Canadian Gold Resources Announces Non-Brokered LIFE Offering

Moncton, May 22, 2026 - Canadian Gold Resources Ltd. (TSXV: CAN) (the "Company" or "Canadian Gold") is pleased to announce that it intends to complete a non-brokered private placement offering pursuant to the "listed issuer financing exemption" (the "LIFE Offering") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (such exemption, 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 (each, a "Unit") at a price of $0.10 per Unit (the "Offering Price") for gross proceeds of up to $1,087,500. Each Unit will consist of: (i) one common share of the Company (each, a "Common Share") and (ii) one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Share at a price of $0.18 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 TSXV, 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 January 2 and 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 TSXV.

There is an offering document related to this LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.cdngold.com. 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 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 (the "Closing Date"). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV.

The Company has engaged Research Capital Corporation (the "Finder") 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% 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 (4) month hold at closing of the Offering; and (iii) non-transferable Unit purchase warrants ("Finder's Warrants") equal to up to 8.0% 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 $0.10 per Unit for 36 months from the date of issuance.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Canadian Gold Resources Ltd.

Canadian Gold Resources Ltd. (TSXV: CAN) is a junior exploration company advancing three high- grade gold properties totaling ~16,000 hectares in Québec's Gaspé 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 track 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, P.Geo., Director of Canadian Gold and a Qualified Person under NI 43-101.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Canadian Gold trades on the TSX Venture Exchange under the ticker "CAN" and has 54,868,876 Common Shares outstanding.

Forward-Looking Statements Disclaimer

Certain information in this release may constitute forward-looking statements under applicable securities laws. These statements are based on assumptions and involve risks and uncertainties. Actual results may differ materially. Readers should not place undue reliance on forward-looking statements.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298659