MONTREAL, QUEBEC -- (Marketwire) -- 05/16/12 -- TOMAGOLD CORPORATION (TSX VENTURE: LOT) (the "Corporation" or "TomaGold") is proud to announce the acquisition of a direct property interest of 100% of the 20 mining claims covering an area of 1,070 hectares located in the district of Chibougamau, south of the Monster Lake property (the "Winchester Property"), for the purchase price of $32,000 by the issuance of 106,666 Class "A" shares of the Corporation (the "Common shares") at a price of $0.30 per Common share (the "Transaction").
For the purpose of the Transaction between related parties, which involves Mr. Maurice Giroux as co-owner of the Winchester Property, the executives and the Board of Directors, with the exception of Mr. Giroux (the "Co-Vendor"), believe that the terms and conditions of the Transaction are just and fair. During the decision-making process, the executives and the Board of Directors have taken many factors into consideration in evaluating the value of the Winchester Property, including the price per hectare of the Monster Lake Property contiguous to the main land bloc targeted by the Transaction and acquired by TomaGold in December 2011. During the December 2011 transaction, TomaGold acquired the Monster Lake Property composed of 105 mining claims and extending over 2446 hectares, for the purchase price of approximately $2,200,000, which comes up to $899 per hectare. In comparison, the Transaction proposed is based on a price of approximately $30 per hectare, which is much less than the price paid in the December 2011 transaction.
Transaction with a related party
The Transaction is considered as a transaction with a related party according to the Policy 5.9 Protection of minority security holders in special transactions of the TSX Venture Exchange (the "Policy 5.9") and Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the "Regulation 61-101") of the l'Autorite des marches financiers, due to the fact that the Co-Vendor is a Director and officer of the Corporation.
Nonetheless, the Directors of the Corporation who voted in favour of the Transaction have determined that the exemptions from formal valuation requirements and the exemption from minority approval requirement available in Regulation 61-101 are applicable to the Transaction because at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for the Transaction, insofar as it involves interested parties, exceeds 25 per cent of the Corporation's market capitalization.
The Common shares received by Mr. Giroux in exchange represent 0.20% of the Common shared of the Corporation that are currently on the market and, following the Transaction, Mr. Giroux will hold, directly and indirectly, the real ownership or control over 1.90% of the Common shares of the Corporation, issued or on the market.
The Corporation was unable to send in a declaration of substantive change in 21 days before the completion of the Transaction, according to Regulation 61-101, but believes the reduced time delay to be reasonable due to the necessity to proceed quickly with the Transaction.
The Transaction is subject to the final approval of the TSX Venture Exchange at the customary endorsements by other regulatory bodies.
About Winchester Property
The sector of the Winchester Property is recognized as being part of the Caopatina-Desmaraisville early Precambrian belt of greenstone and here composed of mafic volcanites and volcaniclatites. These rocks are affected by a major system of kilometres to decakilometers EW-ENE and NE faults which is associated with the great regional deformation corridors of the Guercheville and Fancamp systems. The latter are home to several gold-bearing deposits, including the Joe Mann mine (3.38 Mt @ 8.33 g/t Au, 2002 historical resources) and the Chevrier deposit whose resources are estimated at 2.1 Mt @ 6.5 g/t Au (2002 historical resources).
From 1984 to 1993, SOQUEM did prospecting and mapping on 20% of the property's area as well as a magnetic survey and TBF of 40 km. SOQUEM also bored 2 holes totaling 490 m in the northwest part of the property. From 1993 to 1996, SOQUEM and Ressources Unifiees Oasis Inc. conducted a P.P. survey of 7.2 km located in the northern sector of the property, and an EMH survey covering the entire property, and, finally, drilled in four spots totaling 771 m located in the northeast quadrant of the property.
In 2002, SOQUEM did four drill holes on the property in order to check the geophysical targets (EMH and MAG) associated with the southwest fault gap of the Nouvelle gold corridor and their interactions with the Guercheville and FAN camp displacement corridors. All targets were explained by the presence of sulphide-bearing shears or by pyrite-bearing graphitic schists (tufts).
Three drill holes brought to light a new gold-bearing area named Structure 86. This zone is associated with a multi-decametric level of altered volcaniclastics, injected with veins of quartz-calcite and bearing pyrite. A majority of the anomalous gold assay values are found in the graphitic schists (tufts) injected with veins of quartz-calcite-pyrite. The best gold values obtained are found in holes 993-01-86 and 993-01-88. In hole 993-01-86, the volcaniclastic unit gives an assay value of 0.24 g/t Au / 80.4 m including 0.54 g/t Au / 22.0m, including an interval of 2.46g/t Au / 1.0m and another of 1.61 g/t Au / 2.5 m. In hole 993-02-88, located 100 m east of hole 993-01-86, the same unit of volcaniclastics gives an assay value of 0.30 g/t Au / 70.0 m ( with 22.4 m unsampled cores whose assay value was set at 0 ppb Au for calculating purposes). This interval included an assay value of 2.36 g/t au / 7.4 m including 13.85 g/t Au /1.0 m.
About Monster Lake Property
The Monster Lake property is located 44 kilometres South-West of the town of Chibougamau in northern Quebec. It is easily accessible by road and has a major power line nearby. From 1984 to 1995 SOQUEM drilled 142 holes for nearly 20,000 meters of diamond drill core and excavated several trenches along this 4 kilometre long mineralized corridor. Before Stellar's drilling, there were more than 45 known intersections of greater than 1 g/t Au from drill core or channel samples. The 3 principal showings, Eratix, Zone IV & III and Zone 52, have been drilled at 50 meter interval, but for the most part with only one hole per section, leaving several now economic intersections wide open, along strike and at depth.
About TomaGold
TomaGold is a dynamic Canadian-based mineral exploration company. The Corporation is dedicated to create shareholders value on acquiring, exploring and developing quality Canadian gold properties in an efficient and environmentally responsible manner.
The technical content of this press release have been reviewed and approved by Mr. Maurice Giroux, a qualified person as defined in NI 43-101 regulation.
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 made in this news release that are not historical facts are "forward-looking statements" and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from those in these "forward-looking" statements.
Contacts:
Mr. David Grondin
President and CEO
(514) 206-7727
www.tomagoldcorp.com
