Toogood gets TSX-V OK for Golden Nugget, adds claims

Executive Summary

• Toogood Gold Corp. received final TSX Venture Exchange approval for an option agreement to acquire a 100% interest in the Golden Nugget property, contiguous to its flagship Toogood gold project in Newfoundland.
• The company simultaneously entered into a separate purchase and sale agreement to acquire three mineral licenses (75 hectares) to further consolidate ground within the Golden Nugget property.
• Both transactions involve cash and equity consideration, with total potential cash outlays of $345,000 and significant share issuances, subject to future NSR royalties and buyback options.

Key Details

• Golden Nugget Property Option Agreement (Approved Sept 20, 2025):

  • Asset: 100% interest in the Golden Nugget property, contiguous to the Toogood gold project.
  • Total Consideration: $330,000 in cash and $370,000 in common shares.
  • Cash Payment Schedule:
    • $50,000 within one year of effective date.
    • $70,000 within two years.
    • $90,000 within three years.
    • $120,000 within four years.
  • Share Issuance Schedule:
    • $90,000 value issued as soon as practicable following TSX-V approval.
    • $40,000 value on first anniversary.
    • $60,000 value on second anniversary.
    • $80,000 value on third anniversary.
    • $100,000 value on fourth anniversary.
  • Share Pricing Mechanism: Greater of (a) 20-day VWAP on issuance date, or (b) $0.05/share. Shortfalls in market value must be paid in cash within 60 days.
  • Maximum Share Issuance: Up to 7.4 million shares if issued at the minimum deemed price of $0.05.
  • Royalty Structure:
    • Existing 1.5% NSR on some claims + additional 0.5% NSR = 2.0% total on those claims.
    • 2.0% NSR on all other claims.
    • Buyback Option: $1.5 million payment prior to commercial production reduces the additional 0.5% NSR (to 1.5% total on existing claims) and reduces the 2.0% NSR on other claims to 1.0%.
  • Advance Royalty: $25,000 annually starting Sept 20, 2030, payable until commercial production. Payable in cash or shares (valued same as consideration shares). Credits against future production royalties.
  • Regulatory Status: Arm's-length transaction; qualifies as expedited acquisition under TSX-V Policy 5.3. Statutory hold period of 4 months and 1 day.

• Mineral Licenses Purchase Agreement (Dated Nov 7, 2025):

  • Asset: Three mineral licenses totaling 75 hectares, contiguous to the Toogood gold project.
  • Strategic Value: Consolidates the anomalous trend within the Golden Nugget property, adding one additional kilometer of highly prospective ground.
  • Consideration:
    • Cash: $15,000.
    • Equity: 100,000 common shares.
    • Deemed Share Price: $0.18 per share.
  • Royalty Structure: Vendors retain a 2.0% NSR.
  • Buyback Option: Toogood may reduce the royalty from 2.0% to 1.0% by paying $1.5 million to vendors.
  • Conditions: Subject to corporate and regulatory approvals.
  • Regulatory Status: Arm's-length transaction; qualifies as expedited acquisition under TSX-V Policy 5.3. Statutory hold period of 4 months and 1 day.