Montreal, Quebec, December 31^st, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) announces an update on its spin-out transaction involving the Corporation’s wholly-owned subsidiary, Monster Exploration Inc. (“Monster”), which was the subject of press releases on January 25, 2019, and April 18, 2019.

As part of the spin-out operation, Monster amended the agreements with Quinto Resources Inc., Brunswick Resources and Antoine Fournier by extending the expiry date of these agreements to March 31, 2020. In addition, Monster extended and amended the share purchase option agreement with respect to the acquisition of all of the issued and outstanding securities of 9220-5392 Québec Inc., extending the agreement to March 31, 2020, in exchange for a non-refundable cash deposit of $75,000 payable upon receipt of TSX Venture Exchange approval. Finally, the letter of intent with Kintavar Exploration Inc. was terminated.

“This complex transaction is taking longer than we would have liked, but we are confident that it will be completed in early 2020,” said David Grondin, President and Chief Executive Officer of TomaGold. “We strongly believe that this transaction will be beneficial for all involved, and we thank our shareholders for their great patience.”

Obalski property update
Over the last many months, TomaGold has worked on a detailed compilation of the Obalski Mine property. The Corporation was able to obtain all the pertinent data in order to proceed with a 3D modelling of the gold-copper-silver-zinc mineralization present on the property.

The mineralization was described as narrow high-grade quartz veins carrying variable amounts of visible gold, silver, copper and sphalerite associated with pyrite, pyrrhotite, chalcopyrite, sphalerite and tellurides mineralization. Two systems of fractures/shear zones oriented roughly N-080° and N-110° have been identified (“A”, “B”, “C”, “D” and “G” veins). The property was also the site of very limited production; from 1964 to 1966 and 1968 to 1972, a total of 100,273 tonnes at 1.14% Cu and 3.76 g/t Au was mined from the “A” Vein, and in 1984, Camchib mined 9,000 tonnes grading 10.3 g/t Au from the “D” vein.

Syngold completed important surface core drill programs on the property during the period of 1988 to 1990. Significant gold intersections were reported. Data verification initiated by Syngold in the late 1980´s clearly indicated major variations in the grade of gold during assay duplication and leaching tests. These variations were attributed to a strong nugget effect. Of interest is the fact that Syngold drilled deeper (100 m to 300 m vertical) than the previous, closer-to-surface drilling. As a result, they intersected larger zones of disseminated gold mineralization with more significant pyrrhotite mineralization on what is now the A-Po Zone (depth extension of the original A-Zone). The A-Po deformation zone is associated with a thick sulphide envelope that has a horizontal width of up to 15.0 m. The current compilation is focused on a panel of this A-Po Zone (500 m long by 300 m wide) between vertical depths of 150 m and 350 m, which returned the following intersections:

Note: No assay certificates, information compiled from reports, drill logs, drill sections or longitudinal maps are available.

Montreal, Quebec, July 23, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) is pleased to report that IAMGOLD Corporation (“IAMGOLD”) today announced assay results from the 2019 winter drilling program completed at its Monster Lake joint venture project (IAMGOLD: 50%, TomaGold: 45%, Quinto Resources Inc.: 5%), located 50 kilometres southwest of Chibougamau, Quebec, Canada. IAMGOLD is reporting the final assay results from 16 drill holes, totaling 5,270 metres, completed as part of the 2019 exploration program.

The assay results are provided in Table 1 below and include the following highlights:(A drill hole plan map and longitudinal sections are attached to this news release)

Annie Shear Zone system:

• Drill hole ML19-244: 0.8 metres grading 357 g/t gold

• Drill hole ML19-248: 6.8 metres grading 3.85 g/t gold

• Includes: 1.67 metres grading 6.43 g/t gold

• Drill hole ML19-249: 0.5 metres grading 133 g/t gold

Big Mama Shear Zone area:

• Drill hole ML19-245: 13.0 metres grading 2.27 g/t gold

• Includes: 1.39 metres grading 6.45 g/t gold
• Includes: 1.47 metres grading 7.65 g/t gold

The Monster Lake joint venture project hosts an NI 43-101 compliant resource, effective as at February 26, 2018, comprising 1,109,700 tonnes of inferred resources averaging 12.14 grams of gold per tonne for 433,300 ounces of contained gold assuming an underground mining scenario (see news release dated March 28, 2018).

The objective of the 2019 drilling program was to test priority areas along the strike of the main structural corridor, hosting the 325-Megane zone, for additional zones of mineralization with potential to increase total mineral resources on the property. Three main target areas were tested along the Monster Lake Mineralized Corridor and included: the southern extensions of the 325-Megane and Lower Shear zones; the general area of the intersection of the Main Shear zone and the Big Mama Shear zone to the northeast of the 325-Megane zone; and the Annie Shear zone system also to the northeast along strike of the 325-Megance zone.All of the areas targeted in this program were best accessed during the winter when the ground is frozen.

