Canagold Resources Ltd. — Capital/Financing Update 2025

Mar 11, 2025

Form 51–102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Canagold Resources Ltd. (the “Company”)
1250 - 625 Howe Street
Vancouver, BC V6C 2T6

Item 2. Date of Material Change
March 4, 2025

Item 3. News Release
A News Release dated March 4, 2025 was disseminated and filed on SEDAR+ on March 4, 2025.

Item 4. Summary of Material Change
The Company has closed a charity flow-through financing. The Company issued 9,200,000 common shares of the Company (each a “FT Share”) that qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the “ITA”) at a price of $0.35 per FT Share for total gross proceeds of $3,220,000 (the “Offering”).

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
The Company has closed a charity flow-through financing. The Company issued 9,200,000 FT Shares at a price of $0.35 per FT Share for total gross proceeds of $3,220,000.

The gross proceeds from the issuance of FT Shares will be used to incur "Canadian exploration expenses" as such term is defined under subsection 66.1(6) of the ITA and will qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the ITA, and "BC flow-through mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) at the Company’s New Polaris project.

The Company received conditional approval from the Toronto Stock Exchange (the “TSX”) for the Offering on February 24, 2025 and is currently seeking final approval.

No finder fees were paid in connection with the Offering. The FT Shares were issued on the private placement and are subject to a hold period of four months and one day following the closing date of the Offering, expiring on July 5, 2025.

Under the Offering, Sun Valley Investments AG (“Sun Valley”) purchased 3,680,000 common shares. Goldlogic Corp., an affiliate of Sun Valley, purchased 920,000 common shares, with a third investor purchasing the remaining common shares. Prior to the closing of the Offering, Sun Valley beneficially owned 68,459,133 common shares and Goldlogic Corp. owned 15,579,000 common shares, which in the aggregate represents

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48.16% of the Company’s total issued and outstanding common shares. Following the closing of the Offering, Sun Valley beneficially owns 72,139,133 common shares and Goldlogic Corp. owns 16,499,000 common shares, representing in the aggregate 48.25% of the Company’s total issued and outstanding common shares.

As Sun Valley is an insider of the Company, the Offering is a “related party transaction” as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the FT Shares do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Catalin Kilofliski, Chief Executive Officer
Telephone: 604 685-9700.

Item 9. Date of Report

DATED at Vancouver, BC, this 11th day of March, 2025

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