Mr. Colin Smith reports
TOOGOOD GOLD RECEIVES TSXV APPROVAL AND ISSUES SHARES PURSUANT TO TABLE MOUNTAIN OPTION AGREEMENT
Further to the news release dated May 29, 2026, Toogood Gold Corp. has received approval of the TSX Venture Exchange in respect of the exploration lease and option to purchase agreement dated May 26, 2026, among the company's wholly owned subsidiary, Toogood Gold (U.S.) Inc., GenEx Exploration Inc. (optionor), Orogen Royalties Inc. and Altius Resources Inc. (Altius together with Orogen, the Canadian optionors), pursuant to which Toogood U.S. has been granted the exclusive option to acquire a 100-per-cent interest in the Table Mountain gold-silver project located in Lincoln county, Nevada, subject to a net smelter return royalty.
In connection with the receipt of TSX-V approval, the company has issued an aggregate of one million common shares at a deemed price of 10 cents per common share, of which 500,000 common shares were issued to the optionor and 500,000 common shares were issued to Altius, in accordance with the terms of the option agreement. In addition, the company has paid an expense reimbursement of $31,791 (U.S.) (inclusive of $30,000 (Canadian) previously advanced) to the Canadian optionors in respect of staking costs incurred on behalf of the company.
To exercise the option, the company is required to issue an aggregate of 16,683,431 common shares to the optionor, of which one million common shares have been issued as the first share payment. The remaining share payments are as follows: (i) 3.5 million common shares on or before the date that is six months from the date of TSX-V approval; (ii) 5.5 million common shares on or before the first anniversary of the date of the TSX-V approval; and (iii) 6,683,431 common shares on or before the second anniversary of the date of the TSX-V approval.
The option agreement provides for a 3.0-per-cent net smelter return royalty on the project, of which: (a) 0.5 per cent may be repurchased by the company for a one-time payment of $5-million (U.S.) in cash at any time until the fourth anniversary of the recordation of the deed following exercise of the option; and (b) an additional 0.5 per cent may be repurchased for a one-time payment of $15-million (U.S.) in cash, with such additional buydown right triggered upon delivery of a prefeasibility study or feasibility study prepared in accordance with National Instrument 43-101. Exercise of the first buydown right is not required to exercise the second buydown right. If both buydown rights are exercised, the NSR will be reduced to 2.0 per cent.
For additional details regarding the option agreement and the project, please refer to the company's news release dated May 29, 2026.
About Toogood Gold Corp.
Toogood is a Canadian exploration company focused on the discovery and advancement of high-grade gold systems in Tier 1 mining jurisdictions. The company has two core areas of focus: the Table Mountain project in Nevada, where the company has an option to earn a 100-per-cent interest in a large, undrilled low-sulphidation epithermal system with extensive surface alteration and multiple mineralized vein exposures; and the district-scale Toogood gold project in Newfoundland, where the company has an option to earn a 100-per-cent interest in a 164-square-kilometre land package covering a highly underexplored gold district with multiple target areas and demonstrated gold prospectivity.
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