Toogood Gold Signs Definitive Agreement for Option to Earn 100% Interest in the Table Mountain Project, Nevada
Toogood Gold Signs Definitive Agreement for
Option to Earn 100% Interest in the Table
Mountain Project, Nevada
Vancouver, British Columbia--(Newsfile Corp. - May 29, 2026) - Toogood Gold Corp. (TSXV: TGC)
(OTCQB: TGGCF) (FSE: D3P) ("
Toogood
" or the "
Company
") today announced that it has entered
into a definitive option agreement (the "Definitive Agreement") dated May 26, 2026 with Orogen
Royalties Inc. and its subsidiary GenEx Exploration Inc. (collectively "Orogen"), and Altius Resources Inc.
("Altius"), and together with Orogen, the ("Vendors"), pursuant to which the Company has the exclusive
right to earn a 100% interest in the Table Mountain Project (the "Project" or "Table Mountain"), located in
Lincoln County, Nevada.
Key Points Summary
Definitive Agreement executed:
Toogood has secured an exclusive option to earn a 100%
interest in the Table Mountain Project in Nevada;
Undrilled, district-scale low-sulphidation epithermal system:
4 x 2 km alteration footprint with
multiple outcropping Au-Ag-bearing epithermal veins;
Compelling first-pass geochemistry:
Rock assays up to 2.6 g/t Au and >50 g/t Ag with strong
Sb-As-Hg pathfinder anomalism, further supporting low-sulphidation epithermal affinity;
No historical drilling:
Large, well-preserved system remains effectively untested by modern
exploration;
Strategic location:
2-hour drive from Las Vegas and 10 km south of the Atlanta Gold Mine within
the Indian Peak Caldera Complex;
Aligned vendor structure:
Equity-based earn-in with a 3.0% net smelter return ("NSR") royalty
and staged buydown rights to 2.0%;
Phase 1 exploration:
Systematic property-wide campaign has commenced, including soil
geochemistry (>6,150 samples), 1:5,000-scale structural and geological mapping, ground gravity,
drone magnetics, prospecting, rock sampling and hand-held spectral analyses;
Phase 2 exploration:
Planned following Phase 1 and expected to include controlled-source
audio-frequency magnetotellurics ("CSAMT") to map deeper resistive features, together with drill-
target-focused mapping, prospecting and rock sampling; and
Maiden drill program:
Phase 1 exploration designed to deliver ranked drill targets and a permit-
ready drill plan in Q3 2026.
Management Commentary
"The Definitive Agreement marks an important milestone for Toogood, securing our exclusive option
on Table Mountain as we advance the project through its first-ever systematic, property-wide
exploration program,"
stated Colin Smith, CEO of Toogood Gold Corp
.
"Table Mountain
represents a rare opportunity to evaluate an undrilled, district-scale low-sulphidation epithermal
system in Nevada, with a large alteration footprint, multiple outcropping Au-Ag-bearing veins, strong
pathfinder geochemistry and clear structural vectors. With agreements now in place and Phase 1
exploration underway, our focus is on rapid, disciplined execution to generate and refine high-
confidence drill targets ahead of a targeted maiden drill campaign later this year."
Table Mountain Project Overview
Table Mountain is a large, well-preserved low-sulphidation epithermal gold-silver system located within
the Indian Peak Caldera Complex in southeastern Nevada (Figure 1). The Project comprises 184
unpatented lode mining claims administered by the Bureau of Land Management ("BLM") totaling 1,538
hectares.
Work completed in 2025 defined a coherent hydrothermal alteration cell of distinct low-sulphidation
epithermal affinity, measuring approximately 4 km by 2 km, characterized by kaolinite-dominant
alteration with local illite and alunite assemblages (Figure 2). Multiple outcropping quartz-chalcedony
veins display classic epithermal textures, including crustiform-colloform banding and silicified platy
calcite, consistent with an upper-level epithermal system (Figure 3).
Reconnaissance rock sampling returned gold values up to approximately 2.6 g/t Au and silver values
exceeding 50 g/t Ag, supported by strong epithermal pathfinder geochemistry (Sb-As-Hg).
The system is interpreted to be exposed at a high structural level, with potential for preserved boiling
horizons at depth. For additional information, please refer to Toogood Gold Corp.'s news release dated
March 2, 2026.
Figure 1: Location of Table Mountain, showing producing and past-producing gold mines,
major gold deposits and the approximate location of the Cenozoic southern Great Basin
ignimbrite province in Nevada (ignimbrite province modified from Stewart and Carlson, 1976).
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11439/299528_602bbe6ba44d0b12_002full.jpg
Figure 2: Plan Map of Table Mountain Project, Nevada, showing SWIR and LWIR alteration
mineralogy, rock sample assays, structure, and lineaments.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11439/299528_602bbe6ba44d0b12_003full.jpg
Figure 3: Vein material from outcropping vein at Table Mountain displaying crustiform-
colloform banded chalcedony and fine-grained quartz textures with silicified bladed (platy)
calcite, consistent with an upper-level low-sulphidation epithermal environment.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11439/299528_602bbe6ba44d0b12_004full.jpg
Transaction Summary
Under the terms of the Definitive Agreement, Toogood has been granted an exclusive option to earn a
100% interest in the Project by issuing an aggregate of 16,683,431 common shares to the Vendors, as
follows:
i
.
1,000,000 common shares issuable within three business days of the Effective Date;
ii
.
3,500,000 common shares on or before the date that is six months from the Effective Date;
iii
.
5,500,000 common shares on or before the first anniversary of the Effective Date; and
iv
.
6,683,431 common shares on or before the second anniversary of the Effective Date.
The "Effective Date" is defined as the date on which all required regulatory approvals, including approval
of the TSX Venture Exchange, have been obtained.
