Vancouver, British Columbia--(Newsfile Corp. - July 16, 2026) - Toogood Gold Corp. (TSXV: TGC) (OTCQB: TGGCF) (FSE: D3P) ("Toogood" or the "Company") announces that, further to its news release dated May 29, 2026, the Company has received approval of the TSX Venture Exchange (the "TSXV") in respect of the exploration lease and option to purchase agreement dated May 26, 2026 (the "Option Agreement") among the Company's wholly-owned subsidiary, Toogood Gold (US) Inc. ("Toogood US"), GenEx Exploration Inc. ("Optionor"), Orogen Royalties Inc. ("Orogen"), and Altius Resources Inc. ("Altius", and together with Orogen, the "Canadian Optionors"), pursuant to which Toogood US has been granted the exclusive option to acquire a 100% interest in the Table Mountain Gold-Silver Project (the "Project") located in Lincoln County, Nevada, subject to a net smelter returns royalty.
In connection with the receipt of TSXV approval, the Company has issued an aggregate of 1,000,000 common shares (the "First Share Payment") at a deemed price of $0.10 per common share, of which 500,000 common shares were issued to the Optionor and 500,000 common shares were issued to Altius, in accordance with the terms of the Option Agreement. In addition, the Company has paid an expense reimbursement of US$31,791 (inclusive of CAD$30,000 previously advanced) to the Canadian Optionors in respect of staking costs incurred on behalf of the Company.
In order to exercise the option, the Company is required to issue an aggregate of 16,683,431 common shares to the Optionor, of which 1,000,000 common shares have been issued as the First Share Payment. The remaining share payments are as follows: (i) 3,500,000 common shares on or before the date that is six months from the date of TSXV approval; (ii) 5,500,000 common shares on or before the first anniversary of the date of TSXV approval; and (iii) 6,683,431 common shares on or before the second anniversary of the date of TSXV approval.
The Option Agreement provides for a 3.0% net smelter returns ("NSR") royalty on the Project, of which: (a) 0.5% may be repurchased by the Company for a one-time payment of US$5,000,000 in cash at any time until the fourth anniversary of the recordation of the deed following exercise of the option (the "First Buydown Right"); and (b) an additional 0.5% may be repurchased for a one-time payment of US$15,000,000 in cash, with such additional buydown right triggered upon delivery of a prefeasibility study or feasibility study prepared in accordance with National Instrument 43-101 (the "Second Buydown Right"). Exercise of the First Buydown Right is not required to exercise the Second Buydown Right. If both buydown rights are exercised, the NSR will be reduced to 2.0%.