Proposed RTO Transaction With Canadian Gold Resources Ltd.

MONTREAL, June 3, 2024 /CNW/ - AMSECO EXPLORATION LTD. (TSXV: AEL.H) ("Amseco"), a mineral exploration company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is pleased to announce that further to its press release dated December 19, 2023 it has entered into a share exchange agreement with Canadian Gold Resources Ltd. ("Canadian Gold") and the shareholders of Canadian Gold (the "Canadian Gold Shareholders"), dated May 31, 2024 (the "Agreement") in respect of a proposed share acquisition of Canadian Gold (the "Transaction"). It is anticipated that the Proposed Transaction will constitute a "Reverse Takeover" of Amseco in accordance with Policy 5.2 – Changes of Business and Reverse Takeovers of the Exchange and is considered an arm's length transaction. All currency references herein are in Canadian currency unless otherwise specified.

About Canadian Gold

Canadian Gold is a private company existing under the laws of Canada with gold projects in the Gaspé gold belt in the Province of Québec. Immediately prior to closing of the Transaction, Canadian Gold shall have 20,000,000 common shares (the "Canadian Gold Shares") outstanding, excluding any securities issued pursuant to the Concurrent Financing (as defined herein).

Canadian Gold's material asset consists of its 100% interest in three gold exploration projects: (i) the Lac Arsenault property; (ii) the VG Boulder Property, and (iii) the Robidoux property (collectively, the "Properties") along the Grand Pabos Fault on the Gaspe Peninsula of Quebec. Gold mineralization in the region is known to be hosted by structures related to the Grand Pabos Fault, a major regional structure that can be traced across the entire Gaspe Peninsula and into Newfoundland where major gold discoveries have been made recently. Canadian Gold holds the Robidoux property (1,940 hectares), the VG Boulder property (5,787 hectares), and the Lac Arsenault property (4,118 hectares. The Properties combine to cover 34km along the Grand Pabos Fault system, gold is associated with major structural systems such as strike-slip faults, breccia zones, and swarm structures.

Canadian Gold considers only the Lac Arsenault property to be material in accordance with National Instrument 43-101 – Standard of Disclosure for Mineral Projects ("NI 43-101"). Subject to confirmation from the Exchange, concurrent with the completion of the Transaction and the listing of common shares of the resulting entity (the "Resulting Issuer") on the Exchange, the Resulting Issuer will file a technical report in accordance with NI 43-101 for the Lac Arsenault property.

The Properties are located in the province of Québec, Gaspé Peninsula, southwest of Gaspé Municipality accessible by logging road approximately twenty-five kilometers north of the village of Paspebiac. They are situated in a sequence of Palaeozoic (Era) metasedimentary rocks, located near the eastern end of the Aroostook-Matapedia Anticlinorium a major structural unit of the Appalachians that extends from Matapedia to Percé in Quebec. Mineralization occurs within the Honorat Group rocks, is vein type, characterized by brittle deformation and occurs in competent Ordovician (Period) Honorat Group sandstones and greywackes.

Lac Arsenault

In 1946 Walter Baker, a prospector, discovered boulders containing gold, silver and the sulphides sphalerite, galena, arsenopyrite and pyrite. This property was explored by Imperial & Esso Minerals in the mid 1970's who identified 40,000 tonnes at 15.43 g/t Au, 197.00 g/t Ag, 6.6% Pb, and 3.5% Zn in three veins exposed on surface (Baker vein, Mersereau vein, and L4W vein) (this estimate is historical and has not been verified – it is not NI 43-101 compliant –additional work is required to confirm this estimate). Historic assays of up to 1.4 oz Au/ton and 25 oz Ag/ton have been recorded. Base metal ranges from traces up to 15 percent combined Pb-Zn. Best results include 32.83 g/t Au over 0.27 m at the Baker vein. Best results from the southern part of the L4W vein include 13.5 g/t Au over 0.75m. Best results at the Mersereau vein include 39.7 g/t Au on surface. In 1986 an exploration program discovered a new Au bearing zone, Marleau vein, with an assay of 0.36 oz Au/t over 5.2 feet. The Lac Arsenault property has 93 historic drill holes totaling 7269.41m.