The Definitive Agreement also provides for a 3.0% net smelter return ("NSR") royalty on the Project, of
which:
a
.
0.5% may be repurchased for US$5.0 million in cash at any time until the fourth anniversary of the
recordation of the Deed following exercise of the Option (the "First Buydown Right");
b
.
an additional 0.5% may be repurchased for US$15.0 million in cash, with such additional buydown
right triggered upon delivery of a prefeasibility study ("PFS") or feasibility study ("FS") (the
"Second Buydown Right"); and
c
.
exercising the First Buydown Right is not required to exercise the Second Buydown Right.
The transaction remains subject to customary conditions, including approval of the TSX Venture
Exchange.
Shares for Debt Transaction
Further to its news release dated September 22, 2025, the Company also announces that it intends to
settle outstanding indebtedness in the aggregate amount of $110,000 owing to Canaccord Genuity
Corp. (the "Advisor") by issuing 1,000,000 common shares of the Company (the "Fee Shares") at a
deemed price of $0.11 per common share (the "Shares for Debt Transaction"), pursuant to an amended
and restated advisory agreement between the Company and the Advisor (the "Amended Advisory
Agreement"), which amends and restates the original advisory agreement dated September 22, 2025.
The indebtedness to be settled pursuant to the Shares for Debt Transaction represents an advisory fee
for financial advisory, consulting and support services rendered by the Advisor to the Company on a non-
exclusive basis during the period from April 1, 2025, to June 30, 2025. The advisory fee was negotiated
at arm's length and, in the view of management, is consistent with market rates for comparable advisory
services.
All Fee Shares issued pursuant to the Shares for Debt Transaction will be subject to a statutory hold
period expiring four months and one day from the date of issuance, in accordance with applicable
Canadian securities laws. In addition, the Fee Shares will be subject to the following voluntary resale
restrictions: (a) 50% of the Fee Shares will have no voluntary hold period restrictions; (b) 25% of the Fee
Shares will be released and become freely tradable on the date that is six months following the effective
date of the Amended Advisory Agreement; and (c) the remaining 25% of the Fee Shares will be
released and become freely tradable on the date that is 12 months following the effective date of the
Amended Advisory Agreement, in each case subject to certain acceleration conditions set forth in the
Amended Advisory Agreement.
Completion of the Shares for Debt Transaction is subject to acceptance of the TSX Venture Exchange.
QA/QC and Analytical Methods
The Table Mountain assay results reported herein are derived from first-pass reconnaissance rock
samples that were selective or grab in nature and are not necessarily representative of overall grade or
true width. Samples were analyzed by ALS Geochemistry using Au-ICP21 (30-gram fire assay with ICP-
AES finish) and multi-element methods Hg-MS42 and ME-MS61, with sample preparation completed at
ALS Reno and analyses completed at ALS Vancouver.
The Company has not independently verified the 2025 reconnaissance results reported herein and such
results should be considered preliminary; however, the Company considers the data relevant for the
purposes of guiding exploration and disclosure. Orogen's initial reconnaissance program did not include
the insertion of certified reference materials, blanks, or field duplicates, and accordingly, the results
should be considered preliminary in nature. The Company intends to implement industry-standard
QA/QC protocols, including the systematic insertion of CRMs, blanks, and field duplicates, in all future
sampling programs.
Qualified Person
Colin Smith, M.Sc., P.Geo., a Qualified Person under National Instrument 43-101, has reviewed and
approved the technical information contained in this news release. Mr. Smith is not independent and
serves as CEO and Director of Toogood Gold Corp. and owns securities of the Company.
Certain third-party reconnaissance data disclosed herein has not been independently verified by the
Company but is considered relevant and reliable for the purposes of this disclosure.
About Toogood Gold Corp.
Toogood Gold Corp. is a Canadian exploration company focused on the discovery and advancement of
high-grade gold systems in tier-one mining jurisdictions. The Company has two core areas of focus: the
Table Mountain Project in Nevada, where the Company has an option to earn a 100% interest in a large,
undrilled low-sulphidation epithermal system with extensive surface alteration and multiple mineralized
vein exposures; and the district-scale Toogood Gold Project in Newfoundland, where the Company has
an option to earn a 100% interest in a 164 km² land package covering a highly prospective and
underexplored gold district with multiple target areas and demonstrated gold prospectivity.
On Behalf of the Board of Directors
Colin Smith
Director & CEO
Toogood Gold Corp.
For further information, contact:
Colin Smith, Director & CEO
+1 778 726-3356
Additional information about Toogood Gold Corp. can be found at
www.sedarplus.ca
.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. Generally, forward-looking information can be identified by the use of forward-
looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain acts, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved".
Forward-looking statements or information are subject to a variety of known and unknown risks,
uncertainties and other factors that could cause actual events or results to differ from those reflected in
the forward-looking statements or information, including, without limitation, the need for additional capital
by the Company through financings, and the risk that such funds may not be raised; the speculative
nature of exploration and the stages of the Company's properties; the effect of changes in commodity
prices; regulatory risks that development of the Company's material properties will not be acceptable for
social, environmental or other reasons; availability of equipment (including drills) and personnel to carry
out work programs; and that each stage of work will be completed within expected time frames. This list
is not exhaustive of the factors that may affect any of the Company's forward-looking statements or
information. Although the Company has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause results not to be as anticipated,
estimated, described or intended. Accordingly, readers should not place undue reliance on forward-
looking statements or information.
The Company's forward-looking statements and information are based on the assumptions, beliefs,
expectations and opinions of management as of the date of this news release, and other than as
required by applicable securities laws, the Company does not assume any obligation to update forward-
looking statements and information if circumstances or management's assumptions, beliefs,
expectations or opinions should change, or changes in any other events affecting such statements or
information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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