Toogood receives TSX-V OK for Stockley Kennedy option

Executive Summary

• Toogood Gold Corp. received TSX‑V approval to exercise an option to acquire 100 % of the Stockley Kennedy property for up to $130,000 cash and $200,000 in common shares (max 4 M shares).
• The agreement includes staged cash and share consideration payments over two years, a royalty provision (2 % NSR, reducible to 1 % with a $1 M cash payment), and milestone payments of $1 M for a NI 43‑101 resource estimate ≥ 1 Moz Au and $1.5 M for a feasibility study.
• The transaction is treated as an expedited acquisition under TSX‑V Policy 5.3, with all issued securities subject to a four‑month‑plus statutory hold period.

Key Details

• Option Consideration: Total up to $130,000 cash + $200,000 in common shares (maximum 4 M shares).
• $50,000 cash on effective date.
• $50,000 worth of shares (152,625 shares at C$0.3276) issued promptly after TSX‑V approval.
• $30,000 cash + $50,000 in shares due ≤ 1 year from effective date.
• $50,000 cash + $100,000 in shares due ≤ 2 years from effective date.
• Share Pricing Mechanism: Issued at the greater of (i) the 20‑day VWAP on the issuance date or C$0.05 per share; for non‑listed affiliates, price based on concurrent financing or last arm‑length issue price, subject to exchange approval. Shortfall in market value must be paid in cash within 60 days.
• Milestone Payments (payable regardless of option exercise):
• $1 M upon filing a NI 43‑101 technical report confirming ≥ 1 Moz measured & indicated gold resources.
• $1.5 M upon completion of a NI 43‑101 feasibility study.
• Royalty Terms: 2 % net smelter return (NSR) on production; may be reduced to 1 % by paying $1 M cash before commercial production.
• Regulatory Treatment: Classified as an arm’s‑length, expedited acquisition under TSX‑V Policy 5.3; no finders’ fees payable.
• Hold Period: All securities issued are subject to a statutory hold period of four months and one day from issuance date.

Notable Quotes

(No direct quotes were provided in the release.)