Mr. Catalin Kilofliski reports

CANAGOLD RESOURCES LTD. ANNOUNCES CLOSING OF $4M FINANCING

Canagold Resources Ltd. has closed a financing consisting of $2-million raised from selling charity flow-through shares and $2-million from regular common shares, for total gross proceeds of $4-million. The company issued 4,651,163 flow-through shares of the company that qualify as flow-through shares for the purposes of the Income Tax Act (Canada) at a price of 43 cents per FT share and 5,128,205 regular common shares at a price of 39 cents per non-flow-through share. A total of 9,779,368 common shares were issued part of the offering.

The gross 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 tax act, and B.C. 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 gross proceeds from the issuance of the NFT shares will be used for working capital purposes.

The company received conditional approval from the Toronto Stock Exchange for the offering on Aug. 7, 2025, and is currently seeking final approval.

No finders' fees were paid in connection with the offering. The FT shares and the NFT 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 Dec. 19, 2025.

Under the offering, Sun Valley Investments AG purchased 1,860,465 FT shares and 2,051,282 NFT shares. Goldlogic Corp., an affiliate of Sun Valley, purchased 465,116 FT shares and 512,821 NFT shares. A third investor purchased the remaining FT shares and NFT shares. Prior to the closing of the offering, Sun Valley beneficially owned 72,139,133 common shares of the company, and Goldlogic owned 16,499,000 common shares of the company, which in the aggregate represent 48.16 per cent of the company's total issued and outstanding common shares. Following the closing of the offering, Sun Valley beneficially owns 76,050,880 common shares, and Goldlogic owns 17,476,937 common shares, representing in the aggregate 48.25 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 Securityholders 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 FT shares and the NFT 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 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.