Mr. Catalin Kilofliski reports

CANAGOLD RESOURCES LTD. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Canagold Resources Ltd. has closed a non-brokered private placement of common shares in the capital of the company at a price of 21 cents per share.

The company issued 21 million shares for aggregate gross proceeds of $4.41-million. The shares issued in connection with the closing of the offering are subject to a statutory hold period for four months plus a day in accordance with applicable securities legislation ending on Dec. 1, 2023.

The net proceeds from the offering will be used for the development of the company's properties and for general administrative and working capital purposes. The company received conditional approval from the Toronto Stock Exchange for the offering on June 19, 2023, and is currently seeking final approval.

Two of the subscribers to the offering are insiders of the company who subscribed for an aggregate of 13.5 million shares. The issuance of shares to these insiders constitutes a related-party transaction as this term is defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). 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 securities do not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

About Canagold Resources Ltd.

Canagold is a growth-oriented gold exploration company focused on advancing the New Polaris project through feasibility and permitting. Canagold is also seeking to expand its asset base through future acquisitions of additional advanced projects. The company has access to a team of technical experts to help unlock significant value for all Canagold shareholders.

We seek Safe Harbor.