Canagold Arranged and Closed $7.1 M Financing

Canagold Resources Ltd. (TSX: CCM) (OTCQB: CRCUF) (FSE: CANA) (the " Company " or " Canagold ") is pleased to announce it has arranged and closed an offering consisting of: (i) 5,319,149 common shares in the capital of the Company (" Common Shares ") at a price of $0.47 per Common Share, and (ii) 8,846,154 Common Shares that qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the " FT Shares ") at a price of $0.52 per FT Share, for total gross proceeds of $7,100,000 (the " Offering "). The net proceeds from the issuance of Common Shares will be used for working capital, administrative expenses and project development expenses. The net 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) and will qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada), 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 Company received conditional approval from the Toronto Stock Exchange (the " TSX ") for the Offering on September 8, 2026 and is currently seeking final approval. No finder's fees were paid in connection with the Offering. The Common Shares and FT 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 January 19, 2027. Under the Offering, Sun Valley Investments AG (" Sun Valley "), purchased 6,413,462 FT Shares and 3,856,383 Common Shares. Prior to the closing of the Offering, Sun Valley beneficially owned 103,226,102 Common Shares, which in the aggregate represents 48.25% of the Company's total issued and outstanding common shares. Following the closing of the Offering, Sun Valley beneficially owns 113,495,947 Common Shares, representing in the aggregate 49.75% 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 Common Shares purchased by Sun Valley in the aggregate do not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

Canagold Resources Ltd. is an advanced development company focused on advancing the New Polaris Gold-Antimony Project in northwestern British Columbia through permitting and toward production. The Company completed a Feasibility Study for New Polaris in 2025 and continues to advance the project through environmental assessment, permitting, technical studies and stakeholder engagement. Canagold's objective is to responsibly develop New Polaris into a significant gold and antimony operation while creating long-term value for shareholders and meaningful benefits for Indigenous Nations and local communities. " Catalin Kilofliski " Catalin Kilofliski Chief Executive Officer For further information, please contact: Catalin Kilofliski, Chief Executive Officer CANAGOLD RESOURCES LTD [email protected] 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 To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315073 So...