Mr. Kenneth Chernin reports
CANADIAN GOLD RESOURCES ANNOUNCES NON-BROKERED LIFE OFFERING
Canadian Gold Resources Ltd. intends to complete a non-brokered private placement offering pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption.
The company intends to complete the LIFE offering through the issuance of up to 10,875,000 units of the company at a price of 10 cents per unit for gross proceeds of up to $1,087,500. Each unit will consist of: (i) one common share of the company; and (ii) one common share purchase warrant, with each warrant entitling the holder thereof to acquire one share at a price of 18 cents per common share for a period of 36 months after issuance.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the units sold pursuant to the LIFE offering will be offered in all provinces and territories of Canada pursuant to the listed issuer financing exemption and certain offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. Subject to the rules and policies of the TSX Venture Exchange, the common shares issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. As the company completed a financing less than 12 months ago (see the company's new release dated Jan. 2, 2026, and Jan. 30, 2026), all warrants in this LIFE offering will be restricted from being exercised for a period of 61 days after closing to ensure compliance with the dilution restriction in Section 5A.2(h) of the LIFE exemption in National Policy 45-106. Any common shares issued upon exercise of a LIFE warrant after the restrictive period expires will be free trading in Canada. Insiders and certain consultants that participate in the LIFE offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the TSX-V.
There is an offering document related to this LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The net proceeds from the LIFE offering will be used for exploration and drilling on the Lac Arsenault project, the Robidoux project and VG Boulder project, as well as for working capital.
It is expected that closing of the offering will take place on or about June 30, 2026, or such other date(s) as may be determined by the company. Closing of the offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX-V.
The company has engaged Research Capital Corp. as exclusive finder and sole booker runner to assist with the offering. As consideration for services provided by the finder, the company may pay: (i) a cash fee equal to up to 8.0 per cent of the gross proceeds of the offering from investors introduced to the company by the finder; (ii) an additional cash advisory fee of $22,500 plus applicable taxes in cash and issue 125,000 common shares of the company with a four-month hold at closing of the offering; and (iii) non-transferable unit purchase warrants equal to up to 8.0 per cent of the aggregate number of units issued to those investors. Each finder's warrant will entitle the holder to purchase one unit at a price of 10 cents per unit for 36 months from the date of issuance.
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 and a qualified person under NI 43-101.
Canadian Gold trades on the TSX Venture Exchange under the ticker CAN and has 54,868,876 common shares outstanding.
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