Mr. Colin Smith reports

TOOGOOD GOLD COMPLETES QUALIFYING TRANSACTION

Toogood Gold Corp. has completed its previously announced acquisition of TGC Gold Corp., which constitutes the qualifying transaction of the company pursuant to TSX Venture Exchange Policy 2.4 -- Capital Pool Companies.

The transaction

Prior to completing the transaction, the company changed its name from Smithe Resources Corp. to Toogood Gold Corp. The new Cusip number of the common shares is 890367105 and the new ISIN number of the common shares is CA8903671052.

The transaction was completed by way of a share exchange under the laws of the province of British Columbia, whereby the company acquired all of the issued and outstanding securities of TGC in exchange for securities of the company on a 1:1 basis. In connection with the transaction, the company issued 19.6 million common shares to former shareholders of TGC.

In connection with the transaction, the company paid a finder's fee of 1,375,000 common shares to an arm's-length finder.

Subject to receipt of final approval of the exchange, it is anticipated that the common shares of the company will commence trading on the exchange under the ticker symbol TGC as a Tier 2 issuer. The anticipated trading date will be announced in a subsequent news release once confirmed.

In connection with the transaction, in accordance with the requirements of the exchange, certain securityholders of the company have entered into a Tier 2 value security escrow agreement in respect of 20,975,000 common shares of the company. Under the terms of the escrow agreement, 10 per cent of such escrowed shares will be released upon issuance of the final bulletin of the exchange in respect of the transaction, with subsequent 15 per cent releases occurring six, 12, 18, 24 and 30 months from such date.

Going forward, the company will operate as a natural resource company focused on the acquisition, development and operation of mineral properties. At this stage, its principal focus will be 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-per-cent interest in the Toogood gold project, which consists of 16 mineral licences encompassing 481 claims located in the province of Newfoundland and Labrador. Concurrently with the closing of the transaction, the company issued five million common shares to prospector pursuant to the terms of the option agreement.

Further details regarding the transaction can be found in the company's filing statement dated March 31, 2025, filed under the company's profile on SEDAR+.

Concurrent financing

On June 27, 2025, the company completed a non-brokered private placement for aggregate gross proceeds of $3,522,640, consisting of: (i) 5,858,000 common shares of the company, each qualifying as a flow-through share as such term is defined in the Income Tax Act (Canada), at a price of 13 cents per flow-through share for gross proceeds of $761,540; and (ii) 27,611,000 non-flow-through common shares of the company at a price of 10 cents per non-FT share for gross proceeds of $2,761,100. Prior to completing the listing, the company expects to close a second tranche of the concurrent financing, such that the aggregate gross proceeds of first and second tranche of the concurrent financing will be up to $4.5-million.

In connection with the concurrent financing, certain finders received: (i) a cash commission in the aggregate amount of approximately $175,815, representing 8.0 per cent of the gross proceeds of the flow-through shares and non-FT shares collectively sourced by such finders; and (ii) an aggregate amount of 1,643,400 finder warrants, equal to 8.0 per cent 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 10 cents per share for a period of 24 months from the date of issuance.

The proceeds of the concurrent financing will be used to finance (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 concurrent financing are subject to a hold period of four months plus a day from the date of issuance.

For more information, refer to the company's filing statement, which is available under the company's profile on SEDAR+.

Board and management

In connection with the completion of the transaction, the company is pleased to announce its board of directors as follows: Matthew Roma, Darren Devine and Colin Smith. In addition, the company is pleased to announce its executive management as follows: Mr. Smith (CEO), Cheryll Lingal (chief financial officer and corporate secretary) and Jo Price (vice-president, exploration).

Issued and outstanding share capital

The attached 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 first closing of the concurrent financing.

All currency references in the news release are in Canadian currency unless otherwise noted.

About Toogood Gold Corp.

Toogood Gold 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, Toogood holds the right to acquire a 100-per-cent interest in the Toogood gold project, which consists of 16 mineral licences encompassing 481 claims located in the province of Newfoundland and Labrador.

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