TomaGold announces closing of $869,500 private placement

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

MONTREAL, Dec. 24, 2020 - TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) is pleased to announce that it has closed a non-brokered private placement for aggregate gross proceeds of $869,500 (the “Offering”), consisting of common and flow-through units. The Offering consists of the issuance of:

(i) 2,406,250 common units (the “Common Units”) at a price of $0.08 per Common Unit for an amount of $192,500. Each Common Unit is comprised of one common share of the Corporation and one warrant. Each warrant entitles its holder to acquire one common share of the Corporation at a price of $0.12 for a period of 24 months following the closing of the private placement.

(ii) 6,770,000 flow-through units (the “FT Units”) at a price of $0.10 per FT Unit for an amount of $677,000. Each FT Unit consists of one flow-through common share of the Corporation and one half of a warrant. Each whole warrant entitles its holder to acquire one common share of the Corporation at a price of $0.15 for a period of 24 months following the closing of the private placement.

In connection with the Offering, the Corporation paid finders, which are all arms´ length with the Corporation, finders´ fees for a total of $37,100 in cash and issued 374,000 warrants, with each warrant entitling the holder to acquire one common share of the Corporation at a price of $0.15 over a period of 24 months from the closing.

The proceeds of the Offering will be used primarily to incur exploration expenses on the Corporation's mining properties in Quebec and for working capital purposes. All securities issued pursuant to this Offering are subject to a four month and one day hold period, ending on April 24, 2021, in accordance with applicable Canadian securities legislation. The Offering has received the conditional approval of the TSX Venture Exchange and remains subject to final approval by the TSX Venture Exchange.

Officers and directors of the Corporation subscribed for a total of 1,820,000 Common and FT Units, which constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The subscriptions are exempt from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the shares issued to insiders nor the fair market value of the consideration paid exceeds 25% of the Corporation's market capitalization. A material change report in respect of this related party transaction will be filed by the Corporation but cannot be filed earlier than 21 days prior to the closing of the Offering because the terms and conditions of the participation of each of the unrelated persons and the related party in the Offering were not determined.

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 an exemption from such registration is available.

About TomaGold
TomaGold Corporation (TSXV: LOT) is a Canadian mineral exploration corporation engaged in the acquisition, assessment, exploration and development of gold mineral properties. TomaGold has interests in five gold properties near the Chibougamau mining camp in northern Quebec: Obalski, Monster Lake East, Monster Lake West, Hazeur and Lac Doda. It also participates in a joint venture with Evolution Mining Ltd and New Gold Inc., through which it holds a 24.5% interest in the Baird property, near the Red Lake mining camp in Ontario.

Contact:
David Grondin
President and Chief Executive Officer
(514) 583-3490
www.tomagoldcorp.com

Neither the TSX Venture Exchange nor its regulation 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. Some of the statements contained in this press release are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements are not historical facts and are subject to a number of risks and uncertainties beyond the Corporation´s control. Readers are cautioned that such statements are not guarantees of future performance and that actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law.