Canagold Resources Ltd. (“Canagold” or the
“Company”) (TSX: CCM; OTC-QB: CRCUF; Frankfurt: CANA)
announces that it has filed a rights offering circular (the
“Circular”) and a rights offering notice (the
“Notice”) with respect to Canagold’s offering of rights (the
“Rights Offering”) to holders of common shares (“Common
Shares”) of record as of the close of market on November 10,
2022 (the “Record Date”).
Pursuant to the Rights Offering, holders of Common Shares
(“Shareholders”) on the Record Date will receive one (1)
right (a “Right”) for each one (1) Common Share held. Each
two (2) Rights will entitle the holder to subscribe for one Common
Share of upon payment of a subscription price of $0.175 per Common
Share. Canagold expects to raise $7,985,215 under the Rights
Offering.
Sun Valley Investments AG (“Sun Valley”), an “insider”
and “related party” (as such terms are defined under applicable
securities laws) of the Company and the Company’s largest
shareholder, has advised the Company that it intends to exercise,
subject to relevant restrictions, all of its basic subscription
privileges. The Company has also entered into a standby guaranty
agreement with Sun Valley, pursuant to which Sun Valley has agreed
to purchase all of the Common Shares issuable under the Rights
Offering which remain unsubscribed under the basic subscription
privilege and the additional subscription privilege (the
“Standby Guaranty”). In August 2022, the Company obtained a
bridge loan of $2,500,000 (the “Bridge Loan”) from Sun
Valley as an advance payment for the Standby Guaranty. The Bridge
Loan is unsecured, bearing interest at the rate of 5.5% per annum,
is payable upon the earlier of (i) the completion of the Rights
Offering, (ii) 12 months after the date of the Bridge Loan
agreement and (iii) the termination of the Standby Guaranty.
The Rights will trade on the Toronto Stock Exchange under the
symbol “CCM.RT” commencing on November 9, 2022 and will trade until
12:00 p.m. (Eastern time) on December 9, 2022. The rights will
expire at 2:00 p.m. (Pacific time) on December 9, 2022 (the
“Expiry Time”), after which time unexercised Rights will be
void and of no value. Shareholders who fully exercise their Rights
under the basic subscription privilege will be entitled to
subscribe for additional Common Shares, if available as a result of
unexercised Rights prior to the Expiry Time, subject to certain
limitations as set out in the Circular. The Company expects to
close the Rights Offering on or about December 13, 2022, but in any
event no later than December 30, 2022.
The Rights will be offered to Shareholders resident in (i) all
provinces and territories of Canada except Quebec, (ii) each state
of the United States (excluding Arizona, Arkansas, California,
Minnesota, Ohio, Utah and Wisconsin), and (iii) in all
jurisdictions outside Canada and the United States excluding any
jurisdiction that does not provide a prospectus exemption
substantially similar to the exemption provided in Canada or that
otherwise requires obtaining any approvals of a regulatory
authority in such jurisdiction or the filing of any document by the
Company in such jurisdiction in connection with the Rights Offering
(collectively, the “Eligible Jurisdictions”).
Full details of the Rights Offering are set out in the Circular
and the Notice, which are available on the Company’s profile on
SEDAR at www.sedar.com or can be downloaded from the Company
website. The Notice and accompanying Rights direct registration
statements (the “Rights DRS”) will be mailed to registered
Shareholders in the Eligible Jurisdictions as of the Record Date.
To subscribe for Common Shares, registered Shareholders must mail
the completed Rights DRS, together with applicable funds, to the
Rights depositary and subscription agent, Computershare Investor
Services, Inc., prior to the Expiry Time. Shareholders who hold
their Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
The proceeds of the Rights Offering are expected to be used to
repay the Bridge Loan, to advance the Company’s properties and for
working capital purposes.
About Canagold
Canagold Resources Ltd. 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. Canagold has access to a team of technical experts that
can help unlock significant value for all Canagold
shareholders.
On behalf of the Board of Directors
“Catalin Kilofliski”
Catalin Kilofliski Chief Executive Officer
Neither the Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Toronto
Stock Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Note 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
completion of the Rights Offering, future performance of Canagold,
and the Company's plans and exploration programs for its mineral
properties, including the timing of such plans and programs. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221107005918/en/
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
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