Vancouver, British Columbia–Toogood Gold Corp. (TGC) has successfully completed its private placement, raising a total of C$2,061,149.17. This funding initiative saw the issuance of 2,469,134 Charity Flow-Through Units priced at $0.405 each, alongside 3,537,166 Non-Flow-Through Units offered at $0.30 each. The Charity FT Units comprise one flow-through common share and one half of a non-flow-through common share purchase warrant, while the NFT Units consist of one non-flow-through common share and a similar warrant structure. Each warrant grants the holder the option to purchase a common share at $0.45 for a two-year duration following its issuance.
Toogood plans to allocate the proceeds from this funding towards working capital as well as ongoing and future exploration efforts at its flagship Toogood Gold Project, situated on New World Island, Newfoundland. The completion of this offering is contingent upon several closing conditions, including obtaining all necessary regulatory approvals, particularly from the TSX Venture Exchange.
As part of the funding arrangement, the Company incurred cash finders’ fees amounting to $90,775.31 and issued 302,584 finders’ warrants at a price of $0.30, which can be exercised for two years from their issue date. The securities involved in this offering are subject to a holding period under Canadian securities legislation, expiring four months and one day post-closing.
The Flow-Through Shares issued will qualify as such under the Income Tax Act (Canada), meaning the gross proceeds from these shares will fund eligible resource exploration expenses, categorized as “Canadian exploration expenses.” Toogood commits to incurring qualifying expenditures equating to at least the gross proceeds from the FT Shares by December 31, 2026, and will renounce these expenditures to the initial purchasers of the FT Shares by no later than December 31, 2025.
An insider of the Company has acquired a total of 33,333 NFT Units during the offering, marking this as a “related party transaction” in accordance with Multilateral Instrument 61-101, which is designed to protect minority security holders in special transactions. Toogood is leveraging exemptions from the formal valuation and minority shareholder approval requirements due to the fair market value of the subscribed securities being below 25% of its market capitalization.
This announcement does not serve as an offer to sell or solicit an offer to buy securities within the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 or any state securities laws, thus they cannot be offered or sold in the United States or to U.S. Persons unless they are registered or an exemption from such registration is available.
About Toogood Gold Corp.
Toogood Gold Corp. holds a 100% interest in the expansive Toogood Gold Project located on New World Island, Newfoundland, an area recognized for its potential as a premier mining jurisdiction. Covering 164 km², the site is strategically positioned just 50 km from New Found Gold’s Queensway Project and 200 km from Equinox Gold’s Valentine Lake Mine, within the same productive geological corridor known as the Exploits Subzone.
The project’s initial drilling campaign in 2022 resulted in a significant gold discovery, with visible gold found in 15 out of 19 drill holes, and the mineralization remains open in all directions. Subsequent drilling in 2025 further expanded this discovery, revealing visible gold in 10 out of 30 holes, again indicating open-ended mineralization.
Exceptional access and infrastructure, including paved highways, power lines, fresh water, and proximity to tidewater, enhance the project’s potential for efficient exploration and future development.
Forward-Looking Information
This release contains forward-looking statements as defined by Canadian securities legislation, which include, but are not limited to, projections regarding the Company’s plans related to its projects, timelines, objectives, and the offering. While management believes these statements are reasonable, they cannot guarantee their accuracy. Forward-looking statements are inherently uncertain and may be identified by terms such as “expects,” “plans,” “anticipates,” “believes,” and similar language. The Company advises that actual results may significantly differ from those anticipated due to various risks and uncertainties. For a comprehensive discussion of these risks, please consult the Company’s reports available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+).
Neither the TSX Venture Exchange nor its Regulation Services Provider takes responsibility for the adequacy or accuracy of this release. This information is not intended for distribution to U.S. newswire services or dissemination in the United States.
