Toogood receives TSX-V OK for Stockley Kennedy option

Mr. Colin Smith reports TOOGOOD GOLD CORP. RECEIVES TSX VENTURE EXCHANGE APPROVAL FOR STOCKLEY KENNEDY PROPERTY OPTION Toogood Gold Corp., further to its news release dated Aug. 5, 2025, has received final approval from the TSX Venture Exchange for an option agreement dated July 30, 2025, with United Gold Inc., Chad Kennedy, Stephen Stockley Agriculture and Fabrication Inc., Angie Stockley, and Brett Delos Santos. Pursuant to the option agreement, the optionors granted the company the right to acquire a 100-per-cent interest in the Stockley Kennedy property, a highly prospective and strategically located mineral claim within the core of the company's flagship Toogood gold project, located on New World Island, Nfld., Canada. Under the terms of the option agreement, and subject to the royalty and milestone payments (each as defined herein), as applicable, the optionors have granted Toogood the option to acquire a 100-per-cent interest in the property for total consideration of $130,000 in cash and $200,000 in common shares of the company (up to a maximum of four million common shares). The consideration is payable as follows: (i) $50,000 in cash on the effective date of the option agreement; (ii) $50,000 in common shares, to be issued as soon as reasonably practicable following TSX-V approval, consisting of 152,625 common shares at a deemed price of 32.76 cents per share; (iii) $30,000 in cash and $50,000 in common shares on or before the first anniversary of the effective date; and (iv) $50,000 in cash and $100,000 in common shares on or before the second 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, or, in the case of any assignee or affiliate that is not listed but has applied to list its shares on a Canadian stock exchange: (i) the price at which any financing is being conducted concurrently with such listing; or (ii) if there is no concurrent financing, the last price at which its shares were issued to an arm's-length party, in each case subject to stock exchange approval. If the total market value of the 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 addition, Toogood has agreed to make cash milestone payments to the optionors if certain project milestones are achieved, whether or not the option is exercised. These include: (i) $1-million upon the preparation and filing of a National Instrument 43-101, Standards of Disclosure for Mineral Projects, technical report, confirming at least one million ounces of measured and indicated (M&I) gold resources on the property; and (ii) $1.5-million upon completion of an NI 43-101 feasibility study for the property. Each milestone payment will be due within 30 days of achieving the applicable milestone and Toogood is under no obligation to complete these milestones or make any payment unless a milestone is achieved. Following exercise of the option, the company will grant the optionors a 2-per-cent net smelter return (NSR) royalty on production from the property, in accordance with the terms of the applicable royalty agreement. The company may reduce the royalty to 1 per cent at any time before commercial production by making a one-time cash payment of $1-million, effective upon payment in full. 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 Aug. 5, 2025, available on its SEDAR+ profile. About Toogood Gold Corp. Toogood is a Canadian exploration company focused on the discovery and development of high-grade gold deposits in Newfoundland. The company's flagship asset, the district-scale (118 square kilometres (km)) Toogood gold project, is located on New World Island within the highly prospective Exploits subzone, a structurally complex and underexplored district known for significant recent gold discoveries. The project's inaugural drill program in 2022 yielded a high-grade, at-surface gold discovery, intercepting visible gold in 15 of 19 core holes, with mineralization remaining open in all directions. The Toogood gold project is accessible via paved highway and hosts extensive development infrastructure, including electrical lines, water and proximity to tidewater. We seek Safe Harbor.