Mr. Catalin Kilofliski reports

CANAGOLD RESOURCES LTD. ANNOUNCES CLOSING OF $4.1M CHARITY FLOW THROUGH FINANCING

Canagold Resources Ltd. has closed a charity flow-through financing with Sun Valley Investments AG. The company issued 15.7 million common shares of the company that qualify as flow-through shares for the purposes of the Income Tax Act (Canada) at a price of 26.25 cents per flow-through share for total gross proceeds of $4,121,500.

The company intends to use the proceeds for exploration activities at the company's New Polaris project.

The company received conditional approval from the Toronto Stock Exchange for the offering on March 26, 2024, and is currently seeking final approval.

No finders' fees were paid in connection with the offering. The flow-through shares were issued on the private placement and are subject to a hold period of four months and one day following the closing date of the offering, expiring on July 29, 2024.

Prior to the closing of the offering, Sun Valley beneficially owned 63,338,133 common shares, representing 43.28 per cent of the company's total issued and outstanding common shares. Following the closing of the offering, Sun Valley beneficially owns 84,038,133 common shares, representing 48.41 per cent 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 Security Holders in Special Transactions. The company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the offering, as the flow-through shares 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 grow its assets 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.