Toogood Gold closes $2.06-million private placement

Executive Summary

• Toogood Gold Corp. has closed its non-brokered, fully subscribed private placement, raising gross proceeds of $2,061,149.17.
• The offering consisted of charity flow-through units and non-flow-through units, with proceeds designated for working capital and exploration at the Toogood gold project.
• The transaction included insider participation and specific tax-related obligations regarding flow-through share renunciations.

Key Details

• Gross Proceeds: $2,061,149.17 raised from the closing of the private placement.
• Units Issued:
  • 2,469,134 charity flow-through units at $0.405 per unit.
  • 3,537,166 non-flow-through units at $0.30 per unit.
• Warrant Terms (Flow-Through Units): Each unit contains one flow-through common share and 0.5 non-flow-through common share purchase warrant.
• Warrant Terms (Non-Flow-Through Units): Each unit contains one non-flow-through common share and 0.5 non-flow-through common share purchase warrant.
• Warrant Exercise Price: $0.45 per common share.
• Warrant Expiry: Two years from the date of issuance.
• Use of Proceeds: Working capital and continuing/future exploration programs at the Toogood gold project (New World Island, Newfoundland).
• Finder’s Fees: Cash fees totaling $90,775.31 paid, plus issuance of 302,584 finder warrants at $0.30 per warrant (exercisable for two years).
• Hold Period: Securities are subject to a hold period of four months and one day from the closing date under Canadian securities laws.
• Flow-Through Tax Obligations:
  • Gross proceeds from flow-through shares will be used for eligible Canadian exploration expenses.
  • Qualifying expenditures of not less than the gross proceeds raised must be incurred (or deemed incurred) on or before December 31, 2026.
  • Renunciation to initial purchasers must have an effective date no later than December 31, 2025.
• Insider Participation: An insider purchased 33,333 non-flow-through units. This is a related party transaction under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval as the value does not exceed 25% of market capitalization.
• Closing Conditions: Subject to receipt of all necessary approvals, including final approval from the TSX Venture Exchange.