Canagold Arranged and Closed $7.1 M Financing

Canagold completed a $7.1 million private placement, boosting project and exploration funding while increasing insider ownership to just under half.

Rhea-AI Summary

Canagold Resources (CRCUF) closed a private placement financing on September 18, 2026, raising total gross proceeds of $7.1 million.

The Offering comprised 5,319,149 common shares at $0.47 per share and 8,846,154 flow-through shares at $0.52 per share. Net proceeds from common shares will fund working capital, administrative and project development expenses, while flow-through proceeds will be used for eligible Canadian exploration expenditures at the New Polaris project. The Toronto Stock Exchange granted conditional approval on September 8, 2026, and final approval is pending.

Sun Valley Investments AG acquired 6,413,462 flow-through shares and 3,856,383 common shares, increasing its beneficial ownership from 48.25% to 49.75% of Canagold’s outstanding common shares. No finder’s fees were paid, and all issued shares are subject to a hold period expiring January 19, 2027.

Positive

• $7.1 million gross proceeds raised through common and flow-through shares
• Flow-through share proceeds dedicated to eligible exploration at New Polaris
• No finder’s fees paid, reducing transaction-related cash outflows
• Sun Valley participation increases insider alignment to 49.75% ownership

Negative

• Equity financing increases share count by 14,165,303 shares, diluting existing holders
• Insider Sun Valley’s ownership rises from 48.25% to 49.75%, concentrating control

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Vancouver, British Columbia--(Newsfile Corp. - September 18, 2026) - 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.

About Canagold Resources Ltd.

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
Catalin@canagoldresources.com
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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How are the proceeds from the common shares and flow-through shares allocated?

Net proceeds from the common shares will be used for working capital, administrative expenses and project development expenses. Net proceeds from the flow-through shares will be used to incur Canadian exploration expenses that qualify as flow-through mining expenditures, including BC flow-through mining expenditures, at the company’s New Polaris project.

What are the pricing terms and structure of Canagold’s financing?

The Offering consisted of 5,319,149 common shares priced at $0.47 per share and 8,846,154 flow-through shares priced at $0.52 per share, for total gross proceeds of $7,100,000. All securities were issued on a private placement basis.

What regulatory approvals apply to this Offering?

The Toronto Stock Exchange granted conditional approval for the Offering on September 8, 2026, and the company is seeking final approval. Because Sun Valley is an insider, the transaction is a related party transaction under MI 61-101; the company relies on exemptions from the valuation and minority approval requirements since Sun Valley’s purchases represent no more than 25% of its market capitalization.

What are the resale restrictions on the newly issued shares?

The common shares and flow-through shares issued under the Offering are subject to a hold period of four months and one day from the closing date, expiring on January 19, 2027.

How did Sun Valley’s ownership change as a result of the financing?

Before closing, Sun Valley beneficially owned 103,226,102 common shares, or 48.25% of outstanding common shares. After acquiring 6,413,462 flow-through shares and 3,856,383 common shares in the Offering, Sun Valley now beneficially owns 113,495,947 common shares, representing 49.75% of Canagold’s total issued and outstanding common shares.