Toogood Gold Corp. Closes Second Tranche of Concurrent Private Placement and Announces Anticipated Commencement of Trading
LEGAL_47101553.3
Toogood Gold Corp. Closes Second Tranche of Concurrent Private Placement
and Announces Anticipated Commencement of Trading
Vancouver, B.C., July 11, 2025: Toogood Gold Corp. (formerly named Smithe Resources Corp.)
(TSX-V: SMTH.P) (the "Company") is pleased to announce that, further to its news release dated
June 30, 2025, the Company has completed the second tranche (the “ Second Tranche”) of its
previously announced non- brokered private placement (the “ Concurrent Financing ”) for
aggregate gross proceeds of $ 977,360, consisting of: (i) 192,000 common shares of the
Company, each qualifying as a “flow-through share” as such term is defined in the Income Tax
Act (Canada) (the “Flow-Through Shares”), at a price of $0.13 per Flow-Through Share for gross
proceeds of $24,960; and (ii) 9,524,000 non flow-through common shares of the Company (the
“Non-FT Shares”) at a price of $0.10 per Non-FT Share for gross proceeds of $952,400.
Together with the first tranche of the Concurrent Financing, the Company has raised, in
aggregate, total gross proceeds of $4,500,000 under the Concurrent Financing.
The Concurrent Financing was completed in connection with the Company’s acquisition (the
“Transaction”) of TGC Gold Corp. (“ TGC”), which constituted the Company’s “Qualifying
Transaction” under TSX Venture Exchange (“Exchange”) Policy 2.4 – Capital Pool Companies.
The Transaction closed on June 27, 2025.
Under the terms of an option agreement (the "Option Agreement") with Prospector Metals Corp.
("Prospector"), TGC holds the right to acquire a 100% interest in the Toogood Gold Project,
which consists of 16 mineral licenses encompassing 481 claims located in the Province of
Newfoundland and Labrador. Concurrently with the closing of the Transaction, the Company
issued 5,000,000 common shares to Prospector pursuant to the terms of the Option Agreement.
Concurrently with the closing of the Second Tranche, the Company issued an additional 367,000
common shares to Prospector pursuant to the terms of the Option Agreement, bringing the total
number of common shares issued to Prospector to 5,367,000.
Subject to final approval from the Exchange, the Company’s common shares are expected to
commence trading under the ticker symbol “TGC” on or about July 16, 2025, as a Tier 2 issuer.
In connection with the Second Tranche, certain finders received: (i) a cash commission in the
aggregate amount of $40,588.80, representing 8.0% of the gross proceeds of the Flow-Through
Shares and Non-FT Shares collectively sourced by such finders; and (ii) an aggregate amount
of 401,280 finder warrants (each, a “ Finder Warrant ”), equal to 8.0% of the Flow -Through
Shares and Non- FT Shares collectively sourced by such finders. Each Finder Warrant is
exercisable for one common share of the Company at an exercise price of $0.10 per share for
a period of 24 months from the date of issuance.
The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Transaction
and the Concurrent Financing, (ii) the exploration and development of the Toogood Gold Project,
located in the Province of Newfoundland and Labrador, and (iii) working capital requirements of
the Company following completion of the Transaction.
All securities issued pursuant to the Second Tranche are subject to a hold period of four months
plus a day from the date of issuance.
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The Company also adopted a new omnibus incentive plan, structured as a 20% fixed plan. Under
the terms of the plan, the maximum number of common shares that may be subject to option and
restricted share unit grants at any time must not exceed 20% of the total number of common
shares outstanding on a non-diluted basis as of the closing of the Transaction and the Concurrent
Financing, when combined with all other security -based compensation arrangements of the
Company. Based on the Company’s currently issued and outstanding common shares, and in
accordance with the terms of the plan, the maximum number of common shares that may be
reserved for issuance pursuant to option and restricted share unit grants is 15,385,400 common
shares, representing 20% of the issued and outstanding common shares as of the date hereof.
