Toogood Gold Corp. (TGC) has successfully completed a private placement, generating gross proceeds of C$2,061,149.17. This private placement, which was fully subscribed without the involvement of brokers, involved the issuance of 2,469,134 Charity Flow-Through Units priced at $0.405 each and 3,537,166 Non-Flow-Through Units at $0.30 each.
Details of the Offering
Each Charity Flow-Through Unit consists of one flow-through common share and a half warrant, while each Non-Flow-Through Unit includes one non-flow-through common share and a half warrant. The warrants can be exercised at a price of $0.45 per share for a duration of two years following their issuance. The funds raised will be allocated towards working capital and the ongoing exploration efforts at Toogood’s flagship Toogood Gold Project situated on New World Island, Newfoundland.
Regulatory Approvals and Fees
The completion of this offering is subject to specific closing conditions, particularly the approval from the TSX Venture Exchange. In addition, the company has paid cash finders’ fees amounting to $90,775.31 and issued 302,584 finders’ warrants at a price of $0.30, which can be exercised within two years from the issue date. The securities issued will be subject to a hold period under Canadian securities laws, lasting four months and one day from the closing date.
Tax Implications for Flow-Through Shares
The flow-through shares will qualify under the Income Tax Act (Canada) as flow-through shares. The company is committed to utilizing the total gross proceeds from these shares for eligible resource exploration expenses, which will be categorized as Canadian exploration expenses. The company will ensure that the total amount spent on these qualifying expenditures will match or exceed the gross proceeds raised from the issuance of the flow-through shares by the end of 2026, with renouncements to the initial purchasers expected by December 31, 2025.
Insider Participation and Related Party Transactions
In a related development, an insider of Toogood Gold purchased 33,333 Non-Flow-Through Units during this offering, which is classified as a related party transaction under Multilateral Instrument 61-101. The company is invoking exemptions from formal valuation and minority shareholder approval requirements as the value of securities acquired does not surpass 25% of the company’s market capitalization.
U.S. Securities Disclaimer
This announcement does not serve as an offer or solicitation for the purchase or sale of any securities in the United States. The securities have not been registered under the U.S. Securities Act of 1933 nor any state securities laws and cannot be sold or offered in the U.S. or to U.S. persons unless registered or an exemption applies.
About Toogood Gold Corp.
Toogood Gold Corp. holds a complete interest in the expansive Toogood Gold Project on New World Island, Newfoundland, a region recognized as a premier mining jurisdiction. The project spans 164 km² and is conveniently located 50 km from New Found Gold’s Queensway Project and 200 km from Equinox Gold’s Valentine Lake Mine, all within the same productive geological corridor known as the Exploits Subzone.
Project Exploration Success
The project’s initial drill program in 2022 yielded a significant high-grade gold discovery, with visible gold found in 15 out of 19 drilled holes and mineralization remaining open in all directions. Follow-up drilling in 2025 further expanded this discovery, identifying visible gold in 10 of 30 holes, also showcasing open-ended mineralization.
Infrastructure and Accessibility
The Toogood Gold Project is well equipped with excellent accessibility and infrastructure, featuring paved highway access, power supply, fresh water, and proximity to tidewater, making it ideally positioned for ongoing exploration and future development.
Contact Information
For more details, please reach out to Colin Smith, Director & CEO, at +1 778 726-3356 or via email.
Forward-Looking Statements
This press release includes forward-looking statements as defined by Canadian securities legislation, which encompass expectations regarding the company’s projects, strategies, and timelines. While management believes these statements to be reasonable, they cannot guarantee their accuracy. Forward-looking statements are inherently uncertain and may differ significantly from actual outcomes. Readers are encouraged to consult the company’s reports available through the Canadian Securities Administrators’ System for a comprehensive discussion of related risks and uncertainties.
Exchange Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services Provider assumes responsibility for the adequacy or accuracy of this announcement.
U.S. Distribution Notice
This announcement is not intended for distribution to U.S. newswire services or dissemination in the United States.
