Sunvalley Company DMCC Files Letter to Shareholders for Canagold Resources Ltd., Highlighting the Urgent Need for Change Under Current Board’s Value Destruction

• During Mr. Bradford Cooke’s tenure, there has been a consistent destruction of shareholder value, and Canagold’s flagship project, New Polaris, has not moved in a staggering 28 years.
• Despite their failures, Mr. Cooke and the Board plan to seek approval for a generous option plan of 20% of the company’s common shares – all at the expense of shareholders.
• Mr. Cooke has rejected financing offers at significant market premiums from Sun Valley, even though the Company’s treasury is almost empty. Instead, Mr. Cooke has been pursuing a strategy that would encumber the project with a second royalty and has started a needless and costly proxy fight out of a selfish interest to maintain control of Canagold.
• It's time to stop decades of value destruction with a new, highly qualified, independent and diverse board that will put shareholders first.
• Vote only the BLUE proxy FOR Sun Valley’s nominees by 5:00 p.m. on Thursday, July 14, 2002. To vote, contact Kingsdale Advisors at 1-888-213-0093 or at contactus@kingsdaleadvisors.com.
• Even if you have voted using the management proxy, you can still change your vote for Sun Valley’s nominees by submitting a BLUE proxy today.

Sunvalley Company DMCC (“Sun Valley”, www.sunvalleyinv.com), a strategic and long-term focused investor of Canagold Resources Ltd (TSX: CCM) (“Canagold”), today filed on SEDAR a letter to shareholders ahead of Canagold’s annual and special meeting on Tuesday, July 19, 2022 (the “Meeting”).

The letter, together with the information circular and BLUE proxy form, which will be mailed to all Canagold shareholders, details the incumbent Board’s business and financial mismanagement as well as Sun Valley’s plan to put Canagold on track and realize its full potential.

Shareholders are encouraged to review the letter (included below) and vote the BLUE proxy FOR all three of Sun Valley’s highly-experienced, independent nominees – Dr. Carmen Letton, Ms. Sofia Bianchi and Mr. Andrew Trow.

Don’t wait, voting is fast and easy. Please vote well in advance of the proxy voting deadline of Thursday, July 14, 2022 at 5:00 p.m. ET. If you have questions or need help voting, contact Kingsdale Advisors at 1-888-213-0093 or at contactus@kingsdaleadvisors.com.

The full contents of the letter are included below:

Dear Fellow Shareholders,

Sunvalley Company DMCC (“Sun Valley”, www.sunvalleyinv.com) are owners of approximately 17.6% of the outstanding shares of Canagold Resources Ltd. (TSX: CCM) (“Canagold”).

As a strategic, long-term focused investor, Sun Valley is deeply committed to Canagold’s long-term success. We believe that we can add significantly to the technical expertise as well as the financial strength that Canagold currently has, which is critical at this stage because we have a very serious challenge ahead: getting environmental permits for an arsenic rich project (i.e., New Polaris). We are deeply concerned that Canagold is failing this important milestone and it would mean that the environmental approval could get delayed by several years and the share price will languish.

Having invested in Canagold since November 20, 2020, we are prepared to invest even more. Sun Valley has the financial strength to support Canagold, and on June 15, 2022, we offered CAD$7.6 million in equity at a 20% premium above market price or a 60% premium on a flow-through basis. Sun Valley’s offer to invest at a premium is highly favourable to other Canagold shareholders as it reduces dilution and adds support for a higher price. It would also fund Canagold through the 2022 drilling season and advance the feasibility study at New Polaris.

Canagold has a history of excessive stock dilution in the past and it is important for Canagold shareholders to receive fresh investment at a premium to the market price to control this dilution. Sun Valley can provide that capital.

DISMAL STATE OF CANAGOLD AT THE HANDS OF MR. COOKE

We believe that Canagold’s potential has been crippled by decades of business and financial mismanagement at the hands of Mr. Bradford Cooke and the incumbent board of directors (the “Board”).

