• Mr. Cooke sold Canagold shares ahead of a major private placement opportunity in 2020, then purchased shares shortly after at a deeply discounted price in a manner that raises many questions
  • A full explanation is required
  • Shareholders can hold Mr. Cooke accountable by voting FOR Sun Valley’s highly qualified, independent and diverse nominees
  • Vote only the BLUE proxy FOR Sun Valley’s nominees by 5:00 p.m. on Thursday, July 14, 2022. To vote, contact Kingsdale Advisors at 1-888-213-0093 or at contactus@kingsdaleadvisors.com.

Sunvalley Company DMCC (“Sun Valley”), a strategic and long-term focused investor of Canagold Resources Ltd (TSX: CCM) (“Canagold” or the “Company”), has uncovered that Mr. Bradford Cooke had previously sold Canagold shares ahead of a major private placement opportunity, then purchased shares shortly after at a deeply discounted price. Mr. Cooke’s public filings regarding these purchases, some of which were not filed, or not accurately filed, until well after the time periods required under securities laws, raise serious questions. Sun Valley believes Mr. Cooke and Canagold are obligated to fully disclose Mr. Cooke’s trades and to be transparent with shareholders. Sun Valley believes that this is but one more example of why shareholders need to stop the value destruction and poor corporate governance at Canagold by Mr. Cooke and the currently entrenched board of directors (the “Board”).

On behalf of all shareholders, Sun Valley is demanding that Canagold and Mr. Cooke provide a full explanation for the numerous issues related to Mr. Cooke’s trading activity and disclosures. Instead of trying to blame the Company’s consultants, Canagold and Mr. Cooke need to take responsibility.

“Canagold is attempting to distract shareholders from Mr. Cooke’s history of value destruction and disregard for proper governance by attacking me personally,” said Vikram Sodhi, Managing Director and Co-Founder of Sun Valley. “Attacking your largest shareholder for identifying areas of operational and governance improvements, and for offering to provide the Company with badly needed financing at a premium to market, will not do anything to turn the Company around. Rather than engaging in personal attacks and scare tactics, the Board’s time would be better spent looking into Mr. Cooke’s activities and filings and providing shareholders with transparency.”

MR. Cooke’s Trading LEADING UP TO A Private Placement Announcement in 2020, AND PURCHASES OF DISCOUNTED SHARES

 

Date

Event*

Price

Proceeds/Cost

Mr. Cooke’s trading of his Canagold shares is dormant for 18 months.

Jan-Dec 2019

No transactions

 

 

Jan-Jun 2020

No transactions

 

 

Mr. Cooke begins selling his Canagold shares just 42 days before dilutive private placement is announced.

July 8, 2020

SELL – 300,000 shares in the market

$0.14

$42,000

Mr. Cooke continues to sell in the midst of preparation of Canagold’s financial statements.

Aug 10, 2020

SELL – 150,000 shares in the market

$0.11

 

$16,500

 

Aug 14, 2020

Canagold financial statements released

 

 

Aug 19, 2020

SELL – 200,000 shares in the market

$0.11

 

$22,000

 

No mention of Mr. Cooke’s liquidation of his Canagold shares.

Aug 19, 2020

Canagold announcement of consolidation, name change and dilutive private placement

 

 

Mr. Cooke’s ongoing liquidation of his Canagold shares.

Aug 20, 2020

SELL – 50,000 shares in the market

$0.13

 

$6,500

 

Sep 10, 2020

SELL – 200,000 shares in the market

$0.1375

 

$27,500

 

Sep 14, 2020

SELL – 400,000 shares in the market

$0.155

 

$62,000

 

Sep 15, 2020

SELL – 300,000 shares in the market

$0.17

 

$51,000

 

Sep 16, 2020

SELL – 111,000 shares in the market

$0.18

 

$19,980

 

Mr. Cooke purchases shares on the dates of the closings of the private placements at a deeply discounted price.

 

Oct 7, 2020

(amended over two months later on December 17, 2020)

BUY – 5,000,000 shares and 750,000 warrantsunder a purchase/ownership plan” (originally filed as the purchase of 1,500,000 units under the private placement)

$0.08

 

$400,000

 

Nov 16, 2020

(filed 18 months late on June 14, 2022)

BUY – 7,500,000 sharesunder a purchase/ownership plan”

$0.08

 

$600,000

 

*Trading information obtained from SEDI and Canagold press releases. Trades reported to occur on the same date are shown combined. Sun Valley cannot confirm the accuracy of SEDI filings and believes they are on a pre-consolidation basis to Canagold’s current outstanding shares.

During his selling spree, Mr. Cooke was able to liquidate 1,710,000 shares and reduce his cost base by approximately $123,000 at prices from $0.11 to $0.18 per share, which would be quickly refilled at $0.08 per share or up to 55% less than where he sold.

The Company should have disclosed Mr. Cooke’s liquidation of shares on multiple occasions, including:

  • First, on August 19, 2020, when Canagold announced the dilutive private placement.
  • Then again on September 3, 2020, when a second tranche of the private placement was announced.

