Mr. Ronald Goguen reports

CANADIAN GOLD RESOURCES ANNOUNCES FILING OF NEW LIFE FINANCING DOCUMENT; WILL ALSO CONDUCT SEPARATE NON-BROKERED PLACEMENT OF FLOW-THROUGH UNITS TO ACCREDITED INVESTORS; AMENDMENTS TO CORPORATE PRESENTATION

Canadian Gold Resources Ltd. has filed a listed issuer financing document for a non-brokered listed issuer financing. Following consultations with the Autorite des Marches Financiers, the company has determined that the original listed issuer financing exemption financing announced on Oct. 23, 2025, along with the amended LIFE financing announced on Dec. 8, 2025, has expired under the provisions of Part 5A of National Instrument 45-106, and, as such, the offering documents filed in relation thereto are no longer valid.

Under the LIFE offering, the company proposes to sell up to seven million units at a price of 15 cents per NFT unit for proceeds of $1.05-million and up to 4.2 million flow-through units at a price of 18 cents per FT unit for proceeds of up to $756,000 for total gross proceeds of $1,806,000.

Each NFT unit will be composed of one common share and one common share purchase warrant of Canadian Gold. Each FT unit will be composed of one flow-though common share and one-half of a warrant.

The warrant terms are as follows: commencing on the 62nd day after issuance, each whole warrant will entitle the holder to acquire one common share of the company at a price of 22 cents per common share for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the common shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the common shares may trade at the applicable time) exceed 45 cents for 10 consecutive trading days at any time, the company may accelerate the warrant term such that the warrants shall expire on the date which is 30 business days following the date a press release is issued by the company announcing the reduced warrant term. The restrictive exercise period on the warrants has been imposed to ensure that the LIFE offering complies with certain dilution restrictions under the listed issuer financing exemption.

Upon closing of the LIFE offering, the common share component of the NFT and FT units will be free trading in Canada. Any common shares issued upon exercise of an NFT or FT warrant after the restrictive period expires will be free trading in Canada.

Subject to certain adjustments for president's list purchasers, qualified finders are entitled, on the closing date, to a cash commission equal to 8 per cent of the gross proceeds of the LIFE offering and will receive finders' warrants equal to 8 per cent of the number of the NFT units and the FT units issued pursuant to the LIFE offering. Each finder's warrant entitles the holder thereof to purchase one common share at a price of: (a) 15 cents per common share for NFT units sold; and (b) at a price of 18 cents for FT units sold for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the common shares trade on the TSX-V (or any such other stock exchange in Canada as the common shares may trade at the applicable time) exceed 45 cents for 10 consecutive trading days at any time following the date that is four months and one day after the date of issuance, the company may accelerate the finder's warrant term such that the finders' warrants shall expire on the date which is 30 business days following the date a press release is issued by the company announcing the reduced warrant term. The finders' warrants are subject to a hold period of four months and one day after the date of issuance.

The NFT units and the FT units will be offered for sale in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The company has filed a Form 45-106F19 with the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Quebec.

The offering document related to the LIFE offering can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

Non-brokered private placement

Due to exceptionally strong investor interest in flow-through securities, the company will also be conducting a concurrent, non-brokered private placement of up to 7.2 million flow-through units at a price of 18 cents per FT placement unit for gross proceeds of up to $1,296,000. The FT placement units will be sold to accredited and other qualified investors in Canada under appropriate exemptions in National Instrument 45-106 (Prospectus Exemptions).

Each FT placement unit will be composed of one flow-through common share and one-half of a common share purchase warrant, each whole warrant entitling the holder to acquire one non-flow-through common share at a price of 22 cents per common share for a period of 36 months from the date of issuance provided, however, that, should the closing price at which the common shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the common shares may trade at the applicable time) exceed 45 cents for 10 consecutive trading days at any time, the company may accelerate the warrant term such that the warrants shall expire on the date which is 30 business days following the date a press release is issued by the company announcing the reduced warrant term. All securities issued pursuant to FT placement offering will be subject to a hold period of four months plus a day from the date of issuance.

Subject to certain adjustments for president's list purchasers, qualified finders will be entitled to a cash commission equal to 8 per cent of the gross proceeds of the FT placement offering and will receive finders' warrants equal to 8 per cent of the number of FT placement units sold. Each finder's warrant entitles the holder thereof to purchase one common share at a price of 18 cents for a period of 36 months from the date of issuance, provided, however, that, should the closing price at which the common shares trade on the TSX-V (or any such other stock exchange in Canada as the common shares may trade at the applicable time) exceed 45 cents for 10 consecutive trading days at any time following the date that is four months and one day after the date of issuance, the company may accelerate the finder's warrant term such that the finders' warrants shall expire on the date which is 30 business days following the date a press release is issued by the company announcing the reduced warrant term. The finders' warrants are subject to a hold period of four months and one day after the date of issuance.

Research Capital Corp. will act as exclusive finder and sole booker runner to assist with both the LIFE offering and the FT placement offering.

The FT placement offering and a tranche of FT units under the LIFE offering are expected to close on or before Dec. 31, 2025, with a final tranche of NFT units under the LIFE offering expected to close on or before Jan. 31, 2026. Both the FT placement offering and the LIFE offering are subject to regulatory approvals and customary closing conditions, including listing of the common shares on the TSX Venture Exchange.

The gross proceeds from the sale of the NFT units, the FT units and the FT placement units will be used for exploration and drilling on the Lac Arsenault project, the Robidoux project and the VG Boulder project as well as working capital. The gross proceeds received by the company from the sale of the FT units and the FT placement units will be used to incur eligible Canadian exploration expenses (as defined under the Income Tax Act) that qualify as flow-through mining expenditures related to the company's Quebec mining properties on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the purchasers of the FT units and FT placement units, effective Dec. 31, 2025. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2025, for each FT units and FT placement units purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT units and the FT placement units, the company will indemnify each FT unit and FT placement unit purchaser for the additional taxes payable by such purchaser as a result of the company's failure to renounce the qualifying expenditures as agreed.

Amendments to corporate presentation

The company also wishes to announce that, in conjunction with the LIFE offering and the FT placement offering, it has made certain amendments to its corporate presentation on its portfolio of properties. The amended presentation may be found on the company's website. These amendments include the deletion of certain projections which are more appropriately presented under a geological report prepared in accordance with National Instrument 43-101 and certain deficient property images.

About Canadian Gold Resources Ltd.

Canadian Gold Resources is a junior exploration company advancing three high-grade gold properties totalling approximately 16,000 hectares in Quebec's Gaspe Peninsula. The company's strategy is to unlock the potential of historically explored assets through modern exploration and development, supported by a management team with a proven record in discovery and project advancement.

Qualified person statement

The scientific and technical information in this news release has been reviewed and approved by Mark Smethurst, PGeo, director of Canadian Gold, a qualified person under National Instrument 43-101.

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