Toogood Gold receives TSXV approval for Golden Nugget Project, Newfoundland

Toogood Gold Corp. [TSXV: TGC; FSE: D3P] reported that, further to its news release of October 1, 2025, it has received final approval from the TSX Venture Exchange for an option agreement dated September 20, 2025 between the company and certain arm’s length optionors. Under the option agreement, the optionors granted Toogood the exclusive right and option to acquire a 100% interest in the Golden Nugget Property, a strategically located and prospective group of mineral claims contiguous to the company’s flagship Toogood Gold Project on New World Island, Newfoundland, Canada.

Under the terms of the option agreement, and subject to the royalty and buyback rights described below, Toogood may acquire a 100% interest in the property for total consideration of $330,000 in cash and $370,000 in common shares of the company, payable over a four-year earn-in period.

Cash payments will be made as follows: $50,000 within one year of the effective date, $70,000 within two years of the effective date, $90,000 within three years of the effective date, and $120,000 within four years of the effective date. The share consideration will be issued as follows: $90,000 in common shares as soon as practicable following TSX-V approval; $40,000 in common shares on the first anniversary of the effective date; $60,000 in common shares on the second anniversary of the effective date; $80,000 in common shares on the third anniversary of the effective date; and $100,000 in common shares on the fourth anniversary of the effective date.

The price of the consideration shares will be determined at the time of issuance in accordance with the option agreement and will be equal to the greater of the 20-day volume-weighted average closing price of the common shares on the company’s principal Canadian stock exchange as of the issuance date; and $0.05 per share. If the total market value of the applicable shares issued under the option agreement, calculated using the 20-day volume-weighted average closing price as of the issuance date, is less than the specified share consideration amount, the shortfall must be paid in cash within 60 days of the issuance date. In the event the full $370,000 share consideration is issued at the minimum deemed price of $0.05 per share, the company may issue up to 7,400,000 common shares in satisfaction of such consideration under the option agreement.

Following exercise of the option, the company will grant the optionors a 2.0% net smelter returns (NSR) royalty on production from the property, consisting of an additional 0.5% NSR on claims already subject to an existing 1.5% NSR, and a 2.0% NSR on all other claims. Toogood may reduce the royalty by making a one-time buyback payment of $1,500,000 at any time prior to the start of commercial production, which will eliminate the additional 0.5% NSR on the existing claims (reducing the total NSR thereon from 2.0% to 1.5%) and reduce the 2.0% NSR on all other claims to 1.0%.

Beginning on September 20, 2030, Toogood will pay the optionors an annual advance royalty of $25,000 for the property, payable on each anniversary of that date until the commencement of commercial production. Any advance royalty payments made prior to production will be credited against future production royalty payments once the property enters production.

The transaction is an arm’s length transaction for the purposes of TSXV policies, and no finder’s fees are payable in connection with the transaction. All securities issued in connection with the Transaction will be subject to a statutory hold period of four months and one day from the date of issuance.

Toogood has also entered into a purchase and sale agreement dated November 7, 2025 with three arm’s length vendors under which the company will acquire three mineral licenses contiguous to the Toogood Gold Project in Newfoundland.

The Licenses total 75 hectares and further consolidate the strongly anomalous trend within the Golden Nugget Property, adding one additional kilometre of highly prospective ground.

Under the terms of the agreement, Toogood will acquire from the vendors all of their respective right, title and interest in and to the licenses in consideration for a total purchase price consisting of a cash payment of $15,000 and the issuance of an aggregate of 100,000 common shares of Toogood. The consideration shares will be issued to the vendors at a deemed price of $0.18 CAD per share.

The vendors will retain a 2.0% net smelter returns royalty on the licenses. The license royalty will be subject to a buyback right in favour of Toogood, allowing the company to reduce the license royalty from 2.0% to 1.0% upon payment of $1,500,000 to the vendors.

Completion of the License Transaction remains subject to the satisfaction of various conditions.

Toogood Gold holds a 100% interest in the district-scale Toogood Gold Project on New World Island, Newfoundland, recognized as a tier-one mining jurisdiction.

The project’s inaugural drill program in 2022 delivered a high-grade, at-surface gold discovery, with visible gold encountered in 15 of 19 holes and mineralization remaining open in all directions. Follow-up drilling in 2025 continued to expand this discovery, intersecting visible gold in 10 of 30 holes and again exhibiting open-ended mineralization.