TomaGold Announces Proposed Private Placement
TSXV: LOT OTCPK: TOGOF PRESS RELEASE
TomaGold Announces Proposed Private Placement
Montreal, Québec, April 15, 2026 ‒ TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF)
(“TomaGold” or the “Company”) announces that, subject to the receipt of all required filings with and
approvals from the TSX Venture Exchange (the “TSXV”), it intends to complete a non-brokered private
placement for gross proceeds of up to $1,500,000 (the “ONering”). The OLering will consist of up to
10,000,000 flow-through units of the Company (“FT Units”) at a price of $0.075 per FT Unit, and up to
12,500,000 hard cash units (the “HC Units”) at a price of $0.06 per HC Unit.
Each HC Unit will consist of one common share in the capital of the Company and one-half of one share
purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to
purchase one additional common share at a price of $0.10 for a period of 24 months from the date of
issuance. Each FT Unit will consist of one common share in the capital of the Company that will qualify as
a “flow-through share” for the purposes of the Income Tax Act (Canada) (each, a “FT Share”) and one-half
of one Warrant.
The Company intends to use the gross proceeds from the sale of the FT Units 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). The net proceeds from the sale
of the HC Units will be used by the Company for general and corporate working capital purposes.
The Company will pay a finder’s fee in cash and issue broker warrants in connection with the OLering
equal to 6% of the gross proceeds received from subscribers introduced to the Company by arm’s-length
finders.
The securities issued under the OLering, including the common 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, if applicable. The OLering is subject to
the approval of the TSXV.
This news release does not constitute an o5er to sell or a solicitation of an o5er 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 o5ered or sold within the United States or to, or for the account or benefit of, U.S. Persons (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 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 Québec and Ontario. The Company’s core assets are located in the
Chibougamau Mining Camp in northern Québec, where it owns the Obalski gold-copper-silver project and
holds options to acquire 12 additional properties, including the Berrigan Mine, Brosnan, Radar and Dufault
2
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
Follow TomaGold:
WhatsApp: https://www.whatsapp.com/channel/0029Vb79qG6LdQeiiErI1e27
LinkedIn: https://www.linkedin.com/company/tomagold-corporation
Facebook: https://www.facebook.com/TomaGoldCorporation
Instagram: https://www.instagram.com/tomagoldcorp
X: https://x.com/tomagoldcorp
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 di5er materially from those in the forward-looking statements. Factors that could cause the actual
results to di5er materially from those in forward-looking statements include the failure to obtain TSXV
approval for the O5ering, the inability to complete the O5ering in whole or in part, the Company's ability to
incur eligible expenditures and renounce qualifying Canadian exploration expenses in respect of the FT
Units, continued availability of capital and financing, market prices, 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 di5er 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.