Mr. David Grondin reports

TOMAGOLD ANNOUNCES SHARES FOR DEBT TRANSACTION, CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT AND AMENDMENTS TO TERMS OF ACQUISITIONS

TomaGold Corp. has provided a corporate update.

Share-for-debt transaction

Further to its previous news release dated Dec. 6, 2024, the corporation has settled a total of $541,380.94 of its outstanding debt by issuing to the creditors thereof an aggregate of 27,069,047 common shares in the capital of the corporation at a deemed price of two cents per share. All securities issued pursuant to the debt settlement were issued to arm's-length parties to the corporation and are subject to a four-month-and-one-day hold period from their issuance date until April 24, 2025.

Closing of the first tranche of the private placement

The corporation has closed a first tranche of its previously announced non-brokered private placement. Pursuant to the closing of the first tranche, the corporation has issued 10.6 million common shares on a flow-through (FT) basis at a price of 2.5 cents per FT share for gross proceeds of $265,000.

The corporation plans to complete a second tranche of the private placement of up to 9.4 million FT shares at a price of 2.5 cents and up to 25 million common shares at a price of two cents, for aggregate gross proceeds of up to $735,000, on or before Dec. 31, 2024.

In connection with the first tranche of the private placement, the corporation paid finders' fees to eligible finders, consisting of $17,500 in cash and 700,000 common share purchase warrants. Each finder's warrant is exercisable to acquire one common share of the corporation at an exercise price of five cents per common share for a period of 24 months.

All securities issued in connection with the first tranche of the private placement will be subject to a statutory hold period of four months and one day from their issuance.

The closing of the private placement and the closing of the debt settlement remain subject to final approval of the TSX Venture Exchange.

Amending agreements

TomaGold has entered into respective amending agreements with Chibougamau Independent Mines Inc. and Globex Mining Enterprises Inc. to amend its previously announced option agreements by extending the cash payments and expenditures due in September, 2024, to June 30, 2025, or such other date as agreed by the parties. TomaGold has also entered into an amending agreement with Soquem Inc. to extend exploration expenditures due for Dec. 15, 2024, to April 30, 2025.

The initial transactions with Chibougamau, Globex and Soquem were announced in news releases dated Aug. 14, 2023, Sept. 13, 2023, Sept. 18, 2023, and Feb. 8, 2024.

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.

We seek Safe Harbor.