TOMAGOLD CORPORATION (TSX-V: LOT)  is pleased to announce that it has entered into a binding term sheet with Northern Superior Resources Inc. (TSX-V: SUP) (OTCQX: NSUPF) (FRA: D9M1) for the sale of its wholly-owned Hazeur, Monster Lake East and Monster Lake West 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 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% 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, 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 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.