Canagold Announces Filing of a Rights Offering Circular
CANAGOLD ANNOUNCES FILING OF A RIGHTS OFFERING CIRCULAR
November 7, 2022, Vancouver, B.C. – Canagold Resources Ltd. (“Canagold” or the “ Company”) (TSX:
CCM; OTC-QB: CRCUF; Frankfurt: CANA ) announces t hat it has filed a rights offering circular (the
“Circular”) and a rights offering notice (the “ Notice”) with respect to Canagold’s offering of rights (the
“Rights Offering”) to holders of common shares (“ Common Shares”) of record as of the close of market
on November 10, 2022 (the “Record Date”).
Pursuant to the Rights Offering, holder s of Common Shares (“ Shareholders”) o n the Record Date will
receive one (1) right (a “Right”) for each one (1) Common Share held. Each two (2) Rights will entitle the
holder to subscribe for one Common Share of upon payment of a subscription price of $ 0.175 per
Common Share. Canagold expects to raise $7,985,215 under the Rights Offering.
Sun Valley Investments AG (“Sun Valley”), an “insider” and “related party” (as such terms are defined
under applicable securities laws) of t he Company and the Company’s largest shareholder, has advised
the Company that it intends to exercise, subject to relevant restrictions, all of its basic subscription
privileges. The Company has also entered into a standby guaranty agreement with Sun Valle y, pursuant
to which Sun Valley has agreed to purchase all of the Common Shares issuable under the Rights Offering
which remain unsubscribed under the basic subscription privilege and the additional subscription
privilege (the “Standby Guaranty”). In August 2022, the Company obtained a bridge loan of $2,500,000
(the “Bridge Loan”) from Sun Valley as an advance payment for the Standby Guaranty. The Bridge Loan
is unsecured, bearing interest at the rate of 5.5% per annum, is payable upon the earlier of (i) th e
completion of the Rights Offering, (ii) 12 months after the date of the Bridge Loan agreement and (iii)
the termination of the Standby Guaranty.
The Rights will trade on the Toronto Stock Exchange under the symbol “C CM.RT” commencing on
November 9, 2022 and will trade until 12:00 p.m. ( Eastern time) on December 9, 2 022. The rights will
expire at 2:00 p.m. (Pacific time) on December 9, 2022 (the “Expiry Time”), after which time unexercised
Rights will be void and of no value. Shareho lders who fully exercis e their R ights under t he basic
subscription privilege will be entitled to subscribe for additional Common Shares, if available as a result
of unexercised R ights prior to the Expiry Time, subject to certain limitations as set out in the C ircular.
The Company expects to close the Rights Offering on or about December 13, 2022, but in any event no
later than December 30, 2022.
The Rights will be offered to Shareholders resident in (i) all provinces and territories of Canada except
Quebec, (ii) each state of th e United States (exclu ding Arizona, Arkansas, California, Minnesota, Oh io,
Utah and Wisconsin), and (iii) in all jurisdictions outside Canada and the United States excluding any
jurisdiction that does not provide a prospectus exemption substantially simila r to the exemption
provided in Canada or that otherwise requires obtain ing any approvals of a regulatory authority in such
jurisdiction or the filing of any document by the Company in such jurisdiction in connection with th e
Rights Offering (collectively, the “Eligible Jurisdictions”).
Full details of the Rights Offering are set out in the Circular and the Notice, which are available on the
Company’s profile on SEDAR at www.sedar.com or can be downloaded from the Company website. The
Notice and accompanying Rights direct registration st atements (the “ Rights DRS ”) will be mailed to
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registered Shareholders in the Eligible Jurisdictions as of the Record Date. To subscribe for Common
Shares, registered Shareholders must mail the completed Rights DRS, together with appli cable funds, to
the Rights depositary and subscription agent, Computers hare Investor Services, Inc., prior to the Expiry
Time. Shareholders who hold their Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and instructions from their intermediary.
The proceeds of the Rights Offering are expected to be used to repay the Bridge Loan, to advance the
Company’s properties and for working capital purposes.
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 o f additional advanced projects. Canagold has a ccess to a team of tec hnical
experts that can help unlock significant value for all Canagold shareholders.
On behalf of the Board of Directors
“Catalin Kilofliski”
Catalin Kilofliski
Chief Executive Officer
For further information please contact:
Knox Henderson, VP Corporate Development
Toll Free: 1-877-684-9700; Tel: (604) 604-416-0337; Cell: (604) 551-2360
Email: [email protected]
Website: www.canagoldresources.com
Neither the Toronto Stock Exchange nor its Regulati on Services Provider (as that term is defined in the
policies of the T oronto Stock Exchange) 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 1995 and “forward -looking information” within the meaning of
applicable Canadian securit ies legislation. Statements contained in this news release that are not
historical facts are forward -looking informat ion that involves known and unknown risks and
uncertainties. Forward -looking statements in this news release include, but are not limited t o,
statements with respect to the completion of the Rights Offering, future performance of Canagold, 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 o f words
such as "plans ", "has proven", "expects" or "does not expect", "is expected", "potential", "appears",
"budget", "scheduled", "estimates", "forecasts", "at least", "intends", "anticipates" or "does not
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".
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Forward-looking statements involve known and unkno wn risks, uncertainties and other factors whic h
may cause the actual results, performance or achievements of the Comp any 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 resources; commodity prices; changes in general economic conditions;
market sentiment; currency exchange rates; the Company's abili ty to continue as a going concern; the
Company's ability to raise fu nds through equity financings; risks inherent in mineral exploration; risks
related to operations in foreign countries; future prices of metals; failure of equipment or processes to
operate as anticipated; accidents, labor disputes an d other risks of the m ining industry; delays in
obtaining governmental approvals; government regulation of mining operations; environmental risks;
title disputes or claims; limitations on insurance coverage and the timing and possible outcome of
litigation. Although the Company has attempted to identify important factors that could affect the
Company and may cause actual actions, events or results 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 inten ded. There can be no assurance that forward -looking statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated in
such stat ements. Accordingly, d o not place undue reliance on forward -looking sta tements. 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.