CanXGold Mining Corp. Announces Financings

VANCOUVER, BC / ACCESSWIRE / September 30, 2022 / CanXGold Mining Corp., (TSXV:CXG)(FRANKFURT:3G8C)(OTC PINK:GDMRF), ("CanXGold" or the "Company"), is pleased to announce that it has arranged a non-brokered private placement of 30,000,000 million units at a price of $0.025 per unit for gross proceeds of $750,000. Each Unit consists of one common share and one transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional common share of the Issuer at an exercise price of $0.05 per share. The term of the warrants may be accelerated in the event that the issuer's shares trade at or above a price of $0.10 per share for a period of 10 consecutive days. In such case of accelerated warrants, the issuer may give notice, in writing or by way of news release, to the subscribers that the warrants will expire 30 days from the date of providing such notice.

The Company also announces that it has arranged a non-brokered private placement of up to 20,000,000 flow through units at a price of $0.08 per unit for gross proceeds of $1,600,000. Each Flow-Through Unit consists of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act and one transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional non-flow-through common share of the Issuer at an exercise price of $0.10 per share. The term of the warrants may be accelerated in the event that the issuer's shares trade at or above a price of $0.15 per share for a period of 10 consecutive days. In such case of accelerated warrants, the issuer may give notice, in writing or by way of news release, to the subscribers that the warrants will expire 30 days from the date of providing such notice.

Directors, officers or other insiders of the Company may participate in the foregoing offerings, and such parties may sell securities of the Company owned or controlled by them personally through the facilities of the TSX Venture Exchange to finance participation in such offerings.

The net proceeds from the Offering will primarily be used by the Company for continued drilling at the Company's Phoenix property and maintenance of its Lexington project as well as for general working capital purposes.

A finder's fee may be paid to eligible finders in accordance to the TSX-V policies. All securities issued pursuant to the offering will be subject to a hold period of four months and one day from the date of closing. The offerings and payment of finders' fees are both subject to approval by the TSX-V.

On behalf of the Board of Directors:

CANXGOLD MINING CORP.

Per: "Christopher R. Anderson"

Christopher R. Anderson CEO

For further information, please contact:

CanXGold Mining Corp. - Corporate Communications:
Tel: 604-288-2610
Email: Office@CanXGold.com

Forward-Looking Statement Cautions: This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to, among other things, preliminary plans for a consolidation of the Company's Shares. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the possibility that the TSX Venture Exchange will not approve the proposed share consolidation, and that the Company may not be able to raise sufficient additional capital to continue its business. The reader is urged to refer to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company's securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

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

SOURCE: CanXGold Mining Corp.