, pursuant to which the corporation would spin out its interests in the Monster Lake and Irene Lake exploration projects into a newly incorporated subsidiary (Monster Exploration), with the intent of listing Monster Exploration on the TSX Venture Exchange. The corporation has entered into two letters of intent with arm's-length parties, with respect to the acquisition by Monster Exploration of interests in two additional gold projects in the vicinity of Monster Lake: Anik from Kintavar Exploration Inc. and Diego from a private individual. TomaGold will continue to hold its interests in its other projects in Quebec and Ontario. Subsequent to, or in connection with the completion of the spinout, TomaGold intends to pursue capital market opportunities and consolidate its share capital.

Highlights:

• Combined spinout assets valued at $22.66-million;
• Newly acquired assets include the Anik property from Kintavar Exploration and the Diego project;
• Concurrent financing of a minimum of $8-million in the spinout corporation, Monster Exploration;
• New consolidated Monster Lake sector will consist of 610 claims covering 311 square kilometres.

It is proposed that the transaction be carried out by way of a statutory plan of arrangement, pursuant to the Canada Business Corporations Act. Under the terms of the spinout, shareholders of TomaGold would exchange their existing common shares of TomaGold for the same number of new common shares of TomaGold (having the identical terms of the existing TomaGold common shares) and common shares of Monster Exploration. The number of common shares of Monster Exploration to be issued to each TomaGold shareholder under the spinout has not yet been determined, but the TomaGold exploration assets are expected to be transferred at a valuation of $22.66-million, based on an independent valuation and fairness opinion. There would be no change in the shareholders' holdings in TomaGold as a result of the spinout.

Concurrent with the spinout, the corporation intends to complete a financing into Monster Exploration for minimum gross proceeds of $8-million. The net proceeds of the financing will be used to finance, among other things, the working capital of Monster Exploration, exploration work and potential future acquisitions. Further terms and conditions shall be set out in the form of a subscription agreement that will be made available to interested eligible investors, who are directed to contact the corporation by e-mail.

"Spinning out our Monster Lake assets will create a tremendous opportunity for our shareholders and for investors that wish to be part of an area play with great potential," commented David Grondin, president and chief executive officer of TomaGold. "Monster Exploration's main asset will be the Monster Lake deposit, which has a high-grade inferred resource of 1,109,700 tonnes at 12.14 grams per tonne gold for 433,300 ounces of contained gold. It will also include several promising underexplored projects and an enhanced technical team with a recognized expertise for exploring mining projects in Quebec, and will be well funded once the private placement closes.

"For its part, TomaGold will be able to focus on its wholly owned Obalski project, as well as its Sidace Lake and Baird properties, which also hold promising value."

Background and transaction

The letters of intent arose out of discussions with mining companies that had projects around TomaGold's flagship Monster Lake project and sought to consolidate the properties and management's operational know-how in the region. The corporation plans to create Monster Exploration as a stand-alone entity for these projects in order to increase the potential of the Monster Lake project through consolidation and capitalize on the positive global gold market anticipated in the coming years. Monster Exploration is anticipated to have some overlap with TomaGold regarding directorships and management, but new people with strong skill sets will be incorporated into the team. The final management structure of Monster Exploration will be announced in conjunction with the final terms of the spinout, but will include David Grondin as president and chief executive officer, Alain Cayer as vice-president exploration and Kiril Mugerman as chairman of the board. Monster Exploration will have separate sources of financing and independent operations.

Management anticipates that upon the closing of the spinout and the financing, approximately 63 per cent of the issued and outstanding common shares of Monster Exploration will be owned by TomaGold shareholders of record, while participants in the financing will own approximately 22 per cent and Kintavar will own approximately 14 per cent.

Further details of the spinout and arrangement will be provided in the management information circular to be mailed to shareholders of TomaGold and filed on SEDAR in connection with the meeting of shareholders to be held to approve the transaction, currently planned for the spring of 2019.

The arrangement remains subject to: (i) the approval of the shareholders of TomaGold; (ii) the receipt of a final court order from the Superior Court of Quebec; and (iii) the approval of the TSX-V for the listing of Monster Exploration. Notwithstanding receipt of all requisite approvals, the directors of TomaGold reserve the right to elect not to proceed with the arrangement and the spinout.

Transaction assets

It is planned that Monster Exploration, upon going public, will have interests in two additional gold projects, in addition to its 50-per-cent interest in the Monster Lake project and 100-per-cent interest in the adjacent Irene project, subject to completion of the acquisition transactions with Quinto Resources Inc. and Brunswick Resources Inc., respectively. The two projects are described herein.

Anik project

The Anik gold project is located 40 kilometres southeast of the town of Chapais and 55 kilometres to the south of the town of Chibougamau in Quebec. The project consists of 120 claims totalling 6,700 hectares.