“The bonanza-type grades intersected in the Annie area once again demonstrate the solid high-grade gold potential of the Monster Lake project,” said David Grondin, President and CEO of TomaGold. “What´s even more interesting is that these holes were intercepted in the area of hole M-12-60, which returned 236.60 g/t Au over 5.7 metres in 2012. We strongly believe that Monster Lake´s potential over the 4 km long corridor has yet to be revealed.”
In a separate press release on the recent results, Craig MacDougall, Senior Vice President, Exploration for IAMGOLD, stated: “This drilling program has yielded positive results from the Big Mama and Annie areas, which included the intersection of some local high-grade intervals carrying visible gold. These positive results continue to demonstrate the potential for the discovery of additional mineralized shoots along the Monster Lake structural corridor.”

Next Steps
These results will be incorporated into the structural and deposit model and used to guide the next drilling programs. Ongoing field activities for the summer season includes geological, geochemical and structural studies to support exploration targeting.

About the Monster Lake Project
The Monster Lake project is underlain by Archean volcanic rocks of the Obatogamau Formation and is traversed by an important deformation corridor and associated gold-bearing mineralized structures. Historical drilling and exploration by TomaGold have identified a four-kilometre long structural corridor, along which most of the known gold occurrences discovered to date on the property are associated, including the 325-Megane Zone.

The Monster Lake project is held under an earn-in option to joint venture agreement with IAMGOLD, which holds an undivided 50% interest in the property, and holds an option to earn a further 25% undivided interest, for a total 75% undivided interest in the project, should it spend a total of C$10.0 million on the project within a seven year period, beginning January 1, 2015. Should a development decision be made by the joint venture, or should the joint venture declare commercial production, TomaGold would be entitled to a further C$1.0 million payment for each of these events.

On August 14, 2017, IAMGOLD subscribed for 27.7 million common shares of TomaGold from treasury representing 19.98% of the outstanding common shares of TomaGold. The common shares were purchased at a price of C$0.09 per common share, for an aggregate purchase price of C$2.5 million. Prior to the acquisition, IAMGOLD did not hold any common shares of TomaGold.

Technical Information and Quality Control Notes
The drilling results contained in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

Work at IAMGOLD is carried out under the supervision of Marie-France Bugnon, P. Geo., General Manager Exploration. Marie-France is considered a “Qualified Person” for the purposes of National Instrument 43-101 with respect to the technical information being reported on. The technical information has been included herein with the consent and prior review of the above noted Qualified Person. The Qualified person has verified the data disclosed, and data underlying the information or opinions contained herein.The design of the drilling program and interpretation of results is under the control of IAMGOLD´s geological staff, including qualified persons employing strict protocols consistent with NI 43-101 and industry best practices. The sampling of, and assay data from, the drill core is monitored through the implementation of a quality assurance – quality control (QA-QC) program. Drill core (NQ size) is logged and samples are selected by the IAMGOLD geologists and sawn in half with a diamond saw at the project site. Half of the core is retained at the site for reference purposes. Sample intervals may vary from half a metre to one and a half metres in length depending on the geological observations.
Half-core samples are packaged and transported in sealed bags to ALS Minerals Laboratory (“ALS”) located in Val-d´Or, Québec. Samples are coarse crushed to a -10 mesh and then a 1,000-gram split is pulverized to 95% passing -150 mesh. ALS processes analytical pulps directly at their facilities located in Val-d´Or which is ISO / IEC 17025 certified by the Standards Council of Canada. Samples are analyzed using a standard fire assay with a 50-gram charge with an Atomic Absorption (AA) finish. For samples that return assay values over 5.0 grams per tonne, another pulp is taken and fire assayed with a gravimetric finish. Core samples showing visible gold or samples which have returned values greater than 10.0 grams per tonne are re-analyzed by pulp metallic analysis. IAMGOLD inserts blanks and certified reference standards in the sample sequence for quality control.

The technical content of this press release has been reviewed and approved by Claude P. Larouche, Eng., a qualified person under National Instrument 43-101.

About TomaGold Corporation
TomaGold Corporation is a Canadian mineral exploration Corporation engaged in the acquisition, assessment, exploration and development of gold mineral properties. It currently has joint venture agreements with IAMGOLD Corporation for the Monster Lake project, with Goldcorp Inc. for the Sidace Lake property, and with Goldcorp Inc. and New Gold Inc. for the Baird property. TomaGold has interests in seven gold properties near the Chibougamau mining camp in northern Quebec: Monster Lake, Winchester, Lac à l’eau jaune, Monster Lake East, Monster Lake West, Obalski and Lac Doda. It also holds interests of 39.5% in the Sidace Lake property and 24.5% in the Baird property near the Red Lake mining camp in Ontario, and has a 70% interest in the Hazeur property, at the southern edge of the Monster Lake group of properties.

