TomaGold Announces Closing of Oversubscribed Flow-Through Private Placement, New Private Placement and Grant of Stock Options

TSXV: LOT OTCPK: TOGOF PRESS RELEASE

TomaGold Announces Closing of Oversubscribed Flow-Through Private

Placement, New Private Placement and Grant of Stock Options

Montreal, Québec, December 31, 2025 ‒ TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF)

(“TomaGold” or the “Company”) is pleased to announce the closing of its previously announced non-

brokered private placement (the “ Private Placement”) for total proceeds of $348,075.45. The

oversubscribed Private Placement was completed through the issuance of 5,355,007 common shares of

the Company on a “flow-through” basis (the “FT Shares”) at a price of $0.065 per FT Share.

In connection with the Private Placement, TomaGold paid aggregate cash finder’s fees of $9,617.27 and

issued 96,173 finder’s compensation warrants to the eligible finders (the “Finder’s Warrants”). Each

Finder’s Warrant entitles the holder to purchase one common share of the Company at $0.10 per common

share for a period of 24 months from the date of issuance.

All securities issued in connection with the Private Placement are subject to a statutory hold period of

4 months and a day from their issuance. The Company intends to use the gross proceeds from the sale of

the FT Shares 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).

Closing of the Private Placement remains subject to final approval of the TSX Venture Exchange (the

“TSXV”).

New Private Placement

The Company also announces that, subject to filings with and approval from the TSX V, it intends to

complete a non-brokered private placement for gross proceeds of up to $150,000 (the “OSering”). The

O]ering will consist of up to 2,727,273 units (the “Units”) at a price of $0.055 per Unit, each consisting of

one common share in the capital of the Company (each, a “Share”) and one-half of one Share purchase

warrant (each whole warrant, a “Warrant”), each entitling the holder thereof to purchase one additional

Share at $0.10 for a period of 24 months from the date of issuance thereof.

The net proceeds from the sale of the Units will be mainly used by the Company for general and corporate

working capital purposes.

The securities to be issued under the O]ering, including the Shares underlying the Warrants will be subject

to a hold period of four months and one day, under applicable Canadian securities laws and the

concurrent TSXV hold period pursuant to the policies of the TSXV . The O]ering remains subject to the

approval of the TSXV .

Grant of Stock Options

The Company has granted an aggregate of 9, 750,000 stock options under its stock option plan to

directors, o]icers and consultants of the Company, entitling them to acquire the same number of

common shares of the Company at a price of $0.065 per share for a period of five years.

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This news release does not constitute an o>er to sell or a solicitation of an o>er 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 o>ered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities

Act and applicable state securities laws or an exemption from such registration is available.

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.

Contact:

David Grondin

President and Chief Executive Officer

(514) 583-3490

www.tomagoldcorp.com

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 forwar d-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 di>er materially from those in the forward-looking statements. Factors that could cause the

actual results to di>er 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 di>er 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.