Mr. David Grondin reports
TOMAGOLD ANNOUNCES PROPOSED PRIVATE PLACEMENT AND PROPOSED DEBT SETTLEMENT
Subject to the filings with and the approval from the TSX Venture Exchange, TomaGold Corp. intends to complete a non-brokered private placement of up to 20 million common shares of the company on a flow-through basis (FT shares) at a price of 2.5 cents per FT share and up to 25 million common shares of the company at a price of two cents per common share for aggregate gross proceeds of up to $1-million.
The net proceeds from the private placement will be used for general exploration and working capital. In connection with the private placement, the corporation may pay finders' fees to eligible finders. All securities issued in connection with the private placement will be subject to a statutory hold period of four months and a day from their issuance.
Additionally, the company entered into shares for debt agreements to settle debt totalling $581,861.74 in common shares owing to several creditors. The debt shares will be issued at a deemed price of two cents per share, in accordance with the policies of the TSX Venture Exchange.
The issuance of the debt shares to the creditors will constitute a related party transaction within the meaning of the TSX-V Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the debt shares, nor the debt, exceeds 25 per cent of the company's market capitalization (as determined under MI 61-101).
The issuance of the debt shares is subject to the approval of the TSX-V. All debt shares issued will be subject to a hold period which will expire on the date that is four months and one day from the date of issue.
About TomaGold
Corp.
TomaGold is a Canadian mineral exploration company engaged in the acquisition, assessment, exploration and development of gold, copper, rare-earth elements and lithium projects.
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