Vikram Sodhi and SunValley Investments Will Do or Say Anything to Seize Control of Your Board, Company and Project They Are Repeating Their Falsehoods in Multiple Disclosures But That Does Not Make Them True You Can Defend Your Company and Investment by Voting FOR Canagold’s
e
Vikram Sodhi and SunValley Investments Will Do or Say Anything to Seize
Control of Your Board, Company and Project
They Are Repeating Their Falsehoods in Multiple Disclosures But That Does
Not Make Them True
You Can Defend Your Company and Investment by Voting FOR Canagold’s
Board Nominees Using ONLY the YELLOW Proxy
• VOTE ONLY THE YELLOW PROXY – Questions or assistance with voting the YELLOW Proxy?
Contact Laurel Hill Advisory Group at 1-877-452-7184 or by e-mail at [email protected].
__________________________________________________________________
Vancouver, Canada – June 30, 2022 – Canagold Resources Ltd. (TSX: CCM, OTC -QB: CRCUF,
Frankfurt: CANA) (“Canagold” or the “Company”) urges Canagold shareholders to ignore and discard
the SunValley Company DMCC (“SunValley” or the “Dissident”) information circular released on June
27, 2022 which continues to show their complete disregard for both truthful disclosure and Canagold
shareholders.
SunValley, led by their Managing Director Vikram Sodhi, is continuing their campaign of lies and
misinformation against Canagold and its Chairperson, Bradford Cooke. They are repeating multiple
falsehoods and misleading statements to deliberately distract Canagold’s shareholders from the Dissident’s
true intention - to seize 60% control of the board, your Company and its core asset, the New Polaris
gold mine project located in northern British Columbia while owning only 17% of the shares, without
paying you, the shareholders, anything for control.
SunValley is Attempting to Conceal its Real Agenda
If the Dissident’s three hand-picked and interconnected board nominees succeed in getting enough votes,
they would control your board, and could use that control to advance the Dissident’s creeping takeover
attempt through additional cheap equity financings with the Dissident. All this without you, the
shareholders, being able to do anything about it. The Dissident’s nominees are clearly not independent, but
there for the bidding of the Dissident. The Dissident’s nominees have a history of working together and
will likely do so at Canagold to ensure that SunValley and Vikram Sodhi advance their agenda of seizing
control of Canagold, without consideration for the majority of our shareholders.
Now is the time to stop them in their tracks, by voting FOR Canagold’s Management Nominees today
using only the YELLOW Proxy.
Canagold Shareholders have the right to make decisions about the future of Canagold based on facts and
truth, not lies and misinformation. To set the record straight and ensure that our shareholders act on facts
CANAGOLD RESOURCES LTD.
810-625 Howe Street
Vancouver, BC V6C 2T6
T: 604.685.9700
F: 604.6685 -9744
www. canagold resources .com
CCM: TSX
CRCUF: OTCQ B
rather than the inaccurate and false statements in the Dissident’s circular, Canagold will, AGAIN, inform
our shareholders about the truth about various matters in this and future news releases.
Falsehood #1 – “Mr. Cooke attempted to encumber the project with a second royalty.”
In a letter dated May 18, 2022, addressed to Mr. Sodhi, Scott Eldridge, Canagold’s CEO, clearly informed
Vikram Sodhi and SunValley on behalf of Canagold’s Board as follows:
“Given the current depressed state of the junior mining equities market and Canagold’s share price in
particular, management feels it prudent to evaluate the potential for non-equity financing at this time. The
royalty market has recently been very active with significant NAV multiples being offered. This is not to
say that we intend to do a royalty financing . We are simply evaluating its accretion/dilution potential as
compared to an equity financing. We may not r eceive any offers from royalty companies, and if we do,
they may not be on acceptable terms. The Company is presently assessing its financing alternatives and it
will not make any determination on what is in the best interest of the Company until it has a full
understanding of the various options available to it.” (Canagold letter to SunValley)
Notwithstanding this letter expl aining management’s fiduciary duty to evaluate all possible financing
alternatives in order to select the best one for the benefit of ALL shareholder s instead of just ONE
In a text on June 9, 2022, Mr. Cooke reconfirmed to Mr. Sodhi that management completed
their review of the royalty market and “dropped the idea of selling an NSR because we did not
receive any offers”.
shareholder, Mr. Sodhi insisted management ABANDON its review of financing alternatives and he
continued his hostile attempt to seize control of your board, the Company and New Polaris.
