Canagold Resources Ltd. (TSX: CCM) (OTCQB:CRCUF) (FRA: CANA) is pleased to announce it has closed a charity flow-through financing with Sun Valley Investments AG. The Company issued 15,700,000 common shares of the Company that qualify as flow-through shares for the purposes of the Income Tax Act (Canada) at a price of $0.2625 per FT Share for total gross proceeds of $4,121,500.

The Company intends to use the proceeds for exploration activities at the Company’s New Polaris project.

The Company received conditional approval from the Toronto Stock Exchange for the Offering on March 26, 2024 and is currently seeking final approval.

No finder fees were paid in connection with the Offering. The FT Shares were issued on the private placement and are subject to a hold period of four months and one day following the closing date of the Offering, expiring on July 29, 2024.

Prior to the closing of the Offering, Sun Valley beneficially owned 63,338,133 common shares representing 43.28% of the Company’s total issued and outstanding common shares. Following the closing of the Offering, Sun Valley beneficially owns 84,038,133 common shares representing 48.41% of the Company’s total issued and outstanding common shares.

As Sun Valley is an insider of the Company, the Offering is a “related party transaction” as this term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the FT Shares do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

About Canagold

Canagold Resources Ltd. is a growth-oriented gold exploration company focused on advancing the New Polaris Project through feasibility and permitting. Canagold is also seeking to grow its assets base through future acquisitions of additional advanced projects. The Company has access to a team of technical experts to help unlock significant value for all Canagold shareholders.