Canagold raises $7.1M in private placement

Canagold Resources Ltd. (CRCUF) completed a private placement financing of 5,319,149 common shares at $0.47 and 8,846,154 flow-through shares at $0.52, raising $7,100,000 in gross proceeds.

Rhea-AI Filing Summary

Canagold Resources Ltd. (CRCUF) completed a private placement financing of 5,319,149 common shares at $0.47 and 8,846,154 flow-through shares at $0.52, raising $7,100,000 in gross proceeds. The common share proceeds are earmarked for working capital, administrative costs and project development, while the flow-through proceeds will fund eligible Canadian exploration expenses at the New Polaris project.

The Toronto Stock Exchange granted conditional approval for the financing on September 8, 2026, and final approval is being sought. A four-month-and-one-day hold period applies, expiring January 19, 2027. Major shareholder Sun Valley Investments AG increased its beneficial ownership from 48.25% to 49.75% of Canagold’s outstanding common shares through participation in the offering.

Filing Explained

Although the financing closed, Sun Valley’s insider participation makes it a related-party transaction, and Canagold is relying on exemptions from valuation and minority-holder approval requirements for that participation.

Key Figures

Common shares issued: 5,319,149 shares at $0.47 Flow-through shares issued: 8,846,154 shares at $0.52 Gross proceeds: $7,100,000 +5 more

8 metrics

Common shares issued 5,319,149 shares at $0.47 Common shares sold in the private placement financing

Flow-through shares issued 8,846,154 shares at $0.52 Flow-through shares sold in the private placement financing

Gross proceeds $7,100,000 Total gross proceeds from the September 2026 offering

Sun Valley FT shares purchased 6,413,462 shares Flow-through shares purchased by Sun Valley Investments AG in the offering

Sun Valley common shares purchased 3,856,383 shares Common shares purchased by Sun Valley Investments AG in the offering

Sun Valley ownership before offering 48.25% 103,226,102 common shares beneficially owned before closing

Sun Valley ownership after offering 49.75% 113,495,947 common shares beneficially owned after closing

Hold period expiry January 19, 2027 End of four-month-and-one-day hold period on shares issued in the offering

Key Terms

flow-through shares, Canadian exploration expenses, flow-through mining expenditures, BC flow-through mining expenditures, +2 more

6 terms

flow-through shares financial

"8,846,154 Common Shares that qualify as flow-through shares for the purposes"

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

Canadian exploration expenses financial

"used to incur "Canadian exploration expenses" as such term is defined"

Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.

flow-through mining expenditures financial

"will qualify as "flow-through mining expenditures" as defined in subsection"

Flow-through mining expenditures are exploration or development costs that a mining company legally transfers to its investors so those investors can claim the tax deductions instead of the company. Think of it like a company handing investors a coupon that lowers their tax bill in exchange for up-front funding; this makes it easier for miners to raise money for exploration and can affect investor returns, company cash needs, and the attractiveness of the company’s stock.

BC flow-through mining expenditures financial

"and "BC flow-through mining expenditures" as defined in subsection"

related party transaction regulatory

"the Offering is a "related party transaction" as this term is defined"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"as this term is defined in Multilateral Instrument 61-101 - Protection"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

FAQ

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

What financing did Canagold Resources Ltd. (CRCUF) complete in September 2026?

Canagold completed a private placement of 5,319,149 common shares at $0.47 and 8,846,154 flow-through shares at $0.52, raising total gross proceeds of $7,100,000. The financing supports corporate needs and exploration at the New Polaris project.

How will Canagold (CRCUF) use the $7.1 million of gross proceeds?

Net proceeds from common shares will fund working capital, administrative expenses and project development. Net proceeds from flow-through shares will be used for eligible Canadian exploration expenses at the New Polaris project, qualifying as flow-through mining expenditures under Canadian and British Columbia tax law.

What is the impact of the offering on Sun Valley’s ownership in Canagold (CRCUF)?

Sun Valley Investments AG bought 6,413,462 flow-through shares and 3,856,383 common shares. Its beneficial ownership increased from 48.25% (103,226,102 shares) to 49.75% (113,495,947 shares) of Canagold’s total issued and outstanding common shares.

What are the key terms of the flow-through shares issued by Canagold (CRCUF)?

Canagold issued 8,846,154 flow-through shares at $0.52 each. The proceeds will be used to incur expenses qualifying as Canadian exploration expenses and flow-through mining expenditures, and as BC flow-through mining expenditures, at the New Polaris project.

What regulatory approvals and restrictions apply to Canagold’s (CRCUF) September 2026 financing?

The Toronto Stock Exchange granted conditional approval for the offering on September 8, 2026, with final approval being sought. All common and flow-through shares issued are subject to a four-month-and-one-day hold period, expiring on January 19, 2027.

Why is Canagold’s (CRCUF) offering considered a related party transaction?

Because insider Sun Valley Investments AG participated, the offering is a “related party transaction” under Multilateral Instrument 61-101. Canagold relied on exemptions from the valuation and minority approval requirements since Sun Valley’s purchased securities represent less than 25% of the company’s market capitalization.

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

Form 6-K: How Foreign Companies Report to the SEC →

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

Add on Google Not now

Available on EDGAR 09/22/2026 - 05:20 PM Accepted by SEC EDGAR 09/22/2026 - 05:20 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 000-18860

CANAGOLD RESOURCES LTD.
(Translation of registrant's name into English)

#1250 - 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

SUBMITTED HEREWITH

Exhibits

Exhibit 99.1  Press Release dated September 18, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CANAGOLD RESOURCES LTD.
	(Registrant)
Date: September 22, 2026	By:	/s/ Catalin Kilofliski
		Catalin Kilofliski
	Title:	Chief Executive Officer

Canagold Arranged and Closed $7.1 M Financing

Vancouver, B.C. - September 18, 2026 - Canagold Resources Ltd. (TSX: CCM, OTC-QB: CRCUF, Frankfurt: 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

This news release contains "forward-looking statements" within the meaning of the United States private securities litigation reform act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Statements contained in this news release that are not historical facts are forward-looking information that involves known and unknown risks and uncertainties. Forward-looking statements in this news release include, but are not limited to, statements with respect to the use of proceeds of the Offering, future performance of Canagold, and the Company's plans and exploration programs for its mineral properties, including the timing of such plans and programs. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "has proven", "expects" or "does not expect", "is expected", "potential", "appears", "budget", "scheduled", "estimates", "forecasts", "at least", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved".

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, do not place undue reliance on forward-looking statements. All statements are made as of the date of this news release and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 8.6 KB