TomaGold Announces Closing of the First Tranche of Its Private Placement

TSXV: LOT OTCPK: TOGOF PRESS RELEASE

TomaGold Announces Closing of the First Tranche

of Its Private Placement

Montreal, Québec, November 21, 2025 ‒ TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF)

(“TomaGold” or the “Company”) is pleased to announce that it has closed the first tranche (the “First

Tranche”) of its previously announced non-brokered private placement (the “Private Placement”) for

total proceeds of $1,105,000, through the issuance of: (i) 19,300,000 common shares of the Company on

a “flow-through” basis (the “FT Shares”) at a price of $0.05 per FT Share; and (ii) 3,500,000 units (the

“Units”) at a price of $0.04 per Unit. Each Unit consists 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 $0.08 for a period of

24 months from the date of issuance thereof.

In connection with the First Tranche of the Private Placement, TomaGold paid aggregate cash finder’s fees

of $56,000 and issued 1,120,000 finder’s compensation warrants to the eligible finders (the “ Finder’s

Warrants”). Each Finder’s Warrant entitles the holder to purchase one Share of the Company at $0.08 per

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

All securities issued in connection with the First Tranche of the Private Placement are subject to a

statutory hold period of 4 months and a day from their issuance. The net proceeds from the sale of the

Units will be mainly used by the Company for general and corporate working capital purposes, with no

specific use representing 10% or more of the gross proceeds. 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).

An o]icer of TomaGold (the “Insider”) purchased, directly and indirectly, 750,000 Units for a total

consideration of $30,000 which 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 Shares issued to

the Insider does not exceed 25% of the Company’s market capitalization. TomaGold did not file a material

change report with respect to the participation of the Insider at least 21 days prior to the closing of the

Private Placement as the insider participation was not determined at that time.

Closing of the Private Placement remains subject to final approval of the TSXV Venture Exchange.

Marketing Agreement

TomaGold has engaged the ser vices of OTCWagon (“OTCW”) for a 38-day market awareness program in

compliance with the policies and guidelines of the TSX Venture Exchange and other applicable legislation.

OTCW will be paid a one-time fee of C$10,000. The agreement between the Company and OTCW was

signed on November 21, 2025 for a 38-day term. There are no performance factors contained in the

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agreement and no stock options or other compensation in connection with the engagement. OTCW and

its clients may acquire an interest in the securities of the Company in the future.

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 diHer materially from those in the forward-looking statements. Factors that could cause the

actual results to diHer 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 diHer 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.