Summary of Financial Information

The following table presents selected financial information on the financial condition and results of operations of Canadian Gold. Such information is derived from the audited financial statements of Canadian Gold for the period of incorporation (January 22, 2023) to the year ended December 31, 2023. The interim financial statements of Canadian Gold for the three-month period ended March 31, 2024 are currently being generated and will be provided in a subsequent press release, once available. The information provided herein should be read in conjunction with Canadian Gold's financial statements, which will be contained in the filing statement to be filed on SEDAR+ in connection with the Transaction.

For further information regarding Canadian Gold, please contact Ron Goguen, President and CEO, at 506-866-4545 or rongoguen@cdngold.com.

Summary of the Proposed Transaction

Pursuant to the Agreement, in consideration for the acquisition of all the issued and outstanding common shares in the capital of Canadian Gold (the "Canadian Gold Shares"), the Company will issue 20,000,000 common shares in the capital of the Company (the "Amseco Shares") on a post-Consolidated (as defined herein) basis, at a deemed price of $0.25 per Amseco Share. The Transaction will result in the reverse takeover of Amseco by Canadian Gold. As of the date of the Agreement, Canadian Gold currently has 20,000,000 Canadian Gold Shares outstanding and nil securities convertible into Canadian Gold Shares.

The post-Consolidation Amseco Shares to be issued pursuant to the Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to "Principals" (as defined under the Corporate Finance Manual of the Exchange), which will subject to the escrow requirements of the Exchange. Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange, with Canadian Gold as its primary operating subsidiary.

Consolidation

Prior to the closing of the Transaction, Amseco will consolidate its outstanding Amseco Shares on the basis of one (1) post-consolidation Amseco Share for each 5 pre-consolidation Amseco Shares (the "Consolidation"), such that, prior to closing of the Transaction, Amseco will have approximately 2,922,854 Amseco Shares issued and outstanding on a non-diluted basis.

Name Change

It is anticipated that the Resulting Issuer will continue the business of Canadian Gold and is to be renamed "Canadian Gold Resources Ltd." or such other name as determined by Canadian Gold (the "Name Change"). The business of the Resulting Issuer will be primarily focussed on the exploration of the Property.

Conditions

The completion of the Transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature, including, among other things: (i) Canadian Gold delivering a NI 43-101 compliant technical report for the Lac Arsenault property that is acceptable to the Exchange and Amseco; (ii) the delivery of audited, unaudited and pro forma financial statements of each party that are compliant with Exchange policies; (iii) no material adverse changes occurring in respect of either Amseco or Canadian Gold; (iv) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange subject only to customary conditions of closing; (v) if required by the Exchange, delivery of a sponsor report and an independent valuation satisfactory to the Exchange; (vi) the Consolidation, Name Change and any other corporate changes requested by Canadian Gold, acting reasonably, shall have been implemented; and (vii) completion of the Concurrent Financing (as defined herein); (viii) completion of satisfactory due diligence by each party. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Concurrent Financing

In connection with the Transaction, Canadian Gold will complete a concurrent non-brokered private placement of subscription receipts ("Subscription Receipts") at a price of $0.25 per Subscription Receipt, for minimum gross proceeds of at least $1,450,000 up to a maximum of $1,700,000 (i.e., a minimum issuance of 5,800,000 Subscription Receipts up to a maximum issuance of 6,800,000 Subscription Receipts), or such other amounts as the parties agree in order for the Resulting Issuer to meet the Exchange's listing requirements (the "Concurrent Financing"). Each Subscription Receipt shall automatically convert, for no additional consideration, upon the satisfaction of escrow release conditions – including but not limited to the completion of the Transaction - into one post-Consolidation Amseco Share.

Finder's fees may be paid in connection with the Concurrent Financing within the maximum amount permitted by the policies of the Exchange.

The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Transaction and the Concurrent Financing, (ii) the exploration and other expenses relating to the Lac Arsenault property, and (iii) the working capital requirements of the Resulting Issuer.

Summary of Proposed Directors and Officers of the Resulting Issuer

In conjunction with and upon closing of the Transaction, the board of directors of the Resulting Issuer are expected to consist of the following five directors: Ronald (Ron) Goguen, Ken Booth, Mark Smethurst, Roger Bourgault, and Ian McGavney. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The first officers of the Resulting Issuer are expected to be Ron Goguen (Executive Chairman and President), Camilla Cormier (Chief Financial Officer and Corporate Secretary), and such other officers as determined by Canadian Gold.