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. The statements in this news release that are not historical facts are “forward-looking statements”. Readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results may vary materially from those described in such “forward-looking” statements.

The Corporation´s subsidiary, Monster Exploration, further consolidates its Monster Lake land position, which now includes two gold deposits and several promising exploration sites on more than 700 claims

Montreal, Quebec, April 18, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) is pleased to provide an update on the previously announced spin-out transaction (the “Spin-out“) involving the Corporation’s wholly-owned subsidiary, Monster Exploration Inc. (“Monster“), and to announce that, in connection with the Spin-Out, Monster entered into a share purchase option agreement (the “Option Agreement”) with an arm´s length party with respect to the acquisition of all the issued and outstanding securities of 9220-5392 Québec Inc. (“9220”), which holds an option to acquire a 100% interest in the Philibert property (the “Philibert Property”), located approximately 10 km southeast of the Monster Lake property, in Quebec´s Chibougamau mining camp.

Monster also announces that it intends to complete its non-brokered private placement offering (the “Offering“) through the issuance of subscription receipts (each a “Subscription Receipt“) at a price of $0.50 per Subscription Receipt, and flow-through subscription receipt (each a “FT Subscription Receipt “) at a price of $0.65 per FT Subscription Receipt, for aggregate minimum gross proceeds of $8,000,000 and up to $10,000,000.

In addition, the Corporation is pleased to announce that Monster has strengthened its proposed Board of Directors with the addition of Jean-Sébastien Jacquetin as an Independent Director. 

Jean-Sébastien Jacquetin has over 20 years of corporate finance and merchant banking experience for small and medium-sized enterprises. He is currently Managing Partner at Confluence Synergy & Co., an associate company of Rosemont International, which provides in-depth management expertise in corporate finance, mergers and acquisitions, wealth management and business strategy. Mr. Jacquetin began his career as a Project Officer for UNESCO in Paris and then worked as an Investment Manager for Natixis Banque both in Paris and New York, where he coordinated fund sponsors and capital markets contacts. After Natixis Banque, Mr. Jacquetin was with both Meredith Financial Group and Du Pasquier in New York, where he was involved in corporate finance, advisory, and institutional brokerage. Since 2016, Mr. Jacquetin has spent his time in Asia, where he worked for Citic Hyperion, helping his corporate clients with investor diversification, corporate finance advisory, and strategic partnerships. Mr. Jacquetin has a B.Sc. and an M.Sc. in political science from the University of Montreal and an MBA from Institut d’études politiques – Sciences Po Paris.

“We´re extremely pleased to announce that Jean-Sébastien has agreed to join Monster´s Board of Directors,” said David Grondin, President and CEO of TomaGold. “Monster´s ability to attract such a well-regarded individual to its team speaks to the high-quality and compelling aspect of its property portfolio and general business strategy. His vast financial expertise and international network will definitely contribute to the venture success, as we are pushing on finalizing the spin out transaction and financing.”

Philibert Gold Deposit Transaction 

Pursuant to the Option Agreement, Monster has the right and option to acquire 100% of the outstanding shares of 9220, subject to a 0.5% net smelter return royalty. Monster’s option is exercisable as follows:

• Share payments: $300,000 payment upon the closing date of the Spin-Out followed by $300,000 on a quarterly basis on or before the last day of each of the four quarters following the closing date of the Spin-Out, and a further $250,000 payment upon 9220 acquiring a 50% interest in the Philibert Property followed by $250,000 on a quarterly basis on or before the last day of each of the five quarters following the date 9220 acquired a 50% of the Spin-Out. The first share payment will be priced at $0.50 per Monster Share, and the following four payments will be priced at the 10-day volume-weighted average Monster Share price at the time of payment.
• Minimum work expenditures up to a cumulative $3,200,000.
• In addition, Monster is required to pay a cash amount equal to the aggregate work expenditures incurred by 9220 on the Philibert Property as of the closing date of the Spin-Out minus $300,000.

