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, BC / ACCESSWIRE / October 28, 2021 / Canagold Resources Ltd. (TSX:CCM)(OTCQB:CRCUF)(FSE: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.