Canagold Resources Ltd. Announces Closing of $9.2M Financing

Executive Summary

• Canagold Resources closed a private‑placement financing that raised $9,228,456.50 in gross proceeds.
• The offering consisted of 9,396,570 common shares at $0.45 each and 10,000,000 flow‑through (FT) shares at $0.50 each.
• Insider Sun Valley Investments AG increased its stake to 48.25% of Canagold’s outstanding common shares following the transaction.

Key Details

• Offering Structure:
• Common Shares – 9,396,570 units @ $0.45 per share → $4,228,456.50 gross proceeds.
• FT Shares – 10,000,000 units @ $0.50 per share → $5,000,000 gross proceeds.
• Total Gross Proceeds: $9,228,456.50.
• Use of Proceeds:
• Net proceeds from common shares → working capital, administrative expenses, and project development.
• Net proceeds from FT shares → Canadian exploration expenditures at the New Polaris project (qualifying as flow‑through mining expenditures under the Income Tax Act).
• Regulatory Status: Conditional TSX approval received on Jan 22 2026; final TSX approval pending.
• Holding Period: Shares subject to a four‑month‑plus‑one‑day hold period, expiring June 14 2026.
• Insider Participation: Sun Valley Investments AG purchased 5,000,000 FT shares and 4,698,285 common shares.
• Ownership Impact:
• Pre‑offering Sun Valley held 93,527,817 common shares (48.07% of total).
• Post‑offering Sun Valley holds 103,226,102 common shares (48.25% of total).
• Related Party Transaction: Treated as a “related party transaction” under MI 61‑101; exemption from valuation and minority approval applied because the purchase does not exceed 25% of market capitalization.
• Finder’s Fees: No finder’s fees were paid in connection with the offering.

Notable Quotes

“Catalin Kilofliski, Chief Executive Officer” – signatory of the release (no direct quote provided).