The Philibert Property consists of 110 mining claims covering 5,392.57 hectares. The property is located less than 10 km from the power grid and a non-functioning mill. An economic potential study carried out by Roche Ltd., Consulting Group (now Norda Stelo) in 1991 for SOQUEM reported a historical resource estimate* of 1,393,042 tonnes grading 5.3 g/t Au. The mineralization remains open along strike and at depth and only covers a small section of the property. The main structure has been explored over approximately 1 km but remains underexplored over another 2 km that shows the distinct magnetic signature that characterizes the mineralized corridor. SOQUEM and its partners have drilled 227 holes totalling 59,475 metres on the Philibert Property since 1983. In addition to hosting Philibert mineralization, the property is well located, lying in the western extension of the deformation corridor that crosses the old Joe Mann mine, six kilometres away.

9220 holds an option to acquire from SOQUEM Inc. up to a 100% interest in the Philibert Property. In order to acquire an initial 50% interest in the property, 9220 must incur $3,500,000 in exploration expenses over a five-year period, of which $500,000 should have been incurred by 9220 upon closing of the Spin-Out. 9220 can increase its interest to 75% by incurring an additional $2,000,000 in exploration expenses. Finally, 9220 can increase its interest to 100%, subject to a 2% net smelter return royalty, by making a cash payment of $3,000,000.

Spin-Out Transaction Update

Subject to execution of an arrangement agreement to be entered into by the Corporation and Monster (the “Arrangement Agreement“) and receipt of requisite corporate, regulatory and court approvals, the Distribution Record Date (as defined below) is expected to be on or about June 17, 2019. The Corporation will provide further updates on the Distribution in due course.

Further to the termination of the initial agreement with Quinto Resources Inc. (“Quinto”) and in order to secure the acquisition, Monster entered in a property acquisition agreement with QIT, to acquire Quinto´s 5% interest in the Monster Lake property for a cash payment of $500,000, and the issuance of 500,000 common shares of Monster (each a “Monster Share“).

As previously announced, the Spin-Out is expected to be effected through the distribution (the “Distribution“) of Monster Shares to TomaGold shareholders by way of a court-approved plan of arrangement (the “Arrangement“) under the terms and conditions of the Arrangement Agreement. Pursuant to the Arrangement, TomaGold will receive 44,130,000 Monster Shares at a deemed price of $0.50 per Monster Share, which TomaGold will distribute a portion of to the TomaGold shareholders of record as of the distribution date for the Distribution (the “Distribution Record Date“). The number of Monster Shares to be distributed to TomaGold´s shareholders under the Spin-Out has not yet been determined.

The Arrangement remains subject to the approval of at least two-thirds of the votes cast by TomaGold shareholders at the TomaGold Meeting (as defined below). Terms of the Arrangement are subject to finalization based on ongoing tax and legal structuring advice. Completion of the Arrangement is also subject to other closing conditions customary for a transaction of this nature, including requisite corporate, regulatory and court approvals.

As the Corporation is due to hold an annual general meeting of its shareholders and in order to avoid an additional shareholders meeting, the resolutions to approve the Arrangement and the related matters will be presented to TomaGold shareholders together with annual meeting matters at an annual general and special meeting of TomaGold shareholders expected to be held early June 2019 (the “TomaGold Meeting“). Further details of the Arrangement, the Offering and annual meeting matters will be included in a management information circular of TomaGold (the “Circular“) to be prepared in respect of the TomaGold Meeting. TomaGold intends to mail the Circular in May, a copy of which will be concurrently filed under TomaGold’s profile on SEDAR at www.sedar.com.

Monster Exploration Offering

Monster intends to complete the Offering of a minimum of 12,000,000 and a maximum of 16,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt, and a maximum of 3,076,924 FT Shares at a price of $0.65 per FT Share for minimum gross proceeds of $8,000,000 and up to $10,000,000. Each Subscription Receipt, or FT Subscription Receipt, will automatically entitle the holder to receive, without payment of additional consideration, one Monster Share, or one Monster Share on a flow-through basis, upon receipt of the necessary shareholder and TSX approvals of the Offering (the “Escrow Release Conditions“).

Monster intends to use the net proceeds of the Offering to execute on Monster’s investment strategy and for general working capital purposes. Monster has not engaged any agents in connection with the Offering.

There can be no assurance as to whether or when the Offering will be completed or whether the Escrow Release Conditions will ever be met and the Monster Shares underlying the Subscription Receipts and FT Subscription Receipts released to the subscribers. If the Escrow Release Conditions are not satisfied in accordance with the terms of the Offering on or before June 30, 2019 (or such other date as the Corporation may determine), holders of the Subscription Receipts will be entitled to the return of their subscription amount without interest.

U.S. Securities and Tax Matters

The Offering will be made on a private placement basis, exempt from the prospectus and registration requirements of applicable securities laws. The Subscription Receipts, FT Subscription Receipts and Monster Shares 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 accordingly, may not be offered or sold within the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Corporation’s or Monster’s securities in the United States, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful.

