TomaGold Announces Sale of Hazeur, Monster Lake East and Monster Lake West Properties for up to $2 million

MONTREAL--(BUSINESS WIRE)--TOMAGOLD CORPORATION (TSXV: LOT) (“TomaGold” or the “Company”) is pleased to announce that it has entered into a binding term sheet with Northern Superior Resources Inc. (TSXV: SUP; OTCQX: NSUPF; GR: D9M1) (“Northern Superior”) for the sale of its wholly-owned Hazeur, Monster Lake East and Monster Lake West properties (the “Properties”), located in the Chibougamau area, in the province of Quebec.

In consideration for the acquisition of the Properties, Northern Superior or any wholly-owned subsidiary of Northern Superior (the “Purchaser”) will provide the following consideration to TomaGold:

1. Closing Payment: A cash payment of $1,000,000 payable to TomaGold on the closing date of the acquisition;
2. Royalty: TomaGold shall retain a net smelter returns royalty of 2% (the “NSR”) on all mineral production from the Properties. The Purchaser, or any successor entity that holds an interest in the Properties, shall have the right to repurchase one half (1.0%) of the NSR at any time for a one-time cash payment of $1,000,000; and
3. Contingent Payment Upon Change of Control: An additional payment of $1,000,000, payable in cash or shares, at the election of the Purchaser (the “Contingent Payment”), shall be payable to TomaGold in the event that either:

1. the Purchaser (or any successor entity, including any entity resulting from a merger, takeover bid, amalgamation, plan of arrangement or similar transaction) is acquired, directly or indirectly, by a third party with a minimum deemed market capitalization of $2 billion at the time of closing of such acquisition; or
2. Northern Superior or the Purchaser (or any entity or person holding the Properties on behalf of Northern Superior) sells, transfers, assigns (including the entering into of an option agreement) the Properties, or completes a similar transaction involving the Properties, to a third party with a minimum deemed market capitalization of $2 billion.

David Grondin, President and CEO of TomaGold, said: “This is a great transaction for TomaGold, as it will enable us to finance our exploration activities on our core assets in the Chibougamau camp, without diluting our shareholders.”

The transaction remains subject to customary conditions, including regulatory approvals, and due diligence investigations, as well as the negotiation and execution of the definitive Asset Purchase Agreement.

About TomaGold
TomaGold Corporation (TSXV: LOT) is a Canadian mineral exploration company engaged in the acquisition, assessment, exploration and development of gold, copper, rare earth elements and lithium projects. Its primary goal is to consolidate the Chibougamau Mining Camp in northern Quebec. In addition to the agreements to acquire 13 properties in the camp, the Company holds interests in two gold properties in the vicinity of the camp: Obalski and Doda Lake. TomaGold also owns a 100% interest in a lithium property and in the Star Lake rare earth elements property, located in the James Bay region of Quebec, as well as a 24.5% interest in the Baird property, located near the Red Lake mining camp in Ontario through a joint venture with Evolution Mining Ltd. and New Gold Inc.

Cautionary Statement on Forward-Looking Information
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the realization of the transaction under the terms set out in this press release, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions, or other factors should change.

Neither TSX Venture Exchange nor its Regulations 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.