Mr. Colin Smith reports
TOOGOOD ANNOUNCES UPDATE TO PRIVATE PLACEMENT - ADDS CHARITY FLOW THROUGH COMPONENT
Toogood Gold Corp. has provided an update to its previously announced non-brokered private placement (see news release dated Oct. 9, 2025). The company will now raise gross proceeds of up to $2-million through the issuance of 2,469,135 charity flow-through (FT) units at a price of 40.5 cents per charity FT unit and 3,333,333 non-flow-through (NFT) units at a price of 30 cents per NFT unit.
Each charity FT unit will comprise one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each NFT unit will comprise one non-flow-through common share and one-half of one non-flow-through common share purchase warrant. Each warrant will be exercisable at a price of 45 cents into one common share for a period of two years from the date of issuance.
Toogood intends to use the proceeds of the offering for working capital, and continuing and future exploration programs at the company's flagship Toogood gold project, located on New World Island in Newfoundland.
The offering is expected to close on or about Oct. 22, 2025, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange.
The company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The securities issued under the offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the offering.
The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). An amount equal to the gross proceeds from the issuance of the FT shares will be used to incur eligible resource exploration expenses, which will qualify as Canadian exploration expenses (as defined in the tax act). Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2026, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2025.
About Toogood Gold Corp.
Toogood Gold holds a 100-per-cent interest in the district-scale Toogood gold project on New World Island in Newfoundland -- recognized as a Tier 1 mining jurisdiction. The 164-square-kilometre property is strategically located just 50 kilometres north of New Found Gold's Queensway Project and 200 kilometres northeast of Equinox Gold's Valentine Lake mine, within the same prolific structural corridor (Exploits subzone).
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.
The Toogood gold project benefits from exceptional accessibility and infrastructure, including paved highway access, power lines, fresh water and proximity to tidewater -- positioning the project for efficient continuing exploration and future development.
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