The Monster Shares to be distributed pursuant to the Distribution will not be registered under the laws of any foreign jurisdiction, including the U.S. Securities Act.

The technical content of this press release has been reviewed and approved by Claude P. Larouche, Eng., a qualified person under National Instrument 43-101.

*The Corporation notes that a qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and as such, the Corporation is not treating the historical estimate as current mineral resources or mineral reserves. The resource estimate was part of an economic potential study of the Philibert deposit and was calculated based on 189 diamond drill holes and a total of 39,945 metres of core, using the best practice guide for the evaluation of gold deposits produced by the CRM (Centre de recherches minérales, now COREM). The resource estimate was not prepared using the current CIM definition standards for mineral resources.

About TomaGold Corporation

TomaGold Corporation is a Canadian mineral exploration Corporation engaged in the acquisition, assessment, exploration and development of gold mineral properties. It currently has joint venture agreements with IAMGOLD Corporation for the Monster Lake project, with Goldcorp Inc. for the Sidace Lake property, and with Goldcorp Inc. and New Gold Inc. for the Baird property. TomaGold has interests in seven gold properties near the Chibougamau mining camp in northern Quebec: Monster Lake, Winchester, Lac à l’eau jaune, Monster Lake East, Monster Lake West, Obalski and Lac Doda. It also holds interests of 39.5% in the Sidace Lake property and 24.5% in the Baird property near the Red Lake mining camp in Ontario, and has a 70% interest in the Hazeur property, at the southern edge of the Monster Lake group of properties.

Contact:

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

Forward-Looking Information Cautionary Statement

This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements in this release includes, but is not limited to, statements regarding the execution of the Arrangement Agreement, statements regarding the timing, closing and approval of the Arrangement, the Distribution, the Offering and the Transaction, statements about future development and by the Corporation, and statements regarding the future performance of the Corporation. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither 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. 

• Combined spin-out assets valued at C$22.66 million
• Newly acquired assets include the Anik property from Kintavar Exploration Inc. (TSXV: KTR) and the Diego project
• Concurrent financing of a minimum of C$8 million in the spin-out corporation, Monster Exploration
• New consolidated Monster Lake sector will consist of 610 claims covering 311 square kilometres

Montreal, Quebec, January 25, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) today announced that its Board of Directors has approved, in principle, a strategic reorganization of the Corporation’s assets pursuant to which the Corporation would spin out (the “Spin-Out”) its interests in the Monster Lake and Irene Lake exploration projects (the “TomaGold Exploration Assets”) into a newly incorporated subsidiary (“Monster Exploration“), with the intent of listing Monster Exploration on the TSX Venture Exchange (the “TSXV”), and that the Corporation has entered into two letters of intent (the “Letters of Intent”) with arm´s length parties, with respect to the acquisition by Monster Exploration of interests in two additional gold projects in the vicinity of Monster Lake: Anik from Kintavar Exploration Inc. (“Kintavar”) (TSXV: KTR) and Diego from a private individual. TomaGold will continue to hold its interests in its other projects in Quebec and Ontario. Subsequent to, or in connection with the completion of the Spin-Out, TomaGold intends to pursue capital market opportunities and to consolidate its share capital.

It is proposed that the transaction be carried out by way of statutory plan of arrangement (the “Arrangement“) pursuant to the Canada Business Corporations Act. Under the terms of the Spin-Out, shareholders of TomaGold would exchange their existing common shares of TomaGold for the same number of new common shares of TomaGold (having the identical terms of the existing TomaGold common shares) and common shares of Monster Exploration. The number of common shares of Monster Exploration to be issued to each TomaGold shareholder under the Spin-Out has not yet been determined, but the TomaGold Exploration Assets are expected to be transferred at a valuation of C$22,660,000 based on an independent valuation and fairness opinion. There would be no change in the shareholders’ holdings in TomaGold as a result of the Spin-Out.

Concurrent with the Spin-Out, the Corporation intends to complete a financing (the “Financing“) into Monster Exploration for minimum gross proceeds of C$8,000,000. The net proceeds of the Financing will be used to fund, among other things, the working capital of Monster Exploration, exploration work and potential future acquisitions. Further terms and conditions shall be set out in the form of a subscription agreement that will be made available to interested eligible investors, who are directed to contact the Corporation by email.

“Spinning out our Monster Lake assets will create a tremendous opportunity for our shareholders and for investors that wish to be part of an area play with great potential,” said David Grondin, President and Chief Executive Officer of TomaGold. “Monster Exploration´s main asset will be the Monster Lake deposit, which has a high-grade inferred resource of 1,109,700 tonnes at 12.14 g/t Au, for 433,300 ounces of contained gold¹. It will also include several promising underexplored projects and an enhanced technical team with a recognized expertise for exploring mining projects in Quebec, and will be well funded once the private placement closes.”