Biographies of the proposed directors and officers of the Resulting Issuer are provided below:

Ron Goguen, Chairman and Chief Executive Officer

Mr. Goguen purchased his first exploration drilling company, Ideal Drilling, in 1980. In 1981, he added a second exploration drilling company. Those companies were combined to become Major Drilling Group International Inc., a publicly traded company that has traded on the TSX-V since March 1995. He served as President and Chief Executive officer until 2000 and during this time was a key driving force in building Major Drilling into one of the largest mineral drilling service companies in the world (33 operations in 15 countries). Since leaving Major Drilling in 2000, Mr. Goguen was chairman and co-founder of Beaver Brook Antimony Mine Inc., which is the largest antimony mine outside China. He was a member of the board of directors of Northeast Bank of 20 years (1990 to 2010). During 1995, he was named Atlantic Canada's Entrepreneur of the year as presented by Government General of Canada.

Camilla Cormier, Chief Financial Officer and Corporate Secretary

Ms. Cormier CA, CPA has over thirty years' experience in accounting and finance including fifteen years in senior financial positions with public companies including Silver Spruce Resources Inc. and prior to then, as the Controller of Sparta Manufacturing Inc.

Ken Booth, Director

Mr. Booth holds a B.Sc. degree in Geology and an MBA. He began his career as a geologist for companies such as Falconbridge, Anaconda and Minnova. Subsequently, Mr. Booth embarked on a career in investment banking and since 1998 has been the chief executive officer of several public companies and is currently a director of two additional public exploration companies.

Mark Smethurst, Director, Technical Manager, and Geologist Consultant

Mr. Smethurst has over 25 years of experience in the mining and exploration industry, with a special focus on vetting and identifying prospect mineral properties and developing mineral resources. He obtained a master of science degree in geophysics from the University of Windsor in 1998 and is a Professional Geoscientist. From 2004-2013, Mr. Smethurst was employed in several roles ranging from Project Geologist to Vice President – Development and Exploration and was responsible for, among other things, authoring technical reports, performing property assessments and acquisitions, locating mineralization, establishing drill programs, and conducting drilling. Since 2014, Mr. Smethurst has been employed as an acquisition and valuation analyst in mining and metal where he has provided opinions, property valuations, reviewing production and growth opportunities of economically viable deposits, and drafting reports on economic mineral valuation assessments. From October 2018 to January 2021, Mark served as an independent director of Tocvan Ventures Corp., a CSE-listed issuer, and also served as its chief operating officer from December 2019 to January 2021.

Roger Bourgault, Director

Mr. Bourgault served as Chairman at Amseco Exploration Ltd. and obtained an undergraduate degree from the University of Québec in 1986.

Ian McGavney, Director

Mr. McGavney is the president and chief executive officer of Colibri Resources Corp. and founder and former president of Skype Capital Corporation and Northern Lorena Resources. He has over 20 years of experience in junior resource business development, company operations, finance, and marketing.

Sponsorship of Transaction

Sponsorship of the Transaction may be required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange. Canadian Gold has not yet engaged a sponsor in connection with the Transaction. Canadian Gold intends to apply for a waiver from the Exchange's sponsorship requirement. Additional information on sponsorship arrangements will be provided once available.

Other Information relating to the Transaction

The Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.

No finder's fees are expected to be payable in connection with the Transaction.

In accordance with Exchange Policy 5.2, shareholder approval from shareholders of Amseco will not be required, as the Transaction exhibits the following characteristics: (i) the Proposed Transaction is not a related party transaction (and no other circumstances exist which may compromise the independence of Amseco or other interested parties); (ii) Amseco does not have active operations; (iii) Amseco is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the Transaction; and (iv) there is no requirement to obtain shareholder approval of the Transaction (or any element thereof) under any applicable corporate or securities laws.

In accordance with the policies of the Exchange, Trading in the Amseco Shares has been halted as a result of this announcement. and will not resume trading until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.

Additional information concerning the Transaction, Amseco, Canadian Gold and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by Amseco in connection with the Transaction and which will be available in due course under Amseco's SEDAR profile at www.sedar.com.

About Amseco Exploration Ltd.

Amseco is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties.

For further information regarding Amseco and the Proposed Transaction, please contact Jean Desmarais, Chief Executive Officer of Amseco, at jeandesmarais@mac.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF AMSECO EXPLORATION LTD.

