Up to a 1.5% NSR and share payments
Operator
TooGood Gold Corp https://toogoodgoldcorp.com/
Project Overview and History
The Table Mountain project consists of 184 lode claims located forty-five kilometres north of the town of Pioche within the Oligo-Miocene Indian Peak Caldera complex in eastern Nevada. The claims are located on ground managed by the BLM with rough road access.
The property is focused on a four by two-kilometre alteration cell composed of kaolinite and weakly crystalline illite consistent with the high levels of epithermal systems. The alteration cell is notable for the absence of historical work including drilling, prospect pits and legacy claim posts.
The property is cut by widespread veining with vein widths locally exceeding three metres and returning anomalous precious metal values of up to 2.62 g/t gold and 49.7 g/t silver. The multiple outcropping veins display textures including crustiform-colloform fine-grained quartz and coarse silica after platy calcite typical of low-sulphidation epithermal veins.
Transaction Summary
In March 2026, Orogen announced an LOI with TooGood Gold. Under the terms of the LOI, Toogood will have an exclusive 45-day period to conduct due diligence and execute a definitive option agreement (the “Option Agreement”) whereby Toogood can acquire a 100% interest in Table Mountain by issuing 16,683,430 Toogood shares to the Alliance Partners as follows:
- 1,000,000 shares within three days of signing the definitive agreement (the “Effective Date”);
- 3,500,000 shares within six months of the Effective Date;
- 5,500,000 shares within one year of the Effective Date; and
- 6,683,430 shares within two years of the Effective Date.
Based on the market price of Toogood’s shares as of February 27, 2026, the aggregate market value of the share consideration is $2.25 million.
Upon completion of the Option Agreement, Toogood will grant a 3% net smelter return (“NSR”) royalty to the Alliance Partners subject to the following buydown provisions:
- 0.5% NSR royalty buydown for US$5.0 million up to the fourth anniversary of the exercise of the Option Agreement; and
- 0.5% NSR royalty buydown for US$15 million for up to 120 days after the completion of a National Instrument 43-101 Prefeasibility Study.
Pursuant to the terms of a generative alliance between Altius and Orogen (previously announced September 12, 2022), proceeds from the Option Agreement and royalty grant will be split evenly between the Alliance Partners whereby each party will receive 8,341,715 shares and a 1.5% NSR royalty upon completion on the Option Agreement.