Canagold Announces Results of Special General Meeting of Shareholders, Closing of $1.5M in Charity Flow Through Financing

Vancouver, B.C. – October 20, 2022 - Canagold Resources Ltd. (TSX: CCM, OTC-QB: CRCUF, Frankfurt: CANA) (“Canagold” or the “Company”) wishes to announce that at its Special General Meeting (“SGM”) of shareholders held on October 17, 2022, the resolution to create a new control person (20% holder) of the Company (the “Resolution”) was approved by disinterested shareholders.   At the SGM, a total of 17,387,730 common shares were voted, representing 20.09% of the Company's issued and outstanding common shares as at the record date of June 6, 2022.

The results of the SGM votes are as follows:

As a result of the approval of the Resolution, Sun Valley Investments AG (“Sun Valley”), or any of its affiliates, may exercise or convert any convertible securities of the Company or make further acquisitions of securities of the Company, which would cause Sun Valley to beneficially own more than 20% of the issued and outstanding common shares of the Company. 

Disinterested shareholder approval of the Resolution was obtained in accordance with the rules of the Toronto Stock Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).   

A total of 16,790,371 common shares of the Company held by Sun Valley prior to the SGM and any person acting in concert with Sun Valley were excluded from the calculation of the vote to approve the Resolution.

Charity Flow-Through Financing Closing

The Company also wishes to announce that it has arranged and closed the previously announced $1.5 million charity flow-through private placement (the “Offering”) with Sun Valley. The Company has issued a total of 4,700,000 common shares of the Company (the “FT Shares”) that qualify as charity flow-through shares for the purposes of the Income Tax Act (Canada) at a price of $0.32 per FT Share for total gross proceeds of $1,504,000.

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

Prior to the closing of the Offering, Sun Valley beneficially owned 16,790,371 common shares representing 19.40% of the Company’s total issued and outstanding common shares. Following the closing of the Offering, Sun Valley beneficially owns 21,490,371 common shares representing 23.55% of the Company’s total issued and outstanding common shares.

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 February 20, 2023.

As Sun Valley is an insider of the Company, the Offering is a “related party transaction” and is subject to the requirements of MI 61-101. The Company relied on an exemption from the valuation requirement under MI 61-101. The minority approval requirement under MI 61-101 was satisfied by the passing of the Resolution.

The issuance of the FT Shares is subject to receiving final approval from TSX.

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 that can help unlock significant value for all Canagold shareholders. 

“Catalin Kilofliski”

Catalin KilofliskiChief Executive Officer

Disclaimer

The information contained or referenced herein is for information purposes only in order to provide the views of Sun Valley and the matters which Sun Valley believes to be of concern to shareholders described herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Sun Valley, whose opinions may change at any time and which are based on analyses of Sun Valley and its advisors.

Contacts

Sun Valley:

Daniel Henao

Partner / VP Business Development

Phone: 6042607046

Email: dhenao@sunvalleyinv.com