Exhibit 99.1
Canagold
Announces Non Brokered Flow-Through Private Placement for up to
CAD$2.0 Million
NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – December 22, 2021
– Canagold Resources Ltd. (TSX: CCM, OTC-QB:CRCUF, Frankfurt:
CANA) (“Canagold” or the
“Company”) is
pleased to announce a non brokered private placement financing for
up to four million flow through shares within the meaning of the
Income Tax Act (Canada) (each, a “FT Share”) at a price of CAD$0.50
per FT share for gross proceeds of up to CAD$2
million.
The Offering is
expected to close in two tranches, the first of which is scheduled
to close on or about December 30, 2021 and the second is scheduled
to close on or around January 18, 2022 in each case subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the Toronto Stock
Exchange. The FT Shares will have a hold period of four months and
one day from the respective closing date.
Proceeds from the
sale of FT Shares will be used to incur "Canadian exploration
expenses" as defined in subsection 66.1(6) of the Income Tax Act
and "flow through mining expenditures" as defined in subsection
127(9) of the Income Tax Act ("Qualifying Expenditures"). Proceeds from
the December, 2021 tranche will be renounced to the subscribers
with an effective date not later than December 31, 2021 and
proceeds from the January 2022 tranche will be renounced to
subscribers with an effective date not later than December 31,
2022, in each case in the aggregate amount of not less than the
total amount of gross proceeds raised from such issue of FT Shares.
Proceeds from the Offering will be used for to fund eligible
exploration expenditures of the Company’s New Polaris gold
project in north-western British Columbia.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Offered Securities, nor shall
there be any sale of the Offered Securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. The Offered Securities being offered will not
be, and have not been, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of, a
U.S. person.
About Canagold - Canagold Resources Ltd.
is a growth-oriented gold exploration company focused on generating
superior shareholder returns by discovering, exploring and
developing strategic gold deposits in North America. Canagold
shares trade on the TSX: CCM and the OTCQB: CRCUF.
For More Information - Please contact:
Knox Henderson, VP Corporate Development
Toll Free:
1-877-684-9700 Tel: (604) 604-416-0337 Cell: (604)
551-2360
Email:
knox@canagoldresources.com Website:
www.canagoldresources.com
Cautionary
Statement 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 potential gross proceeds of the
offering, the timing of closing and the potential use of proceeds
from the offering . 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. Such risks
and other factors include, among others risks related to the
uncertainties inherent in the estimation of mineral resources;
commodity prices; changes in general economic conditions; market
sentiment; currency exchange rates; the Company's ability to
continue as a going concern; the Company's ability to raise funds
through equity financings; risks inherent in mineral exploration;
risks related to operations in foreign countries; future prices of
metals; failure of equipment or processes to operate as
anticipated; accidents, labor disputes and other risks of the
mining industry; delays in obtaining governmental approvals;
government regulation of mining operations; environmental risks;
title disputes or claims; limitations on insurance coverage and the
timing and possible outcome of litigation. Although the Company has
attempted to identify important factors that could affect the
Company and may cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. 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.