Toogood Gold Corp. (TSX-V: TGC) (FSE: D3P) announced the closing of its non-brokered fully subscribed private placement, raising gross proceeds of C$2,061,149.17.

The Offering consisted of the issuance 2,469,134 Charity Flow-Through Units  at a price of $0.405 per Charity FT Unit and 3,537,166 Non-Flow-Through Units at a price of $0.30 per NFT Unit.

Each Charity FT Unit consists of one flow-through common share and one half of one non-flow-through common share purchase warrant. Each NFT Unit consists of one non-flow-through common share and one half of one non-flow-through common share purchase warrant. Each Warrant will be exercisable at a price of $0.45 into one common share for a period of two years from the date of issuance.

Toogood intends to use the proceeds of the Offering for working capital and ongoing and future exploration programs at the Company’s flagship Toogood Gold Project, located on New World Island, Newfoundland.

The Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the final approval of the TSX Venture Exchange.

The Company paid cash finders’ fees totaling $90,775.31 and issued 302,584 finders’ warrants at a price of $0.30. Each finders’ warrant is exercisable for 2 years from the date of issue. The securities issued under the Offering are subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Offering.

The FT Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as “Canadian exploration expenses” (as defined in the Tax Act). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2025.

An Insider of the Company purchased an aggregate of 33,333 NFT Units in the Offering. Such insider participation constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as the fair market value of the securities subscribed for does not exceed 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Toogood Gold Corp.

Toogood Gold holds a 100% interest in the district-scale Toogood Gold Project on New World Island, Newfoundland – recognized as a tier-one mining jurisdiction. The 164 km² property is strategically located just 50 km north of New Found Gold’s Queensway Project and 200 km northeast of Equinox Gold’s Valentine Lake Mine, within the same prolific structural corridor (Exploits Subzone).

The Project’s inaugural drill program in 2022 delivered a high-grade, at-surface gold discovery, with visible gold encountered in 15 of 19 holes and mineralization remaining open in all directions. Follow-up drilling in 2025 continued to expand this discovery, intersecting visible gold in 10 of 30 holes and again exhibiting open-ended mineralization.

The Toogood Gold Project benefits from exceptional accessibility and infrastructure, including paved highway access, power lines, fresh water, and proximity to tidewater – positioning the Project for efficient ongoing exploration and future development.