TomaGold Announces Closing of Second Tranche Private Placement
NEWS RELEASE
TSXV: LOT
TomaGold Announces Closing of Second Tranche Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Montreal, Québec, December 31, 2024 ‒ TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the
“Corporation”) is pleased to announce that it has closed the second tranche (the “Second Tranche”) of its
previously announced non-brokered private placement (the “Private Placement”). Pursuant to the closing
of the Second Tranche, the Corporation issued 7,600,000 common shares of the Corporation (“Common
Shares”) at a price of $0.02 per Common Share for gross proceeds of $152,000 and issued 3,200,000
common shares on a “flow-through” basis (“FT Shares”) at a price of $0.025 per FT Share for gross proceeds
of $80,000.
As a result of the closing of the Second Tranche of the Private Placement, there are 239,751,753 common
shares of the Corporation issued and outstanding.
All securities issued in connection with the Second Tranche of the Private Placement will be subject to a
statutory hold period of 4 months and a day from their issuance, expiring on May 1, 2025 and when
applicable, to the hold period of the TSX Venture Exchange. In total, TomaGold has issued 7,600,000
Common Shares and 13,800,000 FT Shares in the first and second tranches of the Private Placement.
Two officers, one of which is also a director of TomaGold (the “Insiders”) purchased, directly and indirectly,
6,600,000 Common Shares and 1,600,000 FT Shares for a total consideration of $172,000. The issuance of
Common Shares and FT Shares to Insiders constitutes a related party transaction, but is exempt from the
formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions (“MI 61-101”) as TomaGold’s securities are not listed on
any stock exchange identified in Section 5.5(b) of MI 61-101 and the fair market value of the Common
Shares and FT Shares issued to the Insiders does not exceed 25% of the Corporation’s market capitalization.
TomaGold did not file a material change report with respect to the participation of the Insiders at least
21 days prior to the closing of the Private Placement, as the insider participation was not determined at
that time.
Additional closings of the Private Placement may be held until January 20, 2025, subject to a maximum of
25,000,000 Common Shares at a price of $0.02 per Common Share and a maximum of 20,000,000 FT Shares
at a price of $0.025 per FT Share, for total maximum gross proceeds of $1,000,000.
Closing of the Private Placement remains subject to final approval of the TSX Venture Exchange.
This press 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 a U.S. person (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 pursuant to an exemption from such registration requirements.
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About TomaGold
TomaGold Corporation (TSXV: LOT) is a Canadian mineral exploration company engaged in the acquisition,
assessment, exploration and development of gold, copper, rare earth elements and lithium projects.
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 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 ability to complete the private
placement, 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 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.