Most of the project area can be accessed via the gravel road linking the former Joe Mann mine to Route 167, a paved road connecting the Lac Saint-Jean region to Chibougamau. The nearby towns of Chapais, Chibougamau and Ouje-Bougoumou provide facilities and a work force for exploration and mining development. The southeast claims block is crossed by a Hydro-Quebec high-voltage power line.

Located in the Opawica-Guercheville deformation corridor, host to several gold mines and deposits, the eastern portion of the property is located less than seven kilometres from the Joe Mann mine as well as the Lac Meston and Philibert deposits. The western portion of the property is located less than 10 kilometres to the south of the Monster Lake and Fancamp gold projects. In addition, the main gold zones of the Nelligan property, a joint venture between Vanstar Resources and Iamgold Corp., are surrounded to the north, south and east by Anik property boundaries at a distance of less than 1,500 metres.

TomaGold and Kintavar have entered into a letter of intent, whereby Monster Exploration will acquire 100 per cent of Kintavar's interest in and to Anik as well as the related assets and liabilities comprising Anik, including: (i) the right of Societe de Developpement de la Baie James (SDBJ) to be granted a 0.1-per-cent net smelter return royalty affecting Anik, which may be purchased for $125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord Inc., a subsidiary of Geomega Resources Inc., and SDBJ; and (ii) the right of Administration Regionale Baie-James (ARBJ) to be granted a 0.1-per-cent net smelter return royalty affecting Anik, which may be purchased for $125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord and ARBJ.

The consideration for the Anik transaction will be $5-million, payable by the issuance to Kintavar of common shares of Monster Exploration, at a deemed price per share equal to the financing price, at the closing of the Anik transaction.

The Anik consideration shares will be issued to Kintavar pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four months and one day in Canada.

The Anik transaction is subject to certain conditions, including: (i) the completion of the financing and the spinout before or concurrently with the Anik transaction; (ii) the appointment of two directors of Monster Exploration by Kintavar; and (iii) the approval of the TSX-V. Kintavar has agreed to deal exclusively with TomaGold until June 30, 2019.

Diego project

The Diego gold project is located on the northwest border of the Lac Doda property.

TomaGold and Antoine Fournier (AF) have entered into a letter of intent, whereby Monster Exploration will acquire 100 per cent of AF's interest in and to Diego as well as the related assets and liabilities comprising Diego.

The consideration for the Diego transaction will be $160,000, payable by the issuance to AF of common shares of Monster Exploration, at a deemed price per share equal to the financing price, at the closing of the Diego transaction.

The Diego consideration shares will be issued to AF pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four months and one day in Canada.

The Diego transaction is subject to certain conditions, including: (i) the completion of the financing and the spinout before or concurrently with the Diego transaction; and (ii) the approval of the TSX-V. AF has agreed to deal exclusively with TomaGold until June 30, 2019.

Resulting entities

Upon closing of the spinout, the assets of Monster Exploration and TomaGold will be divided.

Monster Exploration:

• Monster Lake joint venture -- a 50-per-cent interest in the Monster Lake, Winchester and Lac-a-l'Eau-Jaune properties (Iamgold holds the other 50 per cent);
• A 100-per-cent interest in six adjacent properties (Monster Lake East, Monster Lake West, Anik, Lac Doda, Irene Lake and Diego);
• A 70-per-cent interest in the Hazeur property.

As a result, the new consolidated Monster Lake sector will consist of 610 claims covering 311 square kilometres.

TomaGold:

• A 100-per-cent interest in the Obalski property;
• A 39.5-per-cent interest in the Sidace Lake property (Goldcorp Inc. holds 60.5 per cent);
• A 24.5-per-cent interest in the Baird property (Goldcorp holds 51 per cent and New Gold Inc. holds 24.5 per cent);
• A total of 1,752,000 common shares of Quinto Resources.

Trading halt

Further details of the spinout and TomaGold's search for capital market opportunities will be included in subsequent news releases and disclosure documents to be filed by the corporation.

Trading in the common shares of TomaGold is currently halted and is expected to remain halted pending preparation by TomaGold of a management information circular for a special meeting of shareholders to consider the transaction, at which time TomaGold may request a reinstatement of trading.

A comprehensive press release regarding the transaction will follow, in accordance with the policies of the TSX-V, when the terms and conditions of the transaction are finalized.

Qualified person

The technical content of this press release has been reviewed and approved by Claude P. Larouche, Eng, a qualified person under National Instrument 43-101.

About TomaGold Corp.

TomaGold is a Canadian mineral exploration company engaged in the acquisition, assessment, exploration and development of gold mineral properties. It currently has joint venture agreements with Iamgold for the Monster Lake project, with Goldcorp for the Sidace Lake property, and with Goldcorp and New Gold for the Baird property. TomaGold has interests in seven gold properties near the Chibougamau mining camp in Northern Quebec: Monster Lake, Winchester, Lac-a-l'Eau-Jaune, Monster Lake East, Monster Lake West, Obalski and Lac Doda.

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