In both cases, Canagold and Mr. Cooke failed to provide adequate disclosure.

  • The first indication that there would be insider participation in the financing was buried in an information circular filed September 22, 2020 with no press release. There was also no mention of any insider participation in Canagold’s press release on October 8, 2020, which announced that the first tranche of the financing had closed.
  • Mr. Cooke’s first failed attempt at reporting his October 7, 2020 purchases on SEDI only showed 1,500,000 units being purchased; presumably from the private placement that closed on October 7, 2020. However, a revised SEDI filing submitted over two months late – and after the closing of the second tranche – reveals Mr. Cooke actually purchased 5,000,000 shares and 750,000 warrants on October 7, 2020. The shares were stated to be acquired pursuant to a purchase/ownership plan, which is usually used to refer to a company’s equity-based plan.
  • A MAJOR mystery is a purchase of a further 7,500,000 shares on November 16, 2020, which was disclosed over 1.5 years late on June 14, 2022 and, coincidentally, the day before Canagold formally initiated a proxy fight against its own arm’s length shareholders. Accurate disclosure and SEDI filings are not an optional requirement to be carried out when insiders get around to it. Once again, the securities were stated to be acquired pursuant to a “purchase/ownership plan”.

It would appear that Mr. Cooke spent $1 million acquiring securities most of which were stated to not be acquired under the dilutive private placement, and yet the purchases were coincidentally made on the same dates and at the same purchase price as under the private placement – a price well below the then market price.

Sun Valley is demanding a clear answer from Canagold and Mr. Cooke regarding these transactions for the benefit of all shareholders. At the very least, we need answers to the following questions:

  • On August 10, 2020 – 4 days before the release of Q2 financial statements – Mr. Cooke sold shares. The Toronto Stock Exchange encourages listed companies to impose trading blackouts prohibiting trading by insiders for a certain number of days before the release of financial statements. Did Mr. Cooke trade in violation of a blackout?
  • Mr. Cooke spent $1 million to acquire securities (most if not all of which were reportedly not acquired under a private placement) privately. How was he able to do this? Who sold these shares to Mr. Cooke? Did Canagold help finance these purchases under an undisclosed “purchase/ownership plan”?
  • Why was a SEDI filing made on June 14, 2022, days before an unnecessary proxy fight, for a transaction that supposedly closed on November 16, 2020?

MASSIVE INCONSISTENCIES IN MR. COOKE’S OWNERSHIP REPORTING, LATE FILINGS AND CANAGOLD’S ASSOCIATED DISCLOSURE REMAINS UNEXPLAINED

In two of Canagold’s 2021 publicly filed and signed disclosure documents (Canagold’s 20-F filed on April 29, 2021 and Canagold’s Management Information Circular filed on May 12, 2021), Mr. Cooke’s shareholdings were listed at 5,259,916 shares.

In Canagold’s 2022 publicly filed and signed disclosure documents, Mr. Cooke’s shareholdings showed a significant 44% decline and were listed at 2,932,195 shares (Canagold’s 20-F filed on May 5, 2022) and dropped again to 2,921,984 shares (Canagold’s Management Information Circular dated June 13, 2022).

However, Mr. Cooke is claiming he has not sold any shares during that period and, in an attempt to distract shareholders from numerous misleading disclosures, suggested this error was simply a result of his delinquent filings on SEDI and that his SEDI agent was to blame.

MR. COOKE’S MOST RECENT TRADING

As previously noted, Mr. Cooke refuses to acknowledge or explain the appropriateness of his share purchase on June 16, 2022, AFTER receiving Sun Valley’s premium financing offer but BEFORE it was publicly disclosed to the market.

Shareholders are right to question if this was an intentional act of omission or if this was another example of Mr. Cooke’s inability to follow proper governance practices. Regardless, it is a clear sign that change is urgently needed.

Sun Valley Can Help Restore Value, Integrity and Governance at Canagold

Sun Valley’s strategic plan to put Canagold on the right track can be found on SEDAR and on www.TheNewCanagold.com. The plan details the case for change at the Canagold Board and lays out Sun Valley’s strategic steps to advance Canagold’s long-stalled flagship project, New Polaris, and to strengthen Canagold's governance for the benefit to all shareholders. Our exceptionally qualified nominees have the necessary skills and experience to effect positive changes at Canagold.

VOTE THE BLUE PROXY

Sun Valley has the right plan and the resources to turn Canagold around. Shareholders are encouraged to vote only 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.

Advisors

Kingsdale Advisors is acting as strategic shareholder and communications advisor to Sun Valley. McMillan LLP, 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 objectives, 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.

Daniel Henao Partner / VP Business Development Phone: 6042607046 Email: dhenao@sunvalleyinv.com

Kingsdale Advisors: Tom Graham Executive Vice President, Western Canada Direct: 587-330-1924 Email: tgraham@kingsdaleadvisors.com

Media: Hyunjoo Kim Vice President, Strategic Communications and Marketing Direct: 416-867-2357 Email: hkim@kingsdaleadvisors.com

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