TomaGold Announces Proposed Private Placement
TSXV: LOT OTCPK: TOGOF PRESS RELEASE
TomaGold Announces Proposed Private Placement
Montreal, Québec, November 7, 2025 ‒ TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF)
(“TomaGold” or the “Company”) announces that, subject to filings with and approval from the TSX
Venture Exchange (the “TSXV”), it intends to complete a non -brokered private placement for gross
proceeds of up to $2,250,000 (the “OMering”). The OKering will consist of up to 30,000,000 common
shares of the Company issued on a “flow-through” basis (“FT Shares”) at a price of $0.05 per FT Share,
and up to 18,750,000 units (the “Units”) at a price of $0.04 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,
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.
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). No proceeds from the OKering
will be used for investor relations purposes nor any payments will be made to non-arm’s length persons
or to persons conducting investor relations activities.
The securities issued under the OKering, 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 OKering remains subject to the approval of the
TSXV.
This news release does not constitute an o1er to sell or a solicitation of an o1er 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 o1ered 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.
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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 di1er materially from those in the forward-looking statements. Factors that could cause the
actual results to di1er 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 di1er 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.