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TOC.CN ·

$1,200,000 private placement anounced

Financings

PRESS RELEASE

Tocvan Announces Private Placement with Lead order From Prominent Financier from Mexico

Calgary, Alberta – November 3, 2021 Tocvan Ventures Corp. (the “Company”) (CSE: TOC; OTCQB: TCVNF; WKN: TV3/A2PE64), is pleased

to announce it will be proceeding with a non -brokered private placement of up to 1,200,000 units (the “Units”) at CAD $1.00 per Unit

for gross proceeds of up to CAD $ 1,200,000 (the “ Offering”). A lead order has been established with a prospective long -term

shareholder with extensive experience in Mexican mineral exploration and development. Each Unit is comprised of one common share

of the Company (a “ Share”) and one half of one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder

to acquire one additional Share in the capital of the Company at a price of CAD $1.50 for a period of 24 months from the date the Units

are issued, subject to the accelerated expiry provision described below.

If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Offering,

the closing sales price of the Shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Canadian Securities

Exchange (“Exchange”) is greater than CAD $1.90 per Common Share, the Company may provide notice in writing to the holders of the

Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which

the Company issues such press release.

Closing of the Offering is subject to several conditions, including receipt of all necessary corporate and regulatory approva ls, including

the Exchange (CSE). All securities issued in connection with the Offering will be subject to a statutory hold period of four mont hs plus

a day from the date of issuance in accordance with applicable securities legislation in Canada as well as the required lege nd under

applicable U.S. securities legislation. The proceeds from the Offering will be used for general working capital. The Company may pay

finders fees and finder warrants to eligible finders.

“After reviewing many finance options for Tocvan we are extremely pleased to bring on board a strong Long-Term Shareholder that has

extensive experience in Mexican Mineral Exploration and Development.”, commented CEO Derek Wood. “Our newest Shareholder was

an early and significant investor in SilverCrest Metals w ith a current Market Capitalization of over CAD $1.5 billion. We feel this bodes

well for the future of Tocvan as we continue to move towards definition drilling and bulk sampling at Pilar. We are excited to begin our

next phase of drilling at Pilar.”

Use of Proceeds

The proceeds of the raise will go towards the advancement of the Pilar and El Picacho Au-Ag projects in Sonora, Mexico. At Pilar, recent

drilling success (Phase I: 94.6m @ 1.6 g/t Au. Phase II: 39.7m at 0.96 g/t Au) will be followed up with a trench program for exploration

and metallurgical testing, followed by continued step- out and exploration drilling. At El Picacho, groundwork will commence with

detailed mapping and sampling to confirm priority targets for later trenching and drill t argeting.

The Existing Shareholder Exemption and Investment Dealer Exemption

The Offering is also made available to existing shareholders of the Company who, as of the close of business on

November 1, 2021, who hold common shares of the Company (and who continue to hold such common shares as of the closing date),

pursuant to the prospectus exemption set out in Alberta Securities Commission Rule 45 -513 — Prospectus Exemption for Distribution

to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a

shareholder to a maximum investment of $15,000 in a 12 -month period unless the shareholder has obtained advice regarding the

suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person

that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing

shareholder exemption exceeding the maximum amount of the financing, the Company intends to adjust the subscriptions received on

a pro rata basis.

The Company has also made the Offering available to certain subscribers pursuant to the investment dealer exemption.

In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or

material change about the Company that has not been generally disclosed.

Any participation by insiders of the Company in the Offering will be on the same terms as arm's-length investors. Depending on market

conditions, the gross proceeds of the O ffering could be increased or decreased. The participation of any directors or officers of the

Company in the O ffering will constitute a related-party transaction within the meaning of Multilateral Instrument 61 -101 (Protection

of Minority Security Holders in Special Transactions) and the policies of the exchange. For any such participation, the Company will be

relying upon exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and

5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, that at the time the

Offering is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the

transaction insofar as it involves an interested party (within the meaning of MI 61 -101) in the offerings, will exceed 25 per cent of the

Company's market capitalization calculated in accordance with MI 61- 101.

About Tocvan Ventures Corp.

Tocvan is a well -structured exploration development company. Tocvan was created in order to take advantage of the prolonged

downturn the junior mining exploration sector, by identifying and negotiating interest in opportunities where management feel s they

can build upon previous success. Tocvan has approximately 31 million shares outstanding and is earning into two exciting opportunities

in Sonora, Mexico : t he Pilar Gold -Silver project and the El Picacho Gold -Silver projec t. M anagement feels both projects r epresent

tremendous opportunity to create shareholder value.

Cautionary Statement Regarding Forward Looking Statements

This news release contains “forward -looking information” which may include, but is not limited to, statements with respect to the

activities, events or developments that the Company expects or anticipates will or may occur in the future. Forward-looking information

in this news release includes statements regarding the use of proceeds from the Offering. Such forward- looking information is often,

but not always, identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”,

“forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that

certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occ ur or be achieved.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current

judgment regarding the direction of our business. Management believes that these assumptions are reasonable. Forward -looking

information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or

achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by

the forward-looking information. Such factors include, among others, risks related to the speculative nature of the Company’s business,

the Company’s formative stage of development and the Company’s financial position. Forward-looking statements contained herein are

made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether

as a result of new information, future events or results, except as may be required by applicable securities laws.

There can be no assurance that forward- looking information will prove to be accurate, as actual results and future events could differ

materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward -looking

information.

FOR MORE INFORMATION, PLEASE CONTACT:

TOCVAN VENTURES CORP.

Brodie A. Sutherland, VP Exploration

950-736 6 Ave SW

Calgary, Alberta T2P 3T7

Telephone: 403-668-7855

Email: [email protected]

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the Uni ted 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 U.S. Persons unless registered under the U.S.

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