Tolima Gold Announces Private Placement of Common Shares

Tolima Gold Announces Private Placement of Common Shares
  
 

TORONTO, ONTARIO--(Marketwired - Dec 23, 2013) - Tolima Gold Inc. (TSX-VENTURE:TOM) ("Tolima" or the "Company") is pleased to announce a non-brokered private placement offering of 16,100,000 common shares at price of $0.05 per share for aggregate gross proceeds of $805,000 (the "Purchase Price").

Tolima intends to use the Purchase Price for working capital and general corporate purposes. The common shares issued under the private placement will be subject to a four month hold period from the closing date under applicable Canadian securities laws. The private placement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.

Some subscribers are insiders of the Company, and the private placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements in relation to the private placement pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the private placement, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101.

The Company is not in a position to file material change report more than 21 days before the advance of the Purchase Price under the private placement as the details of the private placement were settled on an expedited basis for sound business reasons.

About Tolima Gold Inc.

Tolima is a gold exploration and development company with contractual interests in gold properties in Colombia. Tolima's mineral properties are the Remedios Project, located in the Remedios/Segovia mining district, including the San Pablo and Bartola mines, located in the Antioquia Department of Colombia; the Ancal/Marmato Project, located in the Marmato/Caramanta district in the Caldas and Antioquia Departments of Colombia; and the Nortol project, including the newly acquired Papayo property, located in the Northern part of the Tolima Department of Colombia. Tolima continues to explore opportunities for the acquisition of additional mining interests in prospective mining districts in Colombia.

Forward-Looking Statements

Certain statements in this press release that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, are forward-looking statements within the meaning of securities law.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Tolima Gold Inc.Andrew DeFrancesco(416) 362-4441Tolima Gold Inc.Lisa-Marie Iannitelli(416) 362-4441