Latest news with #TGC
Globe and Mail
2 days ago
- Business
- Globe and Mail
Toogood Gold Completes Qualifying Transaction
Vancouver, British Columbia--(Newsfile Corp. - June 30, 2025) - Toogood Gold Corp. (TSXV: SMTH.P) (formerly named Smithe Resources Corp.) (the " Company") is pleased to announce that it has completed its previously announced acquisition (the " Transaction") of TGC Gold Corp. (" TGC"), which constitutes the "Qualifying Transaction" of the Company pursuant to TSX Venture Exchange (the " 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 19,600,000 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 " Listing"). 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 (the " Escrow Agreement") in respect of 20,975,000 common shares of the Company. Under the terms of the Escrow Agreement, 10% of such escrowed shares will be released upon issuance of the final bulletin of the Exchange in respect of the Transaction, with subsequent 15% releases occurring 6, 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 (the " Option Agreement") with Prospector Metals Corp. (" Prospector"), TGC holds the right to acquire a 100% interest in the Toogood Gold Project, which consists of 16 mineral licenses encompassing 481 claims located in the Province of Newfoundland and Labrador. Concurrently with the closing of the Transaction, the Company issued 5,000,000 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 (the " 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 (the " Concurrent Financing") 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) (the " Flow-Through Shares"), at a price of $0.13 per Flow-Through Share for gross proceeds of $761,540; and (ii) 27,611,000 non flow-through common shares of the Company (the " Non-FT Shares") at a price of $0.10 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 $4,500,000. In connection with the Concurrent Financing, certain finders received: (i) a cash commission in the aggregate amount of approximately $175,815, representing 8.0% 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 (each, a " Finder Warrant"), equal to 8.0% 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 $0.10 per share for a period of 24 months from the date of issuance. The proceeds of the Concurrent Financing will be used to fund (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: Colin Smith (CEO), Cheryll Lingal (CFO and Corporate Secretary) and Jo Price (Vice-President, Exploration). Issued and Outstanding Share Capital The following 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 Corp. 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 Corp., TGC holds the right to acquire a 100% interest in the Toogood Gold Project, which consists of 16 mineral licenses encompassing 481 claims located in the Province of Newfoundland and Labrador. ON BEHALF OF THE BOARD OF DIRECTORS OF TOOGOOD GOLD CORP. Colin Smith, CEO & Director For further information regarding the Company, please contact: Cheryll Lingal Chief Financial Officer and Corporate Secretary cheryll@ 604.209.8643 This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Cautionary Note Regarding Forward-Looking Statements Statements contained in this news release that are not historical facts may be forward-looking statements, including statements in respect of the final Exchange approval and listing date and the proposed use of proceeds from the Concurrent Financing. These forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. These forward-looking statements are based on a number of assumptions which may prove to be incorrect which, without limiting the generality of the following, include: risks inherent in exploration activities; the impact of exploration competition; unexpected geological or hydrological conditions; changes in government regulations and policies, including trade laws and policies; failure to obtain necessary permits and approvals from government authorities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; the ability to raise funds through private or public equity financings; environmental and safety risks including increased regulatory burdens; weather and other natural phenomena; and other exploration, development, operating, financial market and regulatory risks. The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by applicable securities laws and regulation, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Time of India
14-06-2025
- General
- Time of India
Indian Army gets 419 new officers; Sri Lankan Army chief reviews parade, recalls own training days at IMA
