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Toogood Gold Corp. (TSXV: TGC) (OTCQB: TGGCF) (FSE: D3P) ("Toogood" or the "Company") announces that, further to its news release dated May 29, 2026, the Company has received approval of the TSX Venture Exchange (the "TSXV") in respect of the exploration lease and option to purchase agreement dated May 26, 2026 (the "Option Agreement") among the Company's wholly-owned subsidiary, Toogood Gold (US) Inc. ("Toogood US"), GenEx Exploration Inc. ("Optionor"), Orogen Royalties Inc. ("Orogen"), and Altius Resources Inc. ("Altius", and together with Orogen, the "Canadian Optionors"), pursuant to which Toogood US has been granted the exclusive option to acquire a 100% interest in the Table Mountain Gold-Silver Project (the "Project") located in Lincoln County, Nevada, subject to a net smelter returns royalty.
In connection with the receipt of TSXV approval, the Company has issued an aggregate of 1,000,000 common shares (the "First Share Payment") at a deemed price of $0.10 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 US$31,791 (inclusive of CAD$30,000 previously advanced) to the Canadian Optionors in respect of staking costs incurred on behalf of the Company.
In order to exercise the option, the Company is required to issue an aggregate of 16,683,431 common shares to the Optionor, of which 1,000,000 common shares have been issued as the First Share Payment. The remaining share payments are as follows: (i) 3,500,000 common shares on or before the date that is six months from the date of TSXV approval; (ii) 5,500,000 common shares on or before the first anniversary of the date of TSXV approval; and (iii) 6,683,431 common shares on or before the second anniversary of the date of TSXV approval.
The Option Agreement provides for a 3.0% net smelter returns ("NSR") royalty on the Project, of which: (a) 0.5% may be repurchased by the Company for a one-time payment of US$5,000,000 in cash at any time until the fourth anniversary of the recordation of the deed following exercise of the option (the "First Buydown Right"); and (b) an additional 0.5% may be repurchased for a one-time payment of US$15,000,000 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 (the "Second Buydown Right"). 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%.
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 Gold Corp. is a Canadian exploration company focused on the discovery and advancement of high-grade gold systems in tier-one 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% 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% interest in a 164 km² land package covering a highly underexplored gold district with multiple target areas and demonstrated gold prospectivity.
On Behalf of the Board of Directors
Colin Smith
Director & CEO
Toogood Gold Corp.
For further information, contact:
Colin Smith, Director & CEO
+1 778 726-3356
Additional information about Toogood Gold Corp. can be found at www.sedarplus.ca.
Forward-Looking Information
This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Generally, forward looking information can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the need for additional capital by the Company through financings, and the risk that such funds may not be raised; the speculative nature of exploration and the stages of the Company's properties; the effect of changes in commodity prices; regulatory risks that development of the Company's material properties will not be acceptable for social, environmental or other reasons; availability of equipment (including drills) and personnel to carry out work programs; and that each stage of work will be completed within expected time frames. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305391
