Canadian Gold Resources Announces $256,000 Flow-Through Private Placement to Advance Robidoux Property Exploration

Flow-Through Share Offering and Financing Details

Canadian Gold Resources has structured this private placement as a flow-through share offering pursuant to subsection 66(15) of the Canadian Income Tax Act. The company will issue 3,200,000 flow-through common shares at a fixed price of $0.08 each, generating total gross proceeds of $256,000. Flow-through shares enable investors to claim tax deductions related to eligible resource exploration expenses, making them a preferred financing mechanism for junior exploration firms operating in Canada.

The placement is non-brokered and involves a single arm's length accredited investor, allowing the company to manage the transaction directly without intermediaries. This approach typically lowers financing costs and ensures funding certainty, as the investor is pre-identified and committed.

Finder's Compensation and Warrant Terms

Canadian Gold Resources will compensate an eligible arm's length party (the "Finder") with both cash and equity incentives in connection with the flow-through placement. The finder will receive $17,920 in cash as a transaction fee for facilitating the capital raise.

Additionally, 224,000 non-transferable finder's warrants will be issued to the finder. Each warrant grants the right to purchase one non-flow-through common share at an exercise price of $0.08 per warrant, exercisable over 24 months from issuance. The non-transferable condition restricts secondary market trading, ensuring the warrants remain with the facilitating party.

Exploration Plans and Work Program at Robidoux Property

Proceeds from this flow-through financing will be dedicated to advancing exploration at Canadian Gold Resources' Robidoux Property in Québec. The company plans to conduct geological mapping, prospecting, and surface sampling to systematically assess the property's mineral potential. These foundational exploration activities aim to identify drill-ready targets and prioritize areas for further investigation.

Management highlights Robidoux's significant exploration potential, developing it alongside the flagship Lac Arsenault Property as part of a broader strategy in Québec's Gaspé region. Permit applications for the initial drill program at Robidoux are underway, reflecting management's confidence and intent to progress to more capital-intensive subsurface testing pending regulatory approvals.

Regulatory Approvals and Closing Conditions

The private placement is subject to obtaining all required regulatory approvals, notably acceptance from the TSX Venture Exchange. As a listed entity, Canadian Gold Resources must secure formal exchange approval before issuing securities and receiving capital.

All securities issued will be subject to a statutory hold period of four months and one day from issuance, complying with Canadian securities regulations. This restriction prevents immediate resale and is standard for public company private placements. Closing is contingent on customary conditions typical of such financings, safeguarding interests of both the company and investor.

Allocation of Proceeds and Canadian Exploration Expense Compliance

Funds raised through the flow-through shares will be exclusively used for eligible resource exploration expenses classified as "Canadian exploration expenses" under the Canadian Income Tax Act. This ensures investors can claim related tax deductions only if the expenditures are bona fide exploration activities conducted within Canada.

Eligible expenses include geological and geophysical surveys, prospecting, mapping, sampling, and drilling aimed at identifying economically viable mineral deposits. The planned work at Robidoux—geological mapping, prospecting, surface sampling, and permit preparation for drilling—aligns with these criteria, reinforcing the tax-efficient nature of the financing.

Company Portfolio and Gaspé Region Exploration Focus

Canadian Gold Resources is a junior exploration company holding three high-grade gold properties totaling approximately 18,000 hectares in Québec's Gaspé Peninsula. The company’s strategy focuses on unlocking value in historically explored assets through modern exploration and development techniques, supported by a management team with proven expertise in mineral discovery and project advancement. This portfolio approach enables simultaneous evaluation of multiple assets and capital allocation to those with the highest near-term potential.

The Gaspé Peninsula has historically been a key area for gold exploration in Canada. The Lac Arsenault Property serves as the company’s flagship project. By advancing both Lac Arsenault and Robidoux concurrently, management diversifies exploration risk while maintaining operational focus within a well-understood geographic region with established infrastructure and permitting pathways.

Share Capital Structure and Market Positioning

Trading on the TSX Venture Exchange under the ticker CAN, Canadian Gold Resources has 54,868,876 common shares outstanding as of the announcement date. The flow-through private placement represents a capital-efficient method to fund exploration while providing tax advantages to investors. The issuance of 3.2 million new flow-through shares will increase the share count, although the exact post-financing total was not disclosed.

The $0.08 per share pricing reflects current market conditions and investor appetite. Finder's warrants exercisable at the same price offer the finder potential upside if the share price rises above $0.08 during the 24-month exercise period.

Compliance with U.S. Securities Laws and Distribution Restrictions

The company confirms that none of the securities offered have been or will be registered under the U.S. Securities Act of 1933, and no securities were offered or sold in the U.S. without applicable exemptions. This standard disclosure ensures compliance with U.S. securities regulations.

The release includes a disclaimer that it does not constitute an offer to sell or solicitation to buy securities in any jurisdiction where such actions would be unlawful. This language is typical for Canadian junior mining financings and emphasizes the offering’s restriction to Canadian investors and other authorized jurisdictions.

Qualified Person Review and Technical Validation

The scientific and technical information in the announcement has been reviewed and approved by Martin Aucoin, P.Geo., a Qualified Person under National Instrument 43-101 (NI 43-101). Aucoin serves as a geological consultant to the company and is a non-independent Qualified Person, indicating a professional relationship beyond technical review.

Qualified Person involvement is required under Canadian securities regulations for public companies disclosing mineral resource and exploration information. Although non-independent, Aucoin’s geological credentials provide technical oversight to enhance the credibility and accuracy of exploration statements.