Dehradun: A total of 451 officer cadets who were commissioned into the armies of their respective countries participated in the spring term passing out parade of the Indian Military Academy (IMA) in Dehradun on Saturday. Among them were 419 officer cadets commissioned into the Indian Army and 32 from friendly foreign nations. Sri Lanka Army Commander Lieutenant General BKGM Lasantha Rodrigo, an alumnus of IMA, reviewed the parade. Lt Gen Rodrigo, who passed out in 1990, is the first foreign military chief to return to his alma mater as chief guest and reviewing officer. The cadets on parade belonged to the 156 Regular Course, 45th Technical Entry Scheme (TES), 139th Technical Graduate Course (TGC), Special Commissioned Officers (SCO-54), and contingents from the nine foreign countries. The cadets marched to tunes like 'Sare Jahan Se Achha' and 'Kadam Kadam Badhaye Ja' in precise formations, in a reflection of the rigorous training and discipline instilled at the academy. Addressing the cadets, Lt Gen Rodrigo said, "This place doesn't just train officers; it forges bonds that last a lifetime". He also recounted memories from his own training days fondly, including sharing an anecdote about "my first haircut at the IMA barber shop." by Taboola by Taboola Sponsored Links Sponsored Links Promoted Links Promoted Links You May Like Cervecería Nacional CFD: Calcula cuánto podrías ganar invirtiendo solo $100 Empieza a invertir Inscríbete ahora Undo The Sri Lankan Army chief urged cadets to wear their uniforms "not just with pride, but with purpose" as it is "a symbol of their nation's trust and a reminder that they represent something greater than themselves." "Respect isn't granted with a commission; it's earned daily through conduct, character, and choices…True leadership is tested not in peace, but in the chaos of conflict, as I experienced during Sri Lanka's long and difficult internal strife," he said. He called on the young officers to uphold the values of discipline, integrity, loyalty, and honour, describing them as the sacred pillars of military life. "The country's safety, welfare and honour come first, then the honour, safety and welfare of the men you command. Your own safety and comfort comes last," Rodrigo added, calling it a timeless lesson he had learnt at the academy. He urged the officer cadets to "lead from the front and be a source of strength in fear, a beacon in doubt, and hope in despair." "Never forget the men you lead. They will follow you into fire, but only when they know you'll be at the front," he said. He concluded his address with a quote of Field Marshal Sam Manekshaw:"Be truthful, be honest, be fearless and the rest will follow." The Sword of Honour for overall performance, as well as the silver medal, was awarded to Academy Cadet Adjutant Anni Nehra. The gold medal went to Academy Under Officer Ronit Ranjan, while Battalion Under Officer Anurag Verma received the bronze. Among international trainees, Nepal's Nishan Balami earned top honours. The Chief of Army Staff Banner for best overall company was awarded to Keren Company. (With agency inputs) Follow more information on Air India plane crash in Ahmedabad here . Get real-time live updates on rescue operations and check full list of passengers onboard AI 171 .
Yahoo
06-06-2025
- Business
- Yahoo
US Capital Global Facilitates $50MM Financing to Accelerate Charbone Hydrogen's North American Expansion
Global private financial group headquartered in San Francisco advises on construction facility to support Charbone's expansion of modular green hydrogen facilities in North America. About Charbone Hydrogen Corporation, and True Green Capital Management San Francisco, California, USA, June 06, 2025 (GLOBE NEWSWIRE) -- US Capital Global Securities LLC, the SEC-registered broker-dealer division of the global private financial group US Capital Global, is pleased to announce that it has acted as lead advisor and facilitator on a project finance facility of up to $50 million for Charbone Hydrogen Corporation (TSXV: CH; OTCQB: CHHYF; FSE: K47) ('Charbone'). The financing is being provided by a private fund managed by True Green Capital Management LLC ('TGC'). Headquartered in Montreal, Charbone is a rare publicly traded pure-play hydrogen company focused exclusively on the production and distribution of green hydrogen in North America. The company is developing modular production facilities targeting 99.999% purity (Grade 5.0) hydrogen, with all output pre-sold through tier-one offtake agreements. 'We're proud to have served as lead advisor to both Charbone and TGC on this transaction,' said Charles Towle, CEO of US Capital Global Securities. 'Charbone is gaining strong momentum as demand grows for clean hydrogen solutions to decarbonize the energy grid. With key sites in development across North America, we look forward to supporting the company's continued growth. The transaction was led by Lisa Terk, Senior Vice President and a top CleanTech and Renewables banker at our global headquarters.' 'This financing marks an important milestone in executing our long-term growth strategy,' said Benoit Veilleux, CFO of Charbone. 