Further to its news release of December 18, 2024, Canadian Gold Resources Ltd. (TSX-V: CAN) is pleased to announce it has closed a non-brokered private placement of flow through and non-flow through units for total gross proceeds of $2,345,000. The Company sold:

1. 7,418,333 flow-through units at $0.30 per FT Unit, for gross proceeds of $2,225,500; and
2. 478,000 non flow-through units at $0.25 per NFT Unit for gross proceeds of $119,500.

Each FT Unit is comprised of one flow-through share in the capital of the Company and one-half of a common share purchase warrant. Each whole FT Warrant entitles the holder to acquire one common share in the capital of the Company at a price of $0.40 per share for a period of 24 months from the date of issuance.

Each NFT Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each NFT Warrant entitles the holder to acquire one common share in the capital of the Company at a price of $0.35 per share for a period of 24 months from the date of issuance.

The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec) with respect to purchasers in Quebec.

Proceeds from this Offering will be used by the Company primarily for bulk sampling and exploration at the Company’s Lac Arsenault property and other high-grade gold projects in the Gaspé Gold Belt of Quebec and general working capital. Proceeds from the sale of FT Units will only be used to incur eligible “Canadian exploration expenses” in Quebec that qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada).

In connection with the Offering, the Company has paid $159,275 cash finder’s fees and issued 533,821 finder’s warrants to eligible arm’s length parties. 512,821 Finder’s Warrants entitle the holder to acquire one common share in the capital of the Company at a price of $0.30 per Common Share while 21,000 Finder’s Warrants entitle the holder to acquire one common share in the capital of the Company at a price of $0.25 per Common Share, all for a period of 24 months from the date of issuance.

All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance. Closing of the Offering is subject to final acceptance by the TSX Venture Exchange.

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.

About Canadian Gold Resource Ltd.

Canadian Gold Resources Ltd. is a Canadian exploration company focused on developing high-grade gold projects in the Gaspé Gold Belt of Quebec. The Company targets under-explored, past-producing properties with significant growth potential, leveraging modern exploration techniques to unlock value. With a team of experienced professionals and a commitment to sustainability and community engagement, Canadian Gold Resources is well-positioned to capitalize on opportunities within this historic and promising gold region.