The following table sets out the issued and outstanding share capital of the Company on a non-
diluted basis following the completion of the Transaction and the Concurrent Financing:
Category of Security Number Percentage
Common shares held by the previously existing shareholders of
the Company (formerly Smithe Resources Corp.)
7,400,000 9.62%
Common shares issued to the former TGC securityholders
pursuant to the Transaction
19,600,000 25.48%
Common shares issued to an arm’s length finder for the
Transaction
1,375,000 1.79%
Common shares issued pursuant to the Concurrent Financing 43,185,000(1) 56.14%
Common shares issued to Prospector pursuant to the Option
Agreement
5,367,000(2) 6.97%
TOTAL: 76,927,000 100%
Notes:
(1) Includes the 33,469,000 common shares previously issued on June 27, 2025, in connection with the completion of
the first tranche of the Concurrent Financing.
(2) Includes the 5,000,000 common shares previously issued to Prospector on June 27, 2025, in connection with the
completion of the Transaction.
In connection with the completion of the Transaction, concurrently with the completion of the
Second Tranche, the Company granted 600,000 stock options to certain officers and consultants
of the Company. Each o ption is exercisable for one (1) common share at an exercise price of
$0.10 per share for a period of five (5) years from the date of grant. All options were granted
pursuant to the Company's 20% fixed omnibus incentive plan and are subject to the terms of the
omnibus incentive plan, the applicable grant agreements and the requirements of the Exchange.
Further information regarding the Transaction is available in the Company’s filing statement dated
March 31, 2025, which is available under the Company’s profile on SEDAR+.
All currency references in the news release are in Canadian currency unless otherwise noted.
About Toogood Gold Corp.
Toogood Gold Corp. is a natural resource company focused on the acquisition, development, and
operation of mineral properties. At this stage, its principal focus is on the exploration and
development of the Toogood Gold Project. Under the terms of an option agreement with
Prospector Metals Corp., TGC holds the right to acquire a 100% interest in the Toogood Gold
Project, which consists of 16 mineral licenses encompassing 481 claims located in the Province
of Newfoundland and Labrador.
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ON BEHALF OF THE BOARD OF DIRECTORS OF TOOGOOD GOLD CORP.
Colin Smith, CEO & Director
For further information regarding the Company, please contact:
Cheryll Lingal
Chief Financial Officer and Corporate Secretary
604.209.8643
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the
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.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news release that are not historical facts may be forward- looking statements,
including statements in respect of the final Exchange approval and listing date and the proposed use of
proceeds from the Concurrent Financing. These forward-looking statements involve risks, uncertainties and
other factors that could cause actual results to differ materially from those expressed or implied by such
forward-looking statements. In addition, the forward- looking statements require manageme nt to make
assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-
looking statements will not prove to be accurate, that the management’s assumptions may not be correct
and that actual results may differ materially from such forward- looking statements. Accordingly, readers
should not place undue reliance on the forward- looking statements. Generally forward-looking statements
can be identified by the use of terminology such as “anticipate”, “will”, “expect ”, “may”, “continue”, “could”,
“estimate”, “forecast”, “plan”, “potential” and similar expressions. These forward- looking statements are
based on a number of assumptions which may prove to be incorrect which, without limiting the generality
of the following, include: risks inherent in exploration activities; the impact of exploration competition;
unexpected geological or hydrological conditions; changes in government regulations and policies,
including trade laws and policies; failure to obtain necessary permits and approvals from government
authorities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations;
the ability to raise funds through private or public equity financings; environmental and safety risks including
increased regulatory burdens; weather and other natural phenomena; and other exploration, development,
operating, financial market and regulatory risks. The forward- looking statements contained in this press
release are made as of the date hereof or the dates specifically referenced in this press release, where
applicable. Except as required by applicable securities laws and regulation, the Company disclaims any
intention or obligation to update or revise any forward- looking statement, whether as a result of new
information, future events or otherwise, except as required by applicable securities laws. All forward-looking
statements contained in this press release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.