'We are grateful to US Capital Global for their consistent support and expertise throughout this process—from structuring and investor engagement to the successful completion of legal documentation.' Hervé Touati, Managing Director at TGC, added: 'We're pleased to be financing Charbone and look forward to working together on this joint renewable clean energy initiative. We appreciate the diligence and insight of US Capital Global in bringing this opportunity to this stage.' About Charbone Hydrogen Corporation Charbone Hydrogen Corporation is an integrated green hydrogen company developing a North American network of modular production facilities while also leveraging commercial partnerships to distribute hydrogen, helium, and other industrial gases. This dual approach enhances revenue potential, reduces capital intensity, and increases flexibility. Charbone's shares trade on the TSX Venture Exchange (TSXV: CH), OTC Markets (OTCQB: CHHYF), and Frankfurt Stock Exchange (FSE: K47). Learn more at About True Green Capital Management True Green Capital Management LLC ('TGC') is a specialized renewable energy infrastructure fund manager with a focus in distributed power generation in the US and Europe. Since 2011, TGC has financed and managed clean energy assets that generate stable, low-correlated returns. Headquartered in Westport, Connecticut, TGC also maintains an office in London. Learn more at About US Capital Global Founded in 1998, US Capital Global offers a range of advanced financial solutions, including debt, equity, and investment products customized for middle-market enterprises and investors. The firm oversees direct investment funds while delivering comprehensive wealth management and investment banking services, encompassing M&A strategies and capital raising expertise. Among the notable entities within the consortium are US Capital Global Investment Management LLC, US Capital Global Wealth Management LLC, and US Capital Global Securities LLC, an SEC-registered broker-dealer and member of FINRA. To learn more, visit For more information about this transaction, please contact Lisa Terk, Senior Vice President, at or call +1 About Charbone Hydrogen Corporation, and True Green Capital Management CONTACT: Vanessa Guajardo US Capital Global +1 415 889 1010 media@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
06-06-2025
- Business
- Yahoo
US Capital Global Facilitates $50MM Financing to Accelerate Charbone Hydrogen's North American Expansion
Global private financial group headquartered in San Francisco advises on construction facility to support Charbone's expansion of modular green hydrogen facilities in North America. About Charbone Hydrogen Corporation, and True Green Capital Management San Francisco, California, USA, June 06, 2025 (GLOBE NEWSWIRE) -- US Capital Global Securities LLC, the SEC-registered broker-dealer division of the global private financial group US Capital Global, is pleased to announce that it has acted as lead advisor and facilitator on a project finance facility of up to $50 million for Charbone Hydrogen Corporation (TSXV: CH; OTCQB: CHHYF; FSE: K47) ('Charbone'). The financing is being provided by a private fund managed by True Green Capital Management LLC ('TGC'). Headquartered in Montreal, Charbone is a rare publicly traded pure-play hydrogen company focused exclusively on the production and distribution of green hydrogen in North America. The company is developing modular production facilities targeting 99.999% purity (Grade 5.0) hydrogen, with all output pre-sold through tier-one offtake agreements. 'We're proud to have served as lead advisor to both Charbone and TGC on this transaction,' said Charles Towle, CEO of US Capital Global Securities. 'Charbone is gaining strong momentum as demand grows for clean hydrogen solutions to decarbonize the energy grid. With key sites in development across North America, we look forward to supporting the company's continued growth. The transaction was led by Lisa Terk, Senior Vice President and a top CleanTech and Renewables banker at our global headquarters.' 'This financing marks an important milestone in executing our long-term growth strategy,' said Benoit Veilleux, CFO of Charbone. 