What did Vikram Sodhi do, did he back off of his demands for 60% control of your board? No, instead he
doubled down on his efforts to hijack control of your board of directors. These are not the actions of
a reasonable shareholder; the Dissident is simply using this untrue allegation to misdirect other
shareholders away from their real mission to seize control of the Company.
In the Dissident circular filed on Monday, June 27th, the Dissident continues to make false and misleading
allegations about Canagold pursuing a royalty . This is in spite of the fact that your Board informed the
Dissident in writing over a month ago and again two weeks ago that the Company is assessing all financing
options available and does not intend to do a royalty financing, Knowing this to be the case, why would
they intentionally repeat this false statement in their information circular? Because the facts do not
suit their agenda - to seize control of your company without paying you the shareholders anything!
Falsehood #2 – “Mr. Cooke Rejected Multiple Premium Financing Offers”
Mr. Cooke did NOT receive multiple financing offers , h e received ONE financing offer prior to
SunValley’s false, misleading disclosure, and he did NOT reject the offer , Canagold’s board simply
informed Mr. Sodhi in writing that Canagold was exploring all of its financing options and would include
the Dissidents’ ONE offer for consideration in the financing process that was already underway.
The uncertainty created by Vik ram Sodhi and SunValley in attempting to take control of your
company has stalled Canagold’s fi nancing process, as management has been forced to spend their
time defending the Company and ALL of its shareholders from the predatory actions of ONE
shareholder.
Moreover, the Dissident’s defamatory attacks on Mr. Cooke are wholly unjustified. It is Canagold’s Board
including Mr. Cooke who have consistently considered the best interests of the Company and ALL
shareholders. The Dissident proudly boasts of their $0.32 non-flow-through financing offer is at a 20%
premium to market and his $0.42 flow-through financing offer is at a 60% premium to market, but:
• His non-flow-through financing offer is actually a 20% DISCOUNT to Canagold’s last non-flow-
through financing at $0.40 per share only 18 months ago
• His flow-through financing offer is actually a 16% DISCOUNT to Canagold’s last flow-through
financing at $0.50 per share only 9 months ago
• Nor did he disclose that his predatory financing offer would boost his Canagold shareholdings to
35%, just the next step in his hostile creeping takeover of the Company
• Your board feels it can do substantially better than Mr. Sodhi’s offer once this proxy fight is
In an e-mail on June 17th, Mr. Cooke wrote to Mr. Sodhi, “Thank you for your letter of
June 15 expressing Sun Valley’s interest to participate in an equity financing for
Canagold. As you know, management has already commenced a process to generate and
evaluate expressions of interest from possible participants in an equity financing. We will
get back to you once that process nears completion.”
over and it is allowed to complete the process of generating and evaluating multiple financing
offers
It is important to inform shareholders of the steps Vikram Sodhi and SunValley are taking to hijack control
of Canagold and its board:
• Step 1 of their hostile creeping take-over attempt was to buy a small stake in the $0.40 financing
18 months ago.
• Step 2 of their hostile creeping take -over attempt was to buy a large stake in off -market
transactions at $0.37, a 35% discount to the $0.50 flow through financing price paid by other
shareholders to get to 9.4%!
• Step 3 of their hostile creeping take-over attempt was to buy out another shareholder at $0.325
in another off-market transaction last week to get to 17%.
Regarding these people attempting to take control of your investment, board, company and project,
we know very little of Vikram Sodhi or SunValley.