For 35 years, Mr. Cooke has been in charge of Canagold – first as founder and CEO, and now as Board Chair. During his tenure, there has been a consistent destruction of value, and Canagold’s flagship project, New Polaris, has not moved in a staggering 28 years. The New Polaris project should have been in production by now and generated the company a far higher stock price. A normal timeline for resource drilling and feasibility studies would be 8-10 years. Given that triple the time has passed, what has Mr. Cooke been doing?

Since listing on the Toronto Stock Exchange in 1994, Canagold investors have suffered an unconscionable 98% destruction of shareholder value. An investment at Canagold’s IPO of $100 would now be less than $2. Meanwhile, the same investment in gold would be worth over $460 today and the same investment in the S&P500 would be worth $750.

Despite having an excellent project, Mr. Cooke has managed to underperform gold bullion by 23,000% and the S&P500 by 37,500%. (Click here for chart – Canagold vs. Gold and S&P500 Normalized Returns Since Inception)

MR. COOKE REJECTED MULTIPLE PREMIUM FINANCING OFFERS TO MAINTAIN CONTROL

As of March 31, 2022, Canagold had just US$824,000 of cash on hand. Sun Valley has offered CAD$7.6 million in equity at a 20% premium to market price or a 60% premium on a flow-through basis. The offer would fund Canagold through the 2022 drilling season and advance the feasibility study at New Polaris. Our offer is highly favourable to other Canagold shareholders as it reduces dilution and adds support for a higher price. But Mr. Cooke has rejected the funding and is refusing to discuss it further, which we believe will result in project delays and undoubtedly sentence shareholders to watching their investment decay further in price.

Instead, Mr. Cooke has attempted to encumber the project with a second royalty, which was omitted from Canagold’s circular. A second royalty at an early stage of a project can result in destruction of shareholder value and further reduce the share price. When challenged on this plan on April 28, 2022, Mr. Cooke responded that the addition of a second royalty “was exclusively a management decision” and implied that the opinion of his shareholders did not matter.

Mr. Cooke’s plans for a second royalty are highly suspicious. The likely amount that could be raised by a 2% Net Smelter Return (NSR) is around $4 to $6 million, which we believe is insufficient to move the project to a construction decision. It would, however, be enough to allow the company to hibernate for a few years. Shareholders should question why Mr. Cooke is actively pursuing a path that damages shareholder value with the only “advantage” being that it allows him to maintain control.

THE CURRENT BOARD IS UNFIT TO OVERSEE THE COMPANY

Despite multiple years on the Board, three of Canagold’s directors hold a total of just 1.17% of the company’s shares collectively. The incumbent Board’s lack of economic interest in Canagold is alarming. It is telling that the incumbent Board members do not have shareholders’ best interests in mind or share the same enthusiasm for the future of the company.

While shareholders have seen their investment plummet, between 1994 and 2021, Mr. Cooke was paid over CAD$2.6 million in cash, and to date, has been granted millions of options. More recently, the Board has increased executive compensation packages – with increases in 2021 ranging from 173% to 355%, all as Canagold’s share price plummeted by 50%.

In total, in 2021 the compensation package for Canagold’s five executives was over $1.7 million. Additionally, for 2021, Mr. Cooke’s director fees increased a whopping 685% to $199,497 from $25,400 in 2020.

These payouts were approved by the company’s Compensation Committee, in which Mr. Cooke himself is a member. The Board members are treating the company like their personal piggy bank. Shareholders put the money in, and the directors are taking it out.

This is unacceptable.

Now, at the upcoming 2022 Annual and Special Meeting, Canagold is asking shareholders to approve an updated stock option plan to increase the maximum number of common shares available for issuance under the plan from 8,852,339 common shares to 17,311,919, representing 20% of the I/O as of June 6, 2022. Given the dismal performance for shareholders, how is it possible that they want to be able to reward themselves with up to 20% of the company?

