Toogood Announces Update to Private Placement - Adds Charity Flow Through Component

Executive Summary

• Toogood Gold Corp. updates its previously announced private placement, targeting up to C$2 million in gross proceeds.
• The offering consists of 2,469,135 Charity Flow‑Through Units at $0.405 each and 3,333,333 Non‑Flow‑Through Units at $0.30 each.
• Proceeds will fund working capital and exploration programs at the Toogood Gold Project on New World Island, Newfoundland, with closing expected around October 22, 2025.

Key Details

• Units Offered:
• Charity FT Units – 2,469,135 units @ $0.405 per unit = C$1,000,000 (approx.)
• Non‑Flow‑Through Units – 3,333,333 units @ $0.30 per unit = C$1,000,000 (approx.)
• Unit Composition:
• Each Charity FT Unit = 1 flow‑through common share + ½ non‑flow‑through common share purchase warrant.
• Each NFT Unit = 1 non‑flow‑through common share + ½ non‑flow‑through common share purchase warrant.
• Warrant Terms: Exercisable at $0.45 per common share for a period of two years from issuance.
• Use of Proceeds: Working capital and ongoing/future exploration at the flagship Toogood Gold Project.
• Closing Date: Expected on or about October 22, 2025, subject to customary closing conditions and TSX‑V approvals.
• Hold Period: Securities subject to a hold period expiring four months and one day after the closing date.
• Finder’s Fees: Company may pay finder’s fees in accordance with applicable securities laws and TSX‑V policies.
• Tax Flow‑Through Feature: FT Shares qualify as flow‑through shares; eligible exploration expenses equal to gross proceeds from FT Shares will be incurred by Dec 31, 2026 and renounced to purchasers no later than Dec 31, 2025.

Notable Quotes

• “The additional capital raised through this updated private placement will enable us to advance our flagship Toogood Gold Project and sustain our exploration momentum,” – Colin Smith, Director & CEO.