'We are grateful to US Capital Global for their consistent support and expertise throughout this process—from structuring and investor engagement to the successful completion of legal documentation.' Hervé Touati, Managing Director at TGC, added: 'We're pleased to be financing Charbone and look forward to working together on this joint renewable clean energy initiative. We appreciate the diligence and insight of US Capital Global in bringing this opportunity to this stage.' About Charbone Hydrogen Corporation Charbone Hydrogen Corporation is an integrated green hydrogen company developing a North American network of modular production facilities while also leveraging commercial partnerships to distribute hydrogen, helium, and other industrial gases. This dual approach enhances revenue potential, reduces capital intensity, and increases flexibility. Charbone's shares trade on the TSX Venture Exchange (TSXV: CH), OTC Markets (OTCQB: CHHYF), and Frankfurt Stock Exchange (FSE: K47). Learn more at About True Green Capital Management True Green Capital Management LLC ('TGC') is a specialized renewable energy infrastructure fund manager with a focus in distributed power generation in the US and Europe. Since 2011, TGC has financed and managed clean energy assets that generate stable, low-correlated returns. Headquartered in Westport, Connecticut, TGC also maintains an office in London. Learn more at About US Capital Global Founded in 1998, US Capital Global offers a range of advanced financial solutions, including debt, equity, and investment products customized for middle-market enterprises and investors. The firm oversees direct investment funds while delivering comprehensive wealth management and investment banking services, encompassing M&A strategies and capital raising expertise. Among the notable entities within the consortium are US Capital Global Investment Management LLC, US Capital Global Wealth Management LLC, and US Capital Global Securities LLC, an SEC-registered broker-dealer and member of FINRA. To learn more, visit For more information about this transaction, please contact Lisa Terk, Senior Vice President, at or call +1 About Charbone Hydrogen Corporation, and True Green Capital Management CONTACT: Vanessa Guajardo US Capital Global +1 415 889 1010 media@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Malaysian Reserve
02-06-2025
- Business
- Malaysian Reserve
Visby Management Reiterates Superior Offer to LCL Resources
Total Cash Consideration of AUD $15 Million + 1% NSR Visby Urges Shareholders to Reject Tiger Gold Proposal MEDELLIN, Colombia, June 2, 2025 /PRNewswire/ — Visby Management LLC ('Visby'), an international mine operator with operations in Colombia, would like to reiterate its superior, binding offer to acquire the Colombian assets of Los Cerros Limited (ASX: LCL) ('LCL') and is urging LCL shareholders to vote against the proposed transaction with Tiger Gold Corporation ('TGC') at the AGM on June 9, 2025. Visby also encourages shareholders to communicate their support for Visby's proposal at the upcoming LCL public webinar to be held on June 5, 2025. Visby has submitted multiple binding offers to LCL to acquire the company's Colombian assets. In February 2025, Visby presented LCL with a superior offer and encouraged shareholders to vote against the latest TGC offer so that the company could consider it. Subsequently, 84% of shareholders at the February shareholder meeting voted against the TGC offer. Visby has since approached LCL with multiple offers superior to what TGC has offered but the LCL board has consistently refused to engage in discussions or allow shareholders to evaluate Visby's superior offers. Despite a clear message from shareholders in February, the LCL board is again recommending shareholders vote in favor of TGC at the upcoming June 9, 2025 AGM. In hopes of getting support from understandably disgruntled shareholders, LCL scheduled a webinar for June 5, 2025 to presumably persuade shareholders on the TGC sale option. Upon learning of the webinar, Visby requested the opportunity to present its offer to shareholders in this same forum. The LCL board refused Visby's offer. So that shareholders may make the most informed vote at the upcoming AGM, Visby would like to reiterate the following points: The proposed TGC transaction is an option with only AUD $1m upfront, as LCL has stated on multiple occasions, and there is no guarantee TGC will deliver on the second payment due in eight months. Despite an intentional lack of clarity from LCL's board, the TGC option does require shareholder approval. The TGC agreement may be binding, but only as long as shareholders approve it. With these points in mind, Visby would like to reiterate its binding AUD $15 million offer which includes: Upfront payment of AUD $7.5 million (proof of funds available) AUD $7.5 million on first gold pour 1% NSR Visby is an experienced mine operator which has built successful open pit gold mines in Colombia. Any shareholder who would like to discuss Visby's credentials is welcome to contact us at the email below. Given that approval of the TGC option requires shareholder approval, Visby encourages shareholders to vote in their best interest at the upcoming AGM and reject the TCG proposal so that Visby's superior option is considered. ContactPresidentRoy Ostrom IIIVisby Managementinfo@ Photo:
