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Toogood Gold Corp
Symbol TGC
Shares Issued 77,230,693
Close 2025-11-17 C$ 0.225
Market Cap C$ 17,376,906
Recent Sedar Documents

Toogood Gold agreement for Golden Nugget property

2025-11-17 21:03 ET - Property Agreement

The TSX Venture Exchange has accepted for filing documentation pertaining to a property option agreement dated Sept. 20, 2025, between the company and two individual arm's-length vendors, whereby the company has acquired an exclusive option to earn a 100-per-cent interest in the mineral claims comprising the Golden Nugget property, located in Newfoundland and Labrador, Canada.

Under the terms of the agreement, to exercise the option over a four-year earn-in period, the company will pay a total consideration of $330,000 in cash and issue up to 7.4 million common shares valued at $370,000 in common shares. The shares will be issued at a price equal to the greater of the 20-day volume-weighted average closing price or a minimum of five cents per share, with the company guaranteeing the full dollar value of the share consideration through a cash shortfall payment if required. In the event the full $370,000 share consideration is issued at the minimum deemed price of five cents per share, the company may issue up to 7.4 million shares in satisfaction of such consideration under the agreement. These consideration payments are allocated equally (50/50) between the two optionors.

Upon full exercise of the option, the company will grant the optionors a 2.0-per-cent net smelter return (NSR) royalty over the property, consisting of an additional 0.5-per-cent NSR on claims already subject to an existing 1.5-per-cent NSR, and a 2.0-per-cent NSR on all other claims. This NSR is adjusted to 0.5 per cent on claims already subject to an existing 1.5-per-cent royalty. The optionors will also receive an annual advance royalty (AAR) of $25,000 starting Sept. 20, 2030, credited against future production royalty payments. The company may reduce the NSR royalty by making a one-time buyback payment of $1.5-million at any time prior to the commencement of commercial production, which will eliminate the additional 0.5-per-cent NSR on the existing claims (reducing the total NSR thereon from 2.0 per cent to 1.5 per cent) and reduce the 2.0-per-cent NSR on all other claims to 1.0 per cent.

The transaction is arm's length in nature and no finder's fee is payable.

For further information, please refer to the company's news releases Oct. 1, 2025, and Nov. 13, 2025.

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