Jean Desmarais, Director and CEO
jeandesmarais@mac.com
1-514-898-5326

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

Qualified Person

Mark T. Smethurst, P.Geo., a director of Canadian Gold. is a qualified person as defined by NI 43-101 and has reviewed and approved the contents and technical disclosures in this press release. Neither Mr. Desmarais nor the Company has verified the technical information in this press release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Amseco should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to Amseco and Canadian Gold was supplied by the parties, respectively, for inclusion herein, and Amseco and its respective directors and officers have relied on Canadian Gold for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. 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 state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. "United States" and "U.S. Person" are as defined in Regulation S under the U.S. Securities Act.

Forward Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction and the timing thereof, the proposed business of the Resulting Issuer, degree to which historical results are reflective of actual mineral resources, the completion of the proposed Concurrent Financing and the use of proceeds therefrom, the completion a NI 43-101 technical report for the Lac Arsenault property, the proposed directors and officers of the Resulting Issuer, obtaining regulatory approvals for the Transaction, the completion of the Consolidation, the completion of the Name Change, completion of satisfactory due diligence, Exchange sponsorship requirements and intended application for exemption therefrom, shareholder and regulatory approvals, and future press releases and disclosure.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Amseco and Canadian Gold may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of Amseco and Canadian Gold believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of Amseco and Canadian Gold disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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

SOURCE AMSECO EXPLORATION LTD.

Jean Desmarais, Director and CEO, jeandesmarais@mac.com, 1-514-898-5326

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Canadian Gold Resources Ltd. Announces Receipt of Drill Permits for Maiden 36-Hole, 3,000-Metre Diamond Drill Program at Lac Arsenault

October 27, 2025

Dieppe, N.B. – October 27, 2025 – Canadian Gold Resources Ltd. (TSXV: CAN) (“Canadian Gold” or the “Company”) is pleased to announce that it has received the required permits to commence drilling at its 100%-owned Lac Arsenault Gold Project, located in the Gaspé Peninsula, Québec. The maiden drill program, expected to commence on or around November 17, 2025, will consist of a minimum of 36 drill holes totaling approximately 3,000 metres. The objectives of the program include: Establishing a modern, NI 43-101-compliant database of assay and QA/QC results to validate and advance the historical resource model at the Baker Vien and Mersereau Vein. Historical drilling outlined near-surface gold mineralization but pre-dates current reporting standards. The new program will twin select holes and complete step-out drilling to confirm grades, continuity, and data quality in support of a potential NI 43-101-compliant mineral resource estimate. Enhancing geological understanding of grade distribution and mineralized continuity by refining the structural and lithological controls on gold mineralization at the Baker Vien and Mersereau Vein. Drilling will test lateral and vertical extensions of mineralized zones, assess alteration patterns, and strengthen the geological model to support future resource estimation and targeting. Testing the strike and vertical extent of known gold-bearing structures using results from the recent induced polarization (IP) survey and geophysics work to refine drill targeting. The data will guide step-out and deeper drilling aimed at extending mineralization and identifying additional zones along strike and at depth. Management Commentary "Our team is excited to advance the Lac Arsenault property through its first modern drill campaign," said Ronald Goguen, President and CEO of Canadian Gold Resources Ltd. "This program represents an important milestone in confirming historical mineralization and defining the broader exploration potential of this high-grade, unexplored gold system." Canadian Gold anticipates the potential to expand the program with additional metres and drill holes as new targets are identified. These targets are being refined using data from an ongoing induced polarization (IP) survey conducted in conjunction with existing aeromagnetic (Mag) data, designed to highlight high-priority anomalies across the project area. About the Lac Arsenault Project The Lac Arsenault Property, located in Québec's Gaspé region, lies along the Grand Pabos Fault within the Gaspé-Newfoundland tectonic belt. This structure shares geological characteristics with prolific gold-bearing systems such as the Cadillac-Larder Lake Fault Zone in Abitibi and the Cape Ray-Valentine Lake Shear Zone in Newfoundland. The property hosts several high-grade, epithermal-style vein systems, including the Baker, Mersereau, and Dunning veins, with historical exploration outlining significant gold-silver-base metal mineralization that provides a strong platform for the Company's current work. Covering more than 3,600 hectares, Lac Arsenault is strategically located near tidewater at New Richmond, Québec, offering excellent road, power, and rail infrastructure within one of Canada's most established mining jurisdictions. Historical Resource Estimate Disclosure (NI 43-101 2.4) Stevenson, L. (1975): 40,000 tonnes grading 15.43 g/t Au and 197 g/t Ag (Esso Minerals Canada). Côté, R. (1996): 199,580 tonnes grading 9.59 g/t Au (~61,536 contained oz Au). These historical estimates predate NI 43-101 and were based on sampling, trenching, and drilling using manual polygonal methods. A Qualified Person has not completed sufficient work to classify the estimates as current mineral resources or reserves. The Company is not treating them as current and further verification is required. These historical estimates pre-date the adoption of current CIM Definition Standards (2014) and therefore cannot be directly compared to modern resource categories (i.e., "Inferred," "Indicated," or "Measured"). The terminology and estimation methodologies used at the time are not compliant with current CIM categories, and no classification equivalence is implied. The Company considers these historical estimates to be relevant, as they demonstrate the presence of significant gold and silver mineralization at shallow depths within the Baker and Mersereau vein systems, which remain priority targets for verification and expansion. However, their reliability is uncertain because the underlying data, methods, and QA/QC procedures are not adequately documented to current standards. The Company is not treating the estimate as current. To the Company's knowledge, there are no more recent mineral resource estimates available for the Lac Arsenault Property that would supersede these historical figures. To bring these into compliance, Canadian Gold plans to: Conduct systematic drilling to confirm grades and geometry; Complete verification sampling and density determinations; Build a validated geological model with modern QA/QC protocols; Commission an independent NI 43-101 compliant resource estimate. 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

