TomaGold Announces Proposed Private Placement

On November 7, 2025, TomaGold announced a proposed non-brokered private placement to raise gross proceeds of up to $2.25 million. The financing consists of two components: - Up to 30,000,000 flow-through (FT) common shares at a price of $0.05 per share for gross proceeds of up to $1,500,000. - Up to 18,750,000 units at a price of $0.04 per unit for gross proceeds of up to $750,000. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at an exercise price of $0.08 for a period of 24 months.

The proceeds from the FT shares will be used for Canadian exploration expenses, while the proceeds from the units will be used for general and corporate working capital purposes. The placement is subject to the approval of the TSX Venture Exchange.

The announcement of this financing is material and, on balance, positive for the company, although it highlights persistent financial risks.

Progression and Context: A review of historical news reveals a company in a precarious financial state, making this capital raise a critical necessity rather than an opportunistic one. - Financial State: Financial statements from January, April, and July 2025 consistently showed a significant working capital deficit (negative equity of $830,184 as of May 31, 2025) and critically low cash reserves (just $18,033). The company was at high risk of insolvency. - Strategic Moves: Management has been resourceful. In mid-2025, they sold non-core assets to Northern Superior for an immediate $1 million in non-dilutive cash (closed July 18). This was followed by a fortunate and significant event on October 22, when an acquisition of Northern Superior by IAMGOLD triggered an additional $1 million contingent payment to TomaGold. - Operational Progress: Operationally, the company has been advancing its plans. It hired a new VP of Exploration in January, announced a comprehensive exploration strategy for its Chibougamau properties in February, and commenced a 53-hole drill program in August. As of October 22, 13 holes (4,420 metres) had been completed at the David and Berrigan projects, with assay results pending.

Impact of the Financing: - Positive: This financing is a lifeline. Despite the $2 million in cash from the asset sale and contingent payment, the company's high exploration burn rate and existing payables necessitated another raise. Securing up to $2.25 million will allow TomaGold to continue its crucial exploration program—the sole path to value creation—and address its working capital deficit. The flow-through portion is particularly positive as it ensures funds are directed to on-the-ground exploration in Quebec. The FT share price of $0.05 is a premium to the recent market price of $0.04, which is a modest sign of strength. - Negative: The financing comes with significant dilution. If fully subscribed, it will add 48.75 million shares to the current ~240 million outstanding shares (~20% dilution), plus an overhang of 18.75 million warrants. This is a considerable cost of capital, but the alternative—running out of money—is far worse.

In conclusion, the financing was expected and essential. It addresses the company's most significant risk (solvency) and allows it to pursue its exploration catalysts. Therefore, the net impact is positive and material.

TomaGold Corporation is a Canadian mineral exploration company focused on acquiring, exploring, and developing gold and base metal properties. Its primary focus is its large, consolidated land package in the prolific Chibougamau mining camp of Quebec. The company's portfolio includes its 100%-owned Obalski Project and a number of other properties under option agreements, including the Berrigan, Radar, and David projects. The exploration targets are primarily gold-copper and polymetallic (Au-Ag-Cu-Zn) deposits.