Vikram Sodhi and SunValley. state they are a private equity fund based in Dubai, UAE and with a branch
office in Colombia. But when you visit the SunValley website, you will find NO disclosure whatsoever
about who they really are:
• NO DISCLOSURE about their team - no names, no photos, no bios
• NO DISCLOSURE about their assets - no investments, no shareholdings or properties
• NO DISCLOSURE about their financials - no balance sheet, no income statement, no cash
flow statement or where their money comes from
It is clear that the hand-picked, interconnected nominees of Vikram Sodhi and SunValley, who
have who have worked together in the recent past, are there to drive SunValley’s agenda and do
Vikram Sodhi’s bidding.
Vote FOR Canagold’s Management Nominees Using Only the YELLOW Proxy
We urge our shareholders to read Canagold’s management information circular and visit our website
www.canagoldresources.com for further details related to Canagold’s annual and special meeting of
shareholders scheduled for July 19, 2022. Your vote has never been more important. ACT TODAY to
protect your investment by voting FOR Canagold’s management nominees using only the YELLOW proxy
that was mailed to shareholders with the management information circular on June 15, 2022. Voting is easy.
You may vote online, by telephone or other methods found on the YELLOW Proxy.
VOTE your shares today to stop the Dissident Shareholder from taking control of your company.
Make the Right Choice – Vote FOR Canagold’s Management Nominees Today - Using only the
YELLOW Proxy
Shareholder Questions and Voting Assistance
If you have questions or require assistance with voting your shares, please contact Canagold’s strategic
advisor and proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (416-304-0211 Outside North America)
Email: [email protected]
“Bradford Cooke” "Scott Eldridge”
Bradford Cooke Scott Eldridge
Founder and Chairman of the Board Chief Executive Officer
CANAGOLD RESOURCES LTD. CANAGOLD RESOURCES LTD.
About Canagold - Canagold Resources Ltd. is a growth -oriented gold exploration company focused on
generating superior shareholder returns by discovering, exploring and developing strategic gold deposits in
North America. Canagold shares trade on the TSX: CCM and the OTCQB: CRCUF.
For More Information - Please contact: Knox Henderson, VP Corporate Development
Toll Free: 1-877-684-9700 Tel: (604) 604-416-0337 Cell: (604) 551-2360
Email: [email protected] Website: www.canagoldresources.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward -looking statements” within the meaning of the United States private securities litigation
reform act of 1995 and “forward -looking information” within the meaning of applicable Canadian securities legislation.
Statements contained in this news release that are not historical facts are forward -looking information that involves known and
unknown risks and uncertainties. Forward-looking statements in this news release include, but are not limited to, statements with
respect to the Dissident’s intentions in providing the advance notice and their plans for Canagold and its future financings ; the
Dissident’s nominees working together at Canagold to advance the Dissident’s agenda; and the availability of other financing
opportunities on equal or better terms than those offered by the Dissident . In certain cases, forward -looking statements can be
identified by the use of words such as "plans", "has proven", "expects" or "does not expect", "is expected", "potential", "appears",
"budget", "scheduled", "estimates", "forecasts", "at least", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or
"will be taken", "occur" or "be achieved".
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any futu re results, performance or achievements
expressed or implied by the forward -looking statements. Such risks and other factors include, among others risks related to the
uncertainties inherent in the estimation of mineral resources; commodity prices; changes in general economic conditions; market
sentiment; currency exchange rates; the Company's ability to continue as a going concern; the Company's ability to raise fund s
through equity financings; risks inherent in mineral exploration; risks related to operat ions in foreign countries; future prices of
metals; failure of equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry;
delays in obtaining governmental approvals; government regulation of mining o perations; environmental risks; title disputes or
claims; limitations on insurance coverage and the timing and possible outcome of litigation. Although the Company has attempted
to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from
those described in forward -looking statements, there may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements. Accordingly, do not place undue reliance
on forward-looking statements. All statements are made as of the date of this news release and the Company is under no obligation
to update or alter any forward-looking statements except as required under applicable securities laws.