Mr. Andrew Lau reports

SMITHE RESOURCES CORP. FILES FILING STATEMENT, OBTAINS CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION WITH TGC GOLD CORP. AND ANNOUNCES CONCURRENT FINANCING TERMS

The exchange has conditionally approved the proposed business combination between Smithe Resources Corp. and TGC Gold Corp. previously announced in the company's press release dated Feb. 19, 2025. The transaction remains subject to the final approval of the exchange and satisfaction of closing conditions customary for transactions of this nature. The company, upon and subject to completion of the transaction, will continue under the name Toogood Gold Corp. and trade on the exchange under the symbol TGC.

The company has filed a filing statement that is dated effective March 31, 2025, with the exchange and on the company's SEDAR+ profile. Additional information in respect of the transaction, the company and TGC can be found in the filing statement.

Concurrent financing

In connection with the transaction, the company will complete a non-brokered private placement of: (i) 11,538,462 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 $1.5-million; and (ii) a minimum of 20 million non-flow-through common shares of the company and a maximum of 30 million non-flow-through shares at a price of 10 cents per non-FT share, for gross proceeds of $2-million in the case of the minimum offering and up to $3-million in the case of the maximum offering.

In connection with the concurrent financing, the company will pay finders' fees of up to 8.0 per cent of the gross proceeds raised by the company from the sale of flow-through shares and non-FT shares to subscribers directly introduced to the company by eligible finders. In addition, the company will issue to eligible finders non-transferable finders' warrants of up to 8.0 per cent of the number of flow-through shares and non-FT shares sold in the concurrent financing. Each finder's warrant will entitle the holder to acquire one common share of the company at a price of 10 cents per share for a period of two years 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 resulting issuer following completion of the transaction.

All securities issued pursuant to the concurrent financing will be subject to a hold period of four months plus a day from the date of issuance. Closing of the concurrent financing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the exchange.

The transaction is expected to close as soon as reasonably practicable following the completion of the concurrent financing.

In accordance with the policies of the exchange, the company's common shares are currently halted from trading and will remain so until such time as required by exchange policies.

For additional details regarding the transaction and the Toogood gold project, please see the filing statement and the company's press release dated Feb. 19, 2025, which are available under the company's SEDAR+ profile.

About Smithe Resources Corp.

Smithe is designated as a capital pool company under exchange Policy 2.4 (Capital Pool Companies). Smithe has not commenced commercial operations and has no assets other than cash. Smithe's objective is to identify and evaluate businesses or assets with a view to completing a qualifying transaction. Any proposed qualifying transaction must be approved by the exchange and, in the case of a non-arm's-length qualifying transaction, must also receive majority approval of the minority shareholders. Until the completion of a qualifying transaction, Smithe will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

As of the date hereof, Smithe has 7.4 million common shares issued and outstanding (2.4 million of which are subject to escrow restrictions), and an aggregate of 740,000 common shares are reserved for issuance upon the exercise of outstanding stock options.

About TGC Gold Corp.

TGC is a private mining company incorporated under the laws of British Columbia with its head office in British Columbia. Pursuant to an option agreement with Prospector Metals Corp., TGC holds the right to acquire a 100-per-cent interest in 16 mineral licences, comprising 481 claims, located in the province of Newfoundland and Labrador, known as the Toogood gold project.

We seek Safe Harbor.