“For its part, TomaGold will be able to focus on its wholly owned Obalski project, as well as its Sidace Lake and Baird properties, which also hold promising value,” added Mr. Grondin.

BACKGROUND AND TRANSACTION

The Letters of Intent arose out of discussions with mining companies that had projects around TomaGold´s flagship Monster Lake project and sought to consolidate the properties and management´s operational know-how in the region. The Corporation plans to create Monster Exploration as a stand-alone entity for these projects in order to increase the potential of the Monster Lake project through consolidation and capitalize on the positive global gold market anticipated in the coming years. Monster Exploration is anticipated to have some overlap with TomaGold regarding directorships and management, but new people with strong skill sets will be incorporated into the team. The final management structure of Monster Exploration will be announced in conjunction with the final terms of the Spin-Out, but will include David Grondin as President and Chief Executive Officer, Alain Cayer as Vice President Exploration and Kiril Mugerman as Chairman of the Board. Monster Exploration will have separate sources of funding and independent operations.

Management anticipates that upon the closing of the Spin-Out and the Financing, approximately 63% of the issued and outstanding common shares of Monster Exploration will be owned by TomaGold shareholders of record, while participants in the Financing will own approximately 22% and Kintavar will own approximately 14%.

Further details of the Spin-Out and Arrangement will be provided in the management information circular to be mailed to shareholders of TomaGold and filed on SEDAR in connection with the meeting of shareholders to be held to approve the transaction, currently planned for the spring of 2019.

The Arrangement remains subject to (i) the approval of the shareholders of TomaGold, (ii) the receipt of a final court order from the Superior Court of Quebec and (iii) the approval of the TSXV for the listing of Monster Exploration. Notwithstanding receipt of all requisite approvals, the directors of TomaGold reserve the right to elect not to proceed with the Arrangement and the Spin-Out.

TRANSACTION ASSETS

It is planned that Monster Exploration, upon going public, will have interests in two additional gold projects in addition to its 50% interest in the Monster Lake Project and 100% interest in the adjacent Irene Project, subject to completion of the acquisition transactions with Quinto Resources Inc. (TSXV: QIT) and Brunswick Resources Inc., respectively. The two projects are described below.

Anik Project

The Anik gold project (“Anik”) is located 40 km southeast of the town of Chapais and 55 km to the south of the town of Chibougamau, in Québec. The project consists of 120 claims totalling 6,700 hectares.

Most of the project area can be accessed via the gravel road linking the former Joe Mann Mine to Route 167, a paved road connecting the Lac Saint-Jean region to Chibougamau. The nearby towns of Chapais, Chibougamau and Oujé-Bougoumou provide facilities and a workforce for exploration and mining development. The southeast claims block is crossed by a Hydro-Québec high-voltage power line.

Located in the Opawica-Guercheville deformation corridor, host to several gold mines and deposits, the eastern portion of the property is located less than 7 km from the Joe Mann mine and the Lac Meston and Philibert deposits. The western portion of the property is located less than 10 km to the south of the Monster Lake and Fancamp gold projects. In addition, the main gold zones of the Nelligan property, a joint venture between Vanstar Resources and IAMGOLD, are surrounded to the north, south and east by Anik property boundaries at a distance of less than 1,500 metres.

TomaGold and Kintavar have entered into a letter of intent whereby Monster Exploration will acquire 100% of Kintavar´s interest in and to Anik and the related assets and liabilities comprising Anik (the “Anik Transaction”), including: (i) the right of Société de Développement de la Baie James (“SDBJ”) to be granted a 0.1% net smelter return royalty affecting Anik, which may be purchased for C$125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord Inc., a subsidiary of Géomega Resources Inc., and SDBJ and (ii) the right of Administration Régionale Baie-James (“ARBJ”) to be granted a 0.1% net smelter return royalty affecting Anik, which may be purchased for C$125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord Inc. and ARBJ.

The consideration for the Anik Transaction will be $5,000,000, payable by the issuance to Kintavar of common shares of Monster Exploration, at a deemed price per share equal to the Financing price, at the closing of the Anik Transaction (the “Anik Consideration Shares”).

The Anik Consideration Shares will be issued to Kintavar pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four month and a day in Canada.

The Anik Transaction is subject to certain conditions, including (i) the completion of the Financing and the Spin-Out before or concurrently with the Anik Transaction, (ii) the appointment of two directors of Monster Exploration by Kintavar and (iii) the approval of the TSXV. Kintavar has agreed to deal exclusively with TomaGold until June 30, 2019.

Diego Project

The Diego gold project (“Diego”) is located on the northwest border of the Lac Doda property.

