Mr. Colin Smith reports

TOOGOOD GOLD CORP. CLOSES SECOND TRANCHE OF CONCURRENT PRIVATE PLACEMENT AND ANNOUNCES ANTICIPATED COMMENCEMENT OF TRADING

Further to Toogood Gold Corp.'s (formerly named Smithe Resources Corp.) news release dated June 30, 2025, the company has completed the second tranche of its previously announced non-brokered private placement for aggregate gross proceeds of $977,360, consisting of: (i) 192,000 common shares of the company, each qualifying as a flow-through share as such term is defined in the Income Tax Act (Canada), at a price of 13 cents per flow-through share for gross proceeds of $24,960; and (ii) 9,524,000 non flow-through common shares of the company at a price of 10 cents per non-FT share for gross proceeds of $952,400.

Together with the first tranche of the concurrent financing, the company has raised, in aggregate, total gross proceeds of $4.5-million under the concurrent financing.

The concurrent financing was completed in connection with the company's acquisition of TGC Gold Corp. (TGC), which constituted the company's qualifying transaction under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies. The transaction closed on June 27, 2025.

Under the terms of an option agreement with Prospector Metals Corp., TGC holds the right to acquire a 100-per-cent interest in the Toogood gold project, which consists of 16 mineral licences encompassing 481 claims located in the province of Newfoundland and Labrador. Concurrently with the closing of the transaction, the company issued five million common shares to Prospector pursuant to the terms of the option agreement. Concurrently with the closing of the second tranche, the company issued an additional 367,000 common shares to Prospector pursuant to the terms of the option agreement, bringing the total number of common shares issued to Prospector to 5,367,000.

Subject to final approval from the exchange, the company's common shares are expected to commence trading under the ticker symbol TGC on or about July 16, 2025, as a Tier 2 issuer.

In connection with the second tranche, certain finders received: (i) a cash commission in the aggregate amount of $40,588.80, representing 8.0 per cent of the gross proceeds of the flow-through shares and non-FT shares collectively sourced by such finders; and (ii) an aggregate amount of 401,280 finder warrants, equal to 8.0 per cent of the flow-through shares and non-FT shares collectively sourced by such finders. Each finder warrant is exercisable for one common share of the company at an exercise price of 10 cents per share for a period of 24 months from the date of issuance.

The proceeds of the concurrent financing will be used to finance (i) expenses of the transaction and the concurrent financing, (ii) the exploration and development of the Toogood gold project, located in the province of Newfoundland and Labrador, and (iii) working capital requirements of the company following completion of the transaction.

All securities issued pursuant to the second tranche are subject to a hold period of four months plus a day from the date of issuance.

The company also adopted a new omnibus incentive plan, structured as a 20-per-cent fixed plan. Under the terms of the plan, the maximum number of common shares that may be subject to option and restricted share unit grants at any time must not exceed 20 per cent of the total number of common shares outstanding on a non-diluted basis as of the closing of the transaction and the concurrent financing, when combined with all other security-based compensation arrangements of the company. Based on the company's currently issued and outstanding common shares, and in accordance with the terms of the plan, the maximum number of common shares that may be reserved for issuance pursuant to option and restricted share unit grants is 15,385,400 common shares, representing 20 per cent of the issued and outstanding common shares as of the date hereof.

The attached table sets out the issued and outstanding share capital of the company on a non-diluted basis following the completion of the transaction and the concurrent financing.

In connection with the completion of the transaction, concurrently with the completion of the second tranche, the company granted 600,000 stock options to certain officers and consultants of the company. Each option is exercisable for one common share at an exercise price of 10 cents per share for a period of five years from the date of grant. All options were granted pursuant to the company's 20-per-cent fixed omnibus incentive plan and are subject to the terms of the omnibus incentive plan, the applicable grant agreements and the requirements of the exchange.

Further information regarding the transaction is available in the company's filing statement dated March 31, 2025, which is available under the company's profile on SEDAR+.

About Toogood Gold Corp.

Toogood Gold is a natural resource company focused on the acquisition, development and operation of mineral properties. At this stage, its principal focus is on the exploration and development of the Toogood gold project. Under the terms of an option agreement with Prospector Metals Corp., TGC holds the right to acquire a 100-per-cent interest in the Toogood gold project, which consists of 16 mineral licences encompassing 481 claims located in the province of Newfoundland and Labrador.

We seek Safe Harbor.