The revised stock option plan also contains many problematic features that benefit the executives and the Board at the expense of shareholders. Two of the provisions – namely allowing for discretionary, non-employee director participation and the Board to amend the plan without shareholder approval – should warrant automatic opposition by shareholders, according to Institutional Shareholder Services, Inc. (“ISS”), a leading and independent third-party proxy advisor.

To make things worse, Messrs. Cooke and Burian have received multiple WITHHOLD recommendations from ISS or Glass, Lewis & Co. (“Glass Lewis”), another leading and independent third-party proxy advisor. Between 2004-2021, Messrs. Cooke and Burian have had 17 WITHHOLD recommendations. Shareholders should ask themselves why these Board members have so many WITHHOLD recommendations.

SUN VALLEY’S PLAN FOR NEW POLARIS, UNDER THE GUIDANCE OF HIGHLY EXPERIENCED, INDEPENDENT AND DIVERSE NOMINEES

We believe shareholders need an aligned, qualified Board with directors who will hold management and themselves accountable. That is why we are nominating three highly experienced, respected industry leaders on your behalf to provide the much-needed independent oversight. Our nominees – Dr. Carmen Letton, Ms. Sofia Bianchi and Mr. Andrew Trow – bring combined expertise in metals and mining, strategy and leadership, operations, corporate governance and finance. (For biographies on our nominees, please see the section Background and Reasons for Solicitation.)

In addition to our qualified director nominees, Sun Valley works with several Canadian advisors who have significant and relevant experience, notably Mr. Gordon J. Bogden, a mining exploration, development and finance expert with more than 40 years of experience.

Once elected, our highly-experienced, independent directors will stop all royalty discussions, re-commence drilling at New Polaris, and provide the appropriate guidance and oversight to finally advance the New Polaris project as fast as reasonably possible for the benefit of all shareholders.

The aim is to:

• Immediately tender the feasibility study and start it this year. We expect the feasibility study to take approximately 18 months to complete, but we expect it would provide sufficient data to define the design parameters needed for permitting to begin within six months;
• Initiate the permitting process in Q2 2023; and
• Save this year’s drilling season and continue drilling in 2022/23 to increase the resource base with a view to move inferred mineral resources to indicated mineral resources.

We believe the feasibility study will result in a steadily increasing share price, and once the permitting is near completion, we expect that the shares will revalue dramatically.

IT’S TIME FOR MATERIAL CHANGE. IT’S TIME TO STOP DECADES OF VALUE DESTRUCTION

Canagold shareholders have been generous, giving Mr. Cooke 35 years to deliver results. Enough is enough. It’s time to stop Mr. Cooke and the Board’s value-destroying ways.

Vote for Sun Valley’s highly qualified, independent and diverse director nominees. Your vote is critical no matter how many shares you own. Voting is fast and easy. We encourage all Canagold shareholders to vote only the BLUE proxy FOR our nominees by 5:00 p.m. ET on Thursday, July 14, 2022.

It’s time for a New Canagold – one focused on shareholder value, growth and good governance.

Sincerely,

Vikram Sodhi

Managing Director and Co-Founder

Sunvalley Company DMCC

Advisors

Kingsdale Advisors is acting as strategic shareholder and communications advisor to Sun Valley. Wildeboer Dellelce LLP and Crawley Mackewn Brush LLP are acting as legal counsel to Sun Valley.

About Sun Valley

Sun Valley is a private equity firm focussed on the precious metals industry with portfolio companies and branch offices in the Americas, Europe and Asia. Sun Valley seeks to invest in sustainable development projects and operations with growth potential, low cash costs of production, or the operating flexibility to insulate against volatility in the commodity markets.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Sun Valley and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Sun Valley undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Disclaimer

The information contained or referenced herein is for information purposes only in order to provide the views of Sun Valley and the matters which Sun Valley believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Sun Valley, whose opinions may change at any time and which are based on analyses of Sun Valley and its advisors.

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