Canadian Gold Resources Announces Non-Brokered $3 Million LIFE Financing

October 23, 2025

Dieppe, N.B. – October 23, 2025 – Canadian Gold Resources Ltd. (TSXV: CAN) (“Canadian Gold” or the “Company”) announces a non-brokered listed issuer financing exemption ("LIFE") private placement financing (the "Offering") for total gross proceeds of up to $3.0 million, with up to $2,000,000 in units ("NFT Units") and up to $1,000,000 in flow-through units ("FT Units"). The Company has engaged Research Capital Corporation (the "Finder") as exclusive finder and sole booker runner to assist with the Offering. The NFT Units are priced at $0.20 per NFT Unit. Each NFT Unit will be comprised of one (1) common share (a "Common Share") and one (1) Common Share purchase warrant of Canadian Gold (a "NFT Warrant"). Subject to the restrictive period described below, each NFT warrant is exercisable for 3 years from the Closing Date at an exercise price of $0.28 per Common Share. The FT Units are priced at $0.30 per FT Unit. Each FT Unit will be comprised of one (1) flow-though common share (a "FT Share") and one half of one (1/2) Common Share purchase warrant of Canadian Gold (the "FT Warrant"). Subject to the restrictive period described below, each whole FT warrant will be exercisable for 3 years from the Closing Date at an exercise price of $0.40 per Common Share. Upon closing of the Offering, the Common Share component of the NFT and FT Units will be free trading in Canada. As the Company completed a financing less than 12 months ago (see the Company's new release dated January 2, 2025), all FT and NFT Warrants in this 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 NFT or FT Warrant after the restrictive period expires will be free trading in Canada. The net proceeds from this 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. The NFT Units and the FT Units will be offered for sale in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 - Prospectus Exemption. The Company has filed a Form 45-106F19 with the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Quebec. There is an offering document related to this 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 Offering is expected to close on or about November 7, 2025 (the "Closing Date") and will be subject to regulatory approvals and customary closing conditions including listing of the Common Shares on the TSX Venture Exchange. Subject to certain adjustments for president's list purchasers, the Finder is entitled, on the Closing Date, to a cash commission equal to 8% of the gross proceeds of the Offering and will receive finder's warrants entitling the Finder, for a period of 3 years from the Closing Date, to acquire that number of Common Shares that is equal to 8% of the number of the NFT Units and the FT Units issued pursuant to the Offering, at an exercise price of $0.20 per Common Share. 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.

