Canagold Announces Closing of Fully Subscribed Rights Offering
Canagold Announces Closing of Fully Subscribed Rights Offering
Vancouver, B.C. – December 16, 2022 - Canagold Resources Ltd. (TSX: CCM, OTC -QB: CRCUF, Frankfurt:
CANA) (the “Company” or “ Canagold”), is pleased to announce the Company has closed its previously
announced r ights offering which expired on December 9, 2022 (the “ Rights Offering ”). At closing,
Canagold issued 25,277,221 common shares of the Company (the “Shares”) to rightsholders at a price of
$0.175 per Share for total gross proceeds of $4,423,514 and an additional 20,352,577 Shares to Sun Valley
Investments AG (“Sun Valley”) pursuant to Canagold’s Rights Offering Standby Guaranty Agreement ,
dated October 28, 2022 with Sun Valley.
The Company received subscriptions from existing shareholders for 21,249,413 Shares pursuant to the
basic subscription privilege and 4,027,808 Shares pursuant to the additional subscription privilege ,
representing a 55% subscription rate.
“I’m very pleased with the strength of support that we’ve received from our shareholders in respect of
this rights offering ,” said C atalin Kilofliski, Canagold ’s CEO. “This demonstrates a significant vote of
confidence in Canagold’s new management team, our strategy and the plans we have in place to advance
New Polaris through feasibility and permitting.”
In addition, Canagold has issued 20,352,577 Shares to Sun V alley, which are additional to the Shares
acquired by Sun Valley under its basic subscription privilege and the additional subscription privile ge.
From the gross proceeds to be received from Sun Valley totalling $3,561,701, the Company has deducted
a total of $2,546,336 to pay back and terminate the $2.5M loan provided by Sun Valley in August 2022
plus accrued interest, and a total of $178,085 in fees pursuant to the Guaranty Agreement.
Prior to the rights and standby guarantee exercise, Sun Valley held 22,990,371 shares in the capital of
Canagold, which are equal to 25.19% of the issued and outstanding shares of the Company.
Following the rights and standby guarantee exercise, Sun Valley holds 54,838,133 shares in the capital of
the Company, which are equal to 40.06% of the issued and outstanding shares of Canagold.
The total number of issued and outstanding common s hares of the Company upon complet ion of the
Rights Offering will be 136,889,394.
To the knowledge of Canagold, after reasonable inquiry, directors, officers, employees and insiders of the
Company, excluding Sun Valley , exercised subscription privileges, including subscription privileges
associated with additiona l rights acquired in the market, and purchased approximately 50,000 Shares
under the Rights Offering, representing total subscription proceeds of approxim ately $ 8,750. To the
knowledge of the Company, after reasonable inquiry, no person became a new shareholder holding more
than 10% of the Shares upon closing of the Rights Offering.
The participation in the Rights Offering by certain “related parties” of the Company, namely, directors,
officers and 10% shareholders of Company, constitutes a “related party t ransaction,” as such terms are
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defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company is relying on an exemption from the formal valuation and minority approval
requirements of MI 61-101 as the fair market value of the participation in the Rights Offering and stand-
by commitment by Sun Valley does not exceed 25% of the market capitalization of the Company.
There were no selling fees or commissions paid i n connection with the Rig hts Offering distribution. The
net proceeds of the Rights Offering will be used in the manner disclosed in the rights offering circular of
the Company dated November 4, 2022, a copy of which is available on the Company’s SEDAR prof ile at
www.sedar.com.
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 proje cts. The Company has a ccess to a team of technical
experts to help unlock significant value for all Canagold shareholders.
“Catalin Kilofliski”
Catalin Kilofliski
Chief Executive Officer
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For further information, please contact:
Knox Henderson, VP Corporate Development
Tel: (604) 416-0337; Cell: (604) 551-2360
Toll Free: 1-877-684-9700
Email: [email protected]
Website: www.canagoldresources.com
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX)
accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the United States private
securities litigation reform act of 199 5 and “forward -looking information” within the meaning of
applicable Canadian securities legislation. Statements contained in this news release that are not historical
facts are forward-looking information that involves known and unknown risks and uncertainties. Forward-
looking statements in this news release in clude, but are not limite d to, statements with respect to the
completion of the Rights Offering, future performance of Canagold, use of proceeds from the Rights
Offering and the Company's plans and exploration programs for its mineral properties, including the timing
of such plans and programs. In certain cases, forward -looking statements can be identified by the use of
words such as "plans", "has proven", "expects" or "does not expect", "is expected", "potential", "appears",
"budget", "scheduled", "estimat es", "forecasts", "at lea st", "intends", "anticipates" or "does not
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anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. Such
risks and other factors include, among others risks related to the uncertainties inherent in the estimation
of mineral resou rces; commodity prices; changes in general economic condi tions; market sentiment;
currency exchange rates; the Company's ability to continue as a going con cern; the Company's ability to
raise funds through equity financings; risks inherent in mineral explo ration; risks related to operations in
foreign countries; future prices of metals; failure of equipment or processes to operate as anticipated;
accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental
approvals; go vernment regulation of mining operations; environmental r isks; title disputes or c laims;
limitations on insurance coverage and the timing and possible outc ome of litigation. Although the
Company has attempted to identify important factors that could affect the Company and may cause actual
actions, events or resu lts to differ materially from those described in forward -looking statements, there
may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward -looking statements will pr ove to be accurate, as ac tual results
and future events could differ materially from those anticip ated in such statements. Accordingly, do not
place undue reliance on forward-looking statements. All statements are made as of the date of this news
release and the Company is under no obligation to update or alter any forward-looking statements except
as required under applicable securities laws.