TomaGold and Antoine Fournier (“AF”) have entered into a letter of intent whereby Monster Exploration will acquire 100% of AF´s interest in and to Diego and the related assets and liabilities comprising Diego (the “Diego Transaction”).

The consideration for the Diego Transaction will be $160,000, payable by the issuance to AF of common shares of Monster Exploration, at a deemed price per share equal to the Financing price, at the closing of the Diego Transaction (the “Diego Consideration Shares”).

The Diego Consideration Shares will be issued to AF pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four month and a day in Canada.

The Diego Transaction is subject to certain conditions, including (i) the completion of the Financing and the Spin-Out before or concurrently with the Diego Transaction and (ii) the approval of the TSXV.  AF has agreed to deal exclusively with TomaGold until June 30, 2019.

RESULTING ENTITIES

Upon closing of the Spin-Out, the assets of Monster Exploration and TomaGold will be divided as follows:

Monster Exploration

• Monster Lake joint venture: 50% interest in the Monster Lake, Winchester and Lac à l´eau jaune properties (IAMGOLD 50%) 
• 100% interest in six adjacent properties (Monster Lake East, Monster Lake West, Anik, Lac Doda, Irene Lake and Diego)
• 70% interest in the Hazeur property

As a result, the new consolidated Monster Lake sector will consist of 610 claims covering 311 square kilometres.

TomaGold

• 100% interest in the Obalski property
• 39.5% interest in the Sidace Lake property (Goldcorp 60.5%)
• 24.5% interest in the Baird property (Goldcorp 51%, New Gold 24.5%) 
• 1,752,000 common shares of Quinto Resources Inc.

TRADING HALT

Further details of the Spin-Out and TomaGold´s search for capital market opportunities will be included in subsequent news releases and disclosure documents to be filed by the Corporation.

Trading in the common shares of TomaGold is currently halted and is expected to remain halted pending preparation by TomaGold of a management information circular for a special meeting of shareholders to consider the transaction, at which time TomaGold may request a reinstatement of trading.

A comprehensive press release regarding the transaction will follow in accordance with the policies of the TSX Venture Exchange when the terms and conditions of the transaction are finalized.

Qualified Person

The technical content of this press release has been reviewed and approved by Claude P. Larouche, Eng., a qualified person under National Instrument 43-101.

About TomaGold Corporation

TomaGold Corporation is a Canadian mineral exploration Corporation engaged in the acquisition, assessment, exploration and development of gold mineral properties. It currently has joint venture agreements with IAMGOLD Corporation for the Monster Lake project, with Goldcorp Inc. for the Sidace Lake property, and with Goldcorp Inc. and New Gold Inc. for the Baird property. TomaGold has interests in seven gold properties near the Chibougamau mining camp in northern Quebec: Monster Lake, Winchester, Lac à l’eau jaune, Monster Lake East, Monster Lake West, Obalski and Lac Doda. It also holds interests of 39.5% in the Sidace Lake property and 24.5% in the Baird property near the Red Lake mining camp in Ontario, and has a 70% interest in the Hazeur property, at the southern edge of the Monster Lake group of properties.

Contact:

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

1 For more information, see the NI 43-101 technical report entitled “« Amended NI 43-101 Technical Report and Maiden Mineral Resource Estimate for the Monster Lake Project » and dated as of May 17, 2018 amends the Technical Report « NI 43-101 Technical Report and Maiden Mineral Resource Estimate for the Monster Lake Project » dated as of May 9, 2018 and filed on SEDAR under the profile of IAMGOLD Corporation.

Neither 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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical fact, included herein including, without limitation, anticipated exploration program results from exploration activities, the Corporation´s expectation that it will be able to complete the Spin-Out, the Arrangement, the Anik Transaction or the Diego Transaction or enter into agreements to acquire interests in additional mineral properties, including the definitive agreements with respect to the Letters of Intent, the discovery and delineation of mineral deposits/resources/reserves, the closing and amount of the Financing, and the anticipated business plans and timing of future activities of the Corporation and Monster Gold, are forward-looking statements.  Although the Corporation believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved.  In making the forward-looking statements in this news release, the Corporation has applied several material assumptions, including without limitation, that it will be able to negotiate the definitive agreements for the acquisition of Diego and Anik and list Monster Gold on the TSX-V, and that it will obtain TSX-V acceptance for of same, that the Corporation will receive the necessary court order approving the Arrangement, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Corporation´s Chilean projects in a timely manner, the availability of financing on suitable terms for the development, construction and continued operation of the Corporation´s projects and the Corporation´s ability to comply with environmental, health and safety laws. 