Canadian Gold Resources to Conduct Induced Polarization Survey at Lac Arsenault Property

September 16, 2025

Dieppe, N.B. – September 16, 2025 – Canadian Gold Resources Ltd. (“Canadian Gold” or the “Company”), is pleased to announce that it has engaged Geophysique TMC to conduct an induced polarization ("IP") survey at its 100%-owned Lac Arsenault Property, located in the Gaspé region of Québec. The survey is intended to enhance the Company's understanding of the structures that control three key mineralized zones - the Baker Vein, the Mersereau Vein, and the Type-4 Vein - and to help identify high-priority targets for future drill programs. These three veins host the historical non-NI 43-101 compliant resource estimates previously reported for the Lac Arsenault Property (please see Historical Resource Estimate Disclosure (NI 43-101 2.4), below). The data from the IP survey will be integrated into Canadian Gold's expanding exploration dataset, which already incorporates recent surface sampling results. Mechanical trenching and sampling along the Baker and Mersereau veins returned very high grades from surface exposures, including 28.9 g/t gold and 306 g/t silver (BVA2025-004) and 22.9 g/t gold and 399 g/t silver. Complementing this, airborne magnetic survey work at Lac Arsenault has outlined major fault structures, including the Grand Pabos Fault, together with newly recognized splays and secondary structures interpreted to be important controls on the emplacement of gold-silver-lead mineralization. Together, these results are sharpening Canadian Gold's exploration focus on high-priority targets while reinforcing the broader discovery potential across the Lac Arsenault property. Management Commentary "The initiation of this IP survey represents another important step in uncovering the value of our Lac Arsenault property by refining and prioritizing targets for the upcoming maiden diamond drill program," stated Ronald Goguen, President & CEO of Canadian Gold. "By applying modern geophysical techniques, we aim to validate historical results and further sharpen our understanding of the Baker, Mersereau, and Type-4 veins." An IP survey is a geophysical technique used to measure the electrical chargeability and resistivity of subsurface materials. In exploration settings, this method can detect disseminated sulphide mineralization associated with gold and base metal systems. By mapping variations in chargeability and resistivity across the target area, the survey provides a powerful tool to refine drill targets, prioritize anomalies, and strengthen the Company's exploration model. About the Lac Arsenault Project The Lac Arsenault Property is located in Québec's Gaspé region along the Grand Pabos Fault, part of the Gaspé-Newfoundland tectonic belt. This structure shares geological characteristics with prolific gold-bearing systems such as the Cadillac-Larder Lake Fault Zone in Abitibi and the Cape Ray-Valentine Lake Shear Zone in Newfoundland. The property hosts multiple high-grade, epithermal-style vein systems, including the Baker, Mersereau, and Dunning veins. Historical exploration outlined significant gold-silver-base metal mineralization, providing a strong foundation for the Company's current work. Historical Resource Estimate Disclosure (NI 43-101 2.4) Stevenson, L. (1975): 40,000 tonnes grading 15.43 g/t Au and 197 g/t Ag (Esso Minerals Canada). Côté, R. (1996): 199,580 tonnes grading 9.59 g/t Au (~61,536 contained oz Au). These historical estimates predate NI 43-101 and were based on sampling, trenching, and drilling using manual polygonal methods. A Qualified Person has not completed sufficient work to classify the estimates as current mineral resources or reserves. The Company is not treating them as current and further verification is required. To bring these into compliance, Canadian Gold plans to: Conduct systematic drilling to confirm grades and geometry; Complete verification sampling and density determinations; Build a validated geological model with modern QA/QC protocols; Commission an independent NI 43-101 compliant resource estimate.

