- Mr. Burian’s undisclosed management cease trade order at Assure
Holdings Corp. raises further and serious questions regarding
Canagold’s oversight and disclosure record
- Like Mr. Cooke, Mr. Burian also sold shares ahead of Canagold’s
2020 private placement, then purchased shares shortly after at a
deeply discounted price
- Three weeks since questions arose around Mr. Cooke’s trading
and Canagold disclosure and still no answers
- 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
firstname.lastname@example.org or visit TheNewCanagold.com.
Sun Valley Investments (“Sun Valley”), a strategic and
long-term focused investor of Canagold Resources Ltd. (TSX: CCM)
(“Canagold” or the “Company”), has uncovered that
another Canagold director – Mr. Martin Burian – has previously
engaged in suspicious trading activity before material information
was released to the public. Additionally, Mr. Burian failed to
disclose a management cease trade order (“MCTO”) at Assure
Holdings Corp., raising further and serious questions regarding
Canagold’s oversight and disclosure record.
BIRDS OF A FEATHER FLOCK TOGETHER:
FIRST MR. COOKE AND NOW MR. BURIAN’S INEXPLICABLE TRADING ACTIVITY
Following a review of Mr. Burian’s SEDI filings in respect of
Canagold, the following was discovered:
After 20 months of inactivity, Mr. Burian
disposes of ALL his shareholdings in the public market.
July 7, 2020
Sells 24,820 shares in the
Sells 200,000 shares in the
July 8, 2020
Sells 100,000 shares in the
Sells 50,000 shares in the
Mr. Cooke was also inactive for 20 months,
then began selling his shares on July 8, 2020, just one day after
Mr. Burian began selling his shares.
There was no mention of Mr. Burian’s
disposal of shares or insider participation.
There was also no mention of Mr. Cooke’s
disposal of shares or insider participation.
Canagold announces a dilutive
Mr. Burian purchases 300,000 shares.
Mr. Cooke also purchased shares on Oct. 7,
after weeks of selling.
Oct. 7, 2020
Canagold closes the first tranche
of its dilutive private placement
On behalf of all shareholders, Sun Valley is, again,
demanding that Mr. Cooke and Canagold provide a full explanation
for these inexplicable trading activities and disclosures.
Shareholders deserve to know the truth.
UNDISCLOSED MCTO FOR MR.
Canagold touts “strong qualifications” as key reasons to vote
for Mr. Burian. In their June 13, 2022 management information
circular, Mr. Burian is claimed to be a professional director and a
professional accountant, holding various designations with “strong
qualifications to provide Board oversight in continuous disclosure
obligations and regulatory compliance in North America…”
However, Sun Valley has uncovered details which conflict with
- In addition to being Lead Director at Canagold, Mr. Burian has
been the Lead Director of Assure Holdings Corp. (“Assure”)
since May 2017. That month, Mr. Burian, on behalf of the board of
Assure Holdings, Inc., signed a certificate in a filing statement
for Assure’s going public transaction which stated, “The foregoing
as it relates to Assure Holdings, Inc. constitutes full, true and
plain disclosure of all material facts relating to the securities
of Assure Holdings, Inc.”
- On March 12, 2018, Assure announced the resignation of its
auditor and Matthew Willer, then president and director of Assure.
The auditor cited a “reportable event” with respect to “unresolved
issues,” as such terms are defined in NI 51-102, in connection with
their resignation. Assure initially indicated that it disagreed
with some of the reasons for the unresolved issues, reasons for the
resignation and facts presented by the auditor. Subsequent
investigations by a forensic accountant uncovered that Preston
Parsons, the founder and then Chairman and CEO of Assure, and Mr.
Willer were responsible for the unauthorized use of the company’s
funds, breach of fiduciary position, concealment of inappropriate
conduct, and commingling of personal and business expenses.
- During this time, Mr. Burian was both a member of the Audit
Committee and the chair of the Compensation Committee.
- The findings of the investigations included:
- certain amounts previously characterized as shareholder
distributions in the Q2 2017 unaudited financial statements were to
be reclassified as amounts due from Mr. Parsons ($600,000) and Mr.
Willer ($188,702) to Assure;
- excess compensation amounts paid to Mr. Willer than what was
authorized under his employment agreement in calendar year 2017;
- utilization of the company’s funds amounting to $849,695 by Mr.
Parsons and $39,531 by Mr. Willer for personal use from May 25,
2017 to March 31, 2018.
- More troubling is that Assure indicated that insufficient
internal controls allowed for concealment of information from the
company and emphasized the need to remediate the company’s control
environment over financial reporting.
- Mr. Parsons subsequently resigned as Chairman and CEO on May
15, 2018, but continued in his capacity as a director. He also
entered into settlement negotiations and agreed to repay the total
debt of $2.2 million (including accrued interest) by surrendering
and cancelling 1,461,392 of his shares held in Assure at a price of
$1.50 per share.
- As a result of the auditor’s resignation and Assure’s delay in
filing its annual financial statements for the year ended December
31, 2017 and related MD&A, the British Columbia Securities
Commission (“BCSC”) granted a MCTO on May 1, 2018,
restricting trading in securities of Assure by management until the
annual filings have been completed. Assure subsequently also failed
to file its financial statements for Q1 2018 and related MD&A
in time. As a result, the BCSC imposed a failure-to-file cease
trade order (“FTF CTO”) on the company with effect from August 7,
2018 and the TSX Venture Exchange suspended trading in securities
of the company on August 8, 2018. The MCTO and the FTF CTO were
revoked on August 20, 2018. Canagold’s proxy circular dated June
13, 2022, for the upcoming meeting, failed to disclose the MCTO as
required by securities laws.
MR. COOKE AND THE BOARD HAVE A FLAGRANT
DISREGARD FOR GOOD GOVERNANCE YET REWARD THEMSELVES AT THE EXPENSE
Under Mr. Cooke and the incumbent Board, there have been decades
of underperformance, ongoing shareholder value destruction,
inexplicable trading of Canagold shares and eroding of good
Despite all this, Mr. Cooke and the Board have rewarded
themselves and the Company’s executives with hefty payouts:
- Mr. Cooke was rewarded with over $2.6 million in cash
- The Board increased 2021 executive compensation plans, with
increases ranging from 173% to 355%
- In 2021, the Board also gave themselves an 1,127% increase in
the value of directors’ fees. Mr. Cooke’s director fees increased
by a whopping 685% to $199,497 from $25,400. Now, the Board is
looking to reload their stock option plan and dilute shareholders
by 20% – a plan that Institutional Shareholder Services Inc.
(“ISS”), an independent, third-party proxy advisor,
recommended that shareholder vote AGAINST.
- Canagold’s Compensation Committee reviews the compensation of
senior officers