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation and Monster Gold to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information.  Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, including on Diego and Anik, the estimation or realization of mineral reserves and mineral resources, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of lithium and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in the Financing, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Corporation or Monster Gold to obtain any necessary permits, consents, approvals or authorizations, including acceptance by the TSX-V required for the filing of the definitive agreements for the Anik Transaction and the Diego Transaction, the Financing and the listing of the Monster Gold Shares on the TSX-V and approval of the Arrangement from the Superior Court of Quebec, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Corporation´s latest interim Managements´ Discussion and Analysis and filed with the Canadian Securities Authorities.  All of the Corporation´s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Corporation´s mineral properties.

Readers are cautioned not to place undue reliance on forward-looking statements. The Corporation undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.

• IAMGOLD starts a 5,000-metre drilling program 
• The program targets new areas to identify new gold-bearing lenses 

Montreal, Quebec, January 23, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) is pleased to announce that its joint venture partner, IAMGOLD Corporation (“IAMGOLD”), has started a new 5,000-metre drilling program on the Monster Lake property, located 50 kilometres southwest of Chibougamau, Quebec. 

The objective of the drilling program is to evaluate select targets along the structural corridor associated with the 325-Megane deposit. The areas to be drilled include: south of the 325-Megane zone where historical sampling from surface trenches returned up to 6.34 g/t Au over 3.1 metres and 4.26 g/t Au over 2.2 metres from trench ML-10-M1 on Megane 1 Showing; adjacent to the  Big Mama target where an east-west mineralized structure converges towards Hole ML-15-147 located directly in the Monster Lake structural corridor which returned a mineralized interval grading 3.64 g/t Au over 10.72 metres (see press release by TomaGold dated June 25, 2015); and in the area of the Annie zone and its immediate extensions where a mineralized interval grading 237.6 g/t Au over 5.7 metres was returned from Hole M-12-60 (see press release by TomaGold dated April 11, 2012).

“This next phase of drilling could be a key milestone for the Monster Lake project, as it will test the exploration potential of priority targets in the Monster Lake gold-bearing corridor outside of the 325-Megane zone,” said David Grondin, President and Chief Executive Officer of TomaGold. “We have high hopes for this program, since the selection of new drilling targets was based on the compilation of a significant amount of data gathered from the most recent exploration work and earlier drilling programs.“

The technical content of this press release has been reviewed and approved by Claude P. Larouche, Eng., a qualified person under National Instrument 43-101.

About TomaGold Corporation

TomaGold Corporation is a Canadian mineral exploration company engaged in the acquisition, assessment, exploration and development of gold mineral properties. It currently has joint venture agreements with IAMGOLD Corporation for the Monster Lake project, with Goldcorp Inc. for the Sidace Lake property, and with Goldcorp Inc. and New Gold Inc. for the Baird property. TomaGold has interests in seven gold properties near the Chibougamau mining camp in northern Quebec: Monster Lake, Winchester, Lac a l’Eau Jaune, Monster Lake East, Monster Lake West, Obalski and Lac Doda. It also holds interests of 39.5% in the Sidace Lake property and 24.5% in the Baird property near the Red Lake mining camp in Ontario, and has an option to acquire a 70% interest in the Hazeur property, at the southern edge of the Monster Lake group of properties.

Contact:

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

Neither 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. The statements in this press release that are not historical facts are “forward-looking statements”. Readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results may vary materially from those described in such “forward-looking” statements.

The Corporation increases its interest to 50% by acquiring the interest of Quinto Resources Inc. 

Montreal, Quebec, January 11, 2019 – TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Corporation”) is pleased to announce the signature of an agreement with Quinto Resources Inc. (TSXV: QIT) (“Quinto”) to acquire Quinto´s 5% interest in the Monster Lake property for a cash payment of $500,000. Following this transaction, TomaGold will own a 50% interest in the Monster Lake property, with IAMGOLD Corporation (“IAMGOLD”) holding the other 50%.

TomaGold has also entered into an agreement with Brunswick Resources Inc. (“Brunswick”) to acquire the Irene Lake property, which consists of 14 claims immediately west of the Monster Lake property, in exchange for a cash payment of $65,000. There is an existing 2% NSR on these claims.

“The resource calculation reported by IAMGOLD on March 28 (see press release) shows that we have a high-grade, high-value gold deposit with excellent exploration potential,” said David Grondin, President and Chief Executive Officer of TomaGold. “We have decided to make the most of this asset by consolidating our position in the Monster Lake property and the surrounding area. The transactions with Quinto and Brunswick are a first step in that direction.“

The transactions are subject to closing of the required financing and to regulatory approval. Both transactions are arm’s length transactions. The Corporation expects to close the transactions on or about February 15, 2019.