Canadian Gold Resources Provides Corporate and Project Updates

September 10, 2025

Dieppe, N.B. – September 10, 2025 – Canadian Gold Resources Ltd. (“Canadian Gold” or the “Company”), is pleased to provide an update on its exploration and development activities at its 100%-owned Lac Arsenault Property located in the Gaspé region of Québec. The Company is also announcing the resignation of Ken Booth from the Board of Directors. Applications Submitted for Lac Arsenault Maiden Drill Program Canadian Gold has submitted permit applications to the Ministère des Ressources naturelles et des Forêts (MRNF) for its maiden diamond drilling program on the Lac Arsenault Property. The proposed program comprises 36 drill holes totalling approximately 2,345 metres, with expected drilling to begin upon permit approval. The objective of the drill program is to take the extensive historical work completed at Lac Arsenault and advance it to modern reporting standards under National Instrument 43-101. Historical work at Lac Arsenault (1975–1996) outlined non-compliant resource estimates ranging from 40,000 tonnes at 15.43 g/t Au and 197 g/t Ag to approximately 200,000 tonnes averaging 9.59 g/t Au (~61,500 oz Au). These estimates predate NI 43-101 and cannot be relied upon as current resources, but they highlight the project’s long-recognized high-grade potential. Through the upcoming drill program, Canadian Gold intends to: Twin and verify historical drill holes and channel samples to confirm grades and geometry; Apply modern QA/QC protocols to establish reliability of the data; Generate sufficient new drilling data to support an independent mineral resource estimate prepared in accordance with NI 43-101 and CIM Definition Standards; Convert these historical estimates into a current, compliant mineral resource that can be reported to the market, forming a strong foundation for future project development and valuation. Management Commentary "The submission of our first drill permit applications marks an important milestone as we move toward validating the historic high-grade results at Lac Arsenault and establishing an NI 43-101 compliant resource base,” stated Ronald Goguen, President & CEO of Canadian Gold. “We believe Lac Arsenault represents a rare opportunity in Québec, one of the world’s most proven mining jurisdictions: a project with extensive historical work, strong high-grade potential, and excellent infrastructure. By applying modern exploration standards, we are committed to unlocking this value responsibly while engaging transparently with Québec regulators and local First Nations communities.” Update on Bulk Sampling Program On July 15, 2025, Canadian Gold announced that it had received permits from the Government of Québec to proceed with a 5,000-tonne bulk sampling program, conditional upon the completion of three shallow water monitoring wells in the vicinity of the proposed sampling area ( See July 9, 2025 press release ) and an Autorisation pour travaux à impacts (ATI) report. The Company is ready to drill these wells immediately; however, the Québec’s Ministère des Ressources naturelles et des Forêts (MRNF) has since requested that Canadian Gold temporarily pause while it seeks additional input from another First Nations community, located approximately 18 kilometres from the proposed bulk sampling site. Canadian Gold has already engaged with the Gesgapegiag First Nation community, which is domiciled within the project area, providing full details of the program and receiving no opposition during the allotted feedback period. In compliance with the ATI requirements, the Company is now re-engaging with the Mi'gmawei Mawio’mi Secretariat (MMS), the political and tribal council representing the three Mi'gmaq First Nations in the Gaspé region, to ensure transparency and comply with ATI. In parallel, Canadian Gold continues to work closely with the MRNF to finalize the process and is scheduled to meet jointly with the MMS and MRNF on September 11, 2025, regarding the ATI. At this time, the Company does not anticipate a material delay to the commencement of the bulk sampling program. Board Resignation Mr. Ken Booth has resigned as a Director of Canadian Gold, effective immediately, to focus on other professional commitments. The Board thanks Mr. Booth for his valued contributions since the Company’s inception and wishes him every success in his future endeavours. About the Lac Arsenault Project The Lac Arsenault Property is located in Québec’s Gaspé region along the Grand Pabos Fault, part of the Gaspé–Newfoundland tectonic belt. This structure shares geological characteristics with prolific gold-bearing systems such as the Cadillac–Larder Lake Fault Zone in Abitibi and the Cape Ray–Valentine Lake Shear Zone in Newfoundland. The property hosts multiple high-grade, epithermal-style vein systems, including the Baker, Mersereau, and Dunning veins. Historical exploration outlined significant gold-silver-base metal mineralization, providing a strong foundation for the Company’s current work. Historical Resource Estimate Disclosure (NI 43-101 2.4) Stevenson, L. (1975): 40,000 tonnes grading 15.43 g/t Au and 197 g/t Ag (Esso Minerals Canada). Côté, R. (1996): 199,580 tonnes grading 9.59 g/t Au (~61,536 contained oz Au). These historical estimates predate NI 43-101 and were based on sampling, trenching, and drilling using manual polygonal methods. A Qualified Person has not completed sufficient work to classify the estimates as current mineral resources or reserves. The Company is not treating them as current and further verification is required. To bring these into compliance, Canadian Gold plans to: Conduct systematic drilling to confirm grades and geometry; Complete verification sampling and density determinations; Build a validated geological model with modern QA/QC protocols; Commission an independent NI 43-101 compliant resource estimate.

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