Canagold Resources Ltd. Announces Closing of $4M Financing
LEGAL_46115996.2
Canagold Resources Ltd. Announces Closing of $4M Financing
Vancouver, B.C. – August 18, 2025 - Canagold Resources Ltd. (TSX: CCM, OTC-QB: CRCUF, Frankfurt:
CANA) (the " Company" or " Canagold"), is pleased to announce it has closed a financing consisting of
$2,000,000 raised from selling charity flow-through shares and $2,000,000 from regular common shares,
for total gross proceeds of $4,000,000 (the “Offering”). The Company issued 4,651,163 flow-through
shares of the Company (each a “ FT Share”) that qualify as flow-through shares for the purposes of the
Income Tax Act (Canada) at a price of $0.43 per FT Share and 5,128,205 regular common shares (each an
“NFT Share”) at a price of $0.39 per NFT Share. A total of 9,779,368 common shares were issued part of
the Offering.
The gross proceeds from the issuance of FT Shares will be used to incur "Canadian exploration expenses"
as such term is defined under subsection 66.1(6) of the Income Tax Act (Canada) (the “Tax Act”) and will
qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act, and "BC
flow-through mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British
Columbia) at the Company’s New Polaris project. The gross proceeds from the issuance of the NFT Shares
will be used for working capital purposes.
The Company received conditional approval from the Toronto Stock Exchange (the “TSX”) for the Offering
on August 7, 2025 and is currently seeking final approval.
No finder‘s fees were paid in connection with the Offering. The FT Shares and the NFT Shares were issued
on a private placement basis and are subject to a hold period of four months and one day following the
closing date of the Offering, expiring on December 19, 2025.
Under the Offering, Sun Valley Investments AG (“ Sun Valley ”) purchased 1,860,465 FT Shares and
2,051,282 NFT Shares. Goldlogic Corp., an affiliate of Sun Valley, purchased 465,116 FT Shares and 512,821
NFT Shares. A third investor purchased the remaining FT Shares and NFT Shares. Prior to the closing of the
Offering, Sun Valley beneficially owned 72,139,133 common shares of the Company and Goldlogic Corp.
owned 16,499,000 common shares of the Company, which in the aggregate represents 48.16% of the
Company’s total issued and outstanding common shares. Following the closing of the Offering, Sun Valley
beneficially owns 76,050,880 common shares and Goldlogic Corp. owns 17,476,937 common shares,
representing in the aggregate 48.25% 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
(“MI 61-101 ”). 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 and the NFT 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.
"Catalin Kilofliski"
Catalin Kilofliski
Chief Executive Officer
For further information, please contact:
Catalin Kilofliski, Chief Executive Officer
CANAGOLD RESOURCES LTD
Tel: (604)-685-9700
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 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 use
of proceeds of the Offering, final approval of the TSX for the 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 of 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".
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.
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.