Mr. Colin Smith reports

TOOGOOD GOLD CORP. RECEIVES TSX-V APPROVAL FOR GOLDEN NUGGET PROPERTY AND ANNOUNCES ADDITIONAL GROUND CONSOLIDATION IN NEWFOUNDLAND

Further to Toogood Gold Corp.'s news release dated Oct. 1, 2025, it has received final approval from the TSX Venture Exchange for an option agreement dated Sept. 20, 2025, between the company and certain arm's-length optionors. Pursuant to the option agreement, the optionors have granted Toogood the exclusive right and option to acquire a 100-per-cent interest in the Golden Nugget property, a strategically located and highly 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-per-cent 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: (a) 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 (b) five cents 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 five cents per share, the company may issue up to 7.4 million 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-per-cent net smelter returns (NSR) royalty on production from the property, consisting of an additional 0.5-per-cent NSR on claims already subject to an existing 1.5-per-cent NSR and a 2.0-per-cent NSR on all other claims. Toogood may reduce the royalty by making a one-time buyback payment of $1.5-million at any time prior to the commencement of commercial production, which will eliminate the additional 0.5-per-cent NSR on the existing claims (reducing the total NSR thereon from 2.0 per cent to 1.5 per cent) and reduce the 2.0-per-cent NSR on all other claims to 1.0 per cent.

Beginning on Sept. 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 annual advance royalty may be satisfied, at Toogood's election, in cash or in common shares of the company, with the value of such shares determined in the same manner as the consideration shares described above, in accordance with the terms of the option agreement.

The transaction is an arm's-length transaction for the purposes of TSX-V policies, and no finders' fees are payable in connection with the transaction. The transaction qualifies as an expedited acquisition under TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets. 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.

For further information on the property, please refer to the company's news release dated Oct. 1, 2025, available on its SEDAR+ profile.

Toogood has also entered into a purchase and sale agreement dated Nov. 7, 2025, with three arm's-length vendors, pursuant to which the company will acquire three mineral licences contiguous to the Toogood gold project in Newfoundland.

The licences total 75 hectares, and further consolidate the strongly anomalous trend within the Golden Nugget property (see news release dated Oct. 1, 2025), adding one additional kilometre of highly prospective ground.

Pursuant to the terms of the agreement, Toogood will acquire from the vendors all of their respective right, title and interest in and to the licences 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 18 cents per share.

The vendors will retain a 2.0-per-cent net smelter returns royalty on the licences. The licence royalty will be subject to a buyback right in favour of Toogood, allowing the company to reduce the licence royalty from 2.0 per cent to 1.0 per cent upon payment of $1.5-million to the vendors.

Completion of the licence transaction remains subject to the satisfaction of various conditions including, without limitation, the receipt by the company of all necessary corporate, and regulatory approvals and other conditions customary for a transaction of this nature. The licence transaction is an arm's-length transaction for the purposes of TSX Venture Exchange policies, and no finders' fees are payable in connection therewith. The licence transaction is expected to qualify as an expedited acquisition under TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets.

All securities issued in connection with the licence transaction will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

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 km north of New Found Gold's Queensway project and 200 km 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.