Company Announcements

MONTREAL--(BUSINESS WIRE)--Jul. 18, 2025-- TOMAGOLD CORPORATION (TSXV: LOT; OTCPK: TOGOF) (“TomaGold” or the “Company”) is pleased to announce the closing of the previously-disclosed asset purchase agreement with Northern Superior Resources Inc. (TSXV: SUP; OTCQX: NSUPF; GR: D9M1) (“Northern Superior”) dated July 10, 2025 (the “Asset Purchase Agreement”), for the sale of the Company’s wholly-owned Hazeur, Monster Lake East and Monster Lake West properties (collectively, the “Properties”), located in the Chibougamau area, in the province of Québec.

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Figure 1 – Map of TomaGold’s Chibougamau Projects

Pursuant to the Asset Purchase Agreement, in consideration for the acquisition of the Properties (the “Proposed Acquisition”), Northern Superior provided the following consideration to TomaGold:

1. Closing Payment: A cash payment of $1,000,000 to TomaGold in satisfaction of the purchase price of the Asset Purchase Agreement; and
   
2. Royalty: Northern Superior granted to TomaGold, a net smelter returns royalty of 2% (the “NSR”) on all mineral production from the Properties pursuant to a net smelter royalty agreement dated as of the closing date of the Proposed Acquisition. Northern Superior, or any successor entity that holds an interest in the Properties, has the right to repurchase one half (i.e., 1.0%) of the NSR at any time for a one-time cash payment of $1,000,000.

An additional payment of $1,000,000, payable in cash or shares, at the election of Northern Superior, shall be payable to TomaGold in the occurrence of certain events, as detailed in the Asset Purchase Agreement and the press releases of the Company issued on June 16, 2025 and July 11, 2025.

“This is an important transaction for TomaGold. It will enable us to begin our planned, fully permitted exploration programs on our core properties in the Chibougamau Mining Camp, including Obalski, Berrigan, Radar, David, and Dufault, and contribute to the development of this reemerging mining camp,” said David Grondin, CEO of TomaGold.

About TomaGold
TomaGold Corporation (TSXV: LOT; OTCPK: TOGOF) 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, where it holds interests and agreements to acquire 13 properties, including its wholly owned Obalski project. TomaGold also owns a 100% interest in the Brisk Extension 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 the 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.

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

Source: TomaGold Corporation