TomaGold closes $1.1-million first tranche of placement

Executive Summary

• TomaGold Corp. has closed the first tranche of its previously announced non-brokered private placement, raising total gross proceeds of $1,105,000.
• The financing consisted of the issuance of 19.3 million flow-through common shares and 3.5 million units, with net proceeds allocated primarily to general corporate working capital and gross proceeds from flow-through shares designated for eligible Canadian exploration expenses.
• The transaction included related party participation by an officer, finders' fees, and a separate marketing agreement with OTCWagon for market awareness.

Key Details

• Total Gross Proceeds: $1,105,000.
• Flow-Through Shares: 19.3 million shares issued at $0.05 per share. Proceeds are intended for exploration expenses qualifying as Canadian exploration expenses under the Income Tax Act (Canada).
• Units: 3.5 million units issued at $0.04 per unit.
• Warrant Terms (Units): Each unit includes one-half of one share purchase warrant. Warrants entitle holders to purchase one additional share at $0.08 per share for a period of 24 months from issuance.
• Finders' Fees: Aggregate cash fees of $56,000 paid.
• Finders' Warrants: 1.12 million finders' compensation warrants issued. Each warrants entitles the holder to purchase one share at $0.08 per share for a period of 24 months from issuance.
• Statutory Hold Period: All securities are subject to a hold period of four months and one day from issuance.
• Use of Proceeds: Net proceeds from units used mainly for general and corporate working capital (no specific use >10% of gross proceeds). Gross proceeds from FT shares used for eligible exploration expenses.
• Related Party Transaction: An officer purchased 750,000 units for $30,000 ($0.04 per unit). This transaction is exempt from formal valuation and minority approval under Multilateral Instrument 61-101 as the company's securities are not listed on a specified exchange and the fair market value does not exceed 25% of market capitalization.
• Regulatory Status: Closing remains subject to final approval of the TSX Venture Exchange.
• Marketing Agreement: Engaged OTCWagon for a 38-day market awareness program starting Nov. 21, 2025. Fee is a one-time payment of $10,000. No performance factors or stock options included in this agreement.

Notable Quotes

• None provided in the text.