Tomagold announces first closing of convertible debenture financing and stock options


Montreal, Quebec, August 25, 2016 – TomaGold Corporation (TSXV: LOT) (“TomaGold” or the”Corporation”) is pleased to announce the first closing of a convertible secured debenture (the”Debenture”) in the amount of $300,000 of a total of $2,000,000 (the “Offering”). The Debenturewill bear interest at an annual rate of 10% and will have a maturity date of 24 months from the dateof issue.

The debenture holder, during the 24 months from the date of closing, has the right, at its solediscretion, to convert the outstanding principal balance and accrued and unpaid interests into thatnumber of Conversion Units determined by dividing the amount being converted by $0.15, providedthat the Corporation has the right to require the conversion, in part or in full, of the outstandingprincipal amount and the accrued and unpaid interests under the Debenture if the closing price ofthe Class A shares of the capital stock of the Corporation (“Common Share”) on the TSX VentureExchange is equal to or exceeds $0.22.

Each Conversion Unit, at a price of $0.15 each, will consist of (i) one Common Share; and (ii) onehalf (1/2) Warrant (“Conversion Unit”). The definitive terms of the warrants are the following. Eachwhole Warrant will entitle the holder thereof to acquire one (1) Common Share of the Corporationat a price of $0.20 each for a 24-month period from the date of issue of the Debenture.The Corporation will grant a movable hypothec on all of its present and future moveable assets tothe debenture holder. Other movable hypothecs will rank “pari passu” to such movable hypothecfor an additional amount of up to $1,000,000.

The convertible secured debenture is subject to regulatory approval. The Debenture, Warrants,Units and underlying Common Shares issued will be subject to a mandatory 4 months and 1 dayholding period.

Stock options
The Corporation has also granted to directors, officers and consultants an aggregate of 2,900,000stock options to acquire the same number of common shares of the Corporation at $0.15 per sharefor a period of 5 years.

About TomaGold Corporation
TomaGold Corporation is a Canadian-based mining exploration company whose primary mission is the acquisition, exploration and development of gold projects in Canada and abroad.


David Grondin
President and Chief Executive Officer
(514) 583-3490



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