Canagold Resources Ltd. Announces Closing of Private Placement

Vancouver, B.C. – Canagold Resources Ltd. (TSX: CCM, OTC-QB: CRCUF, Frankfurt: CANA) (the "Company" or "Canagold"), is pleased to announce it has closed a non-brokered private placement (the “Offering”) of common shares in the capital of the Company (the “Shares”) at a price of $0.21 per Share.

The Company issued  21,000,000 Shares for aggregate gross proceeds of $4,410,000. The Shares issued in connection with the closing of the Offering are subject to a statutory hold period for four months plus a day in accordance with applicable securities legislation ending on December 1, 2023.

The net proceeds from the Offering will be used for the development of the Company’s properties and for general administrative and working capital purposes. The Company received conditional approval from the Toronto Stock Exchange (the “TSX”) for the Offering on June 19, 2023, and is currently seeking final approval.

Two of the subscribers to the Offering are insiders of the Company who subscribed for an aggregate of 13,500,000 Shares. The issuance of Shares to these insiders constitutes 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 securities do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

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