Canagold Closes Oversubscribed Flow-Through Financing for CAD$5.3 Million
51286362.3
Canagold Closes Oversubscribed Flow-Through Financing for CAD$5.3 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Vancouver, Canada – October 28 , 202 1 – Canagold Resources Ltd. (TSX: CCM, OTC -QB:CRCUF,
Frankfurt: CANA) (“Canagold” or the “Company”) is pleased to announce that it has closed an oversubscribed
brokered private placement (the “Offering”) with Red Cloud Securities Inc. (“Red Cloud” or the “Agent”), acting
as sole agent and bookrunner, for gross proceeds of CAD$5.3 million. The Offering was previously announced
by Canagold in a press release dated September 24, 2021 for gross proceeds of CAD$5 million . Pursuant to the
Offering, the Company issued 10.6 million “ flow-through shares”, within the meaning of the Income Tax Act
(Canada) (the “Tax Act”) (each, a “FT Share”), at a price of CAD$0.50 per FT Share.
Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in
subsection 66.1(6) of the Tax Act and "flow-through mining expenditures" as defined in subsection 127(9) of the
Tax Act ("Qualifying Expenditures"). Such proceeds will be renounced to the subscribers with an effective date
not later than December 31, 2021 , in the aggregate amount of not less than the total amount of gross proceeds
raised from the issue of FT Shares. Proceeds from the Offering will be used for to fund eligible exploration
expenditures of the Company’s New Polaris gold project in north-western British Columbia.
In connection with the Offering, the Company paid to the Agent an aggregate cash commission of approximately
CAD$253,555. The Company also issued an aggregate of 638,510 broker warrants (the “Broker Warrants”).
Each Broker Warrant is exercisable to acquire one non flow-through common share of the Company at an exercise
price of CAD$0.75 at any time on or before that date which is 24 months after the closing date of the Offering.
The securities issued in the Offering are subject to a four -month plus one day hold period ending on March 1,
2022, in accordance with applicable securities laws and the policies of the Toronto Stock Exchange (the
“Exchange”). The Offering is subject to the final acceptance of the Exchange.
"Scott Eldridge”
Scott Eldridge, Chief Executive Officer
CANAGOLD RESOURCES LTD.
About Canagold - Canagold Resources Ltd. is a growth -oriented gold exploration company focused on
generating superior shareholder returns by discovering, exploring and developing strategic gold deposits in North
America. Canagold shares trade on the TSX: CCM and the OTCQB: CRCUF.
2
51286362.3
For More 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
Cautionary Statement 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 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 include, but are not limited to, statements with respect to the potential gross
proceeds of the Offering, the timing of closing and the potential use of proceeds from the Offering. 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", "ap pears", "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".
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 regulatory approvals; 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 ability to continue as a going concern; the Company's ability
to raise funds 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 and other risks of the mining industry; delays in obtai ning 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 impo rtant
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 intended. 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
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.