Mr. Colin Smith reports

TOOGOOD ANNOUNCES CLOSING OF FULLY SUBSCRIBED PRIVATE PLACEMENT

Toogood Gold Corp. has closed its non-brokered fully subscribed private placement, raising gross proceeds of $2,061,149.17.

The offering consisted of the issuance 2,469,134 charity flow-through units at a price of 40.5 cents per charity flow-through unit and 3,537,166 non-flow-through units at a price of 30 cents per non-flow-through unit.

Each charity flow-through unit consists of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each non-flow-through unit consists of 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, Newfoundland.

The offering is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

The company paid cash finders' fees totalling $90,775.31 and issued 302,584 finder warrants at a price of 30 cents. Each finder warrant is exercisable for two years from the date of issue. The securities issued under the offering are 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 flow-through 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 flow-through shares will be used to incur eligible resource exploration expenses that 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 flow-through 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 flow-through shares with an effective date no later than Dec. 31, 2025.

An insider of the company purchased an aggregate of 33,333 non-flow-through units in the offering. Such insider participation constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof as the fair market value of the securities subscribed for does not exceed 25 per cent of the company's market capitalization.

About Toogood Gold Corp.

Toogood Gold holds a 100-per-cent interest in the district-scale Toogood gold project on New World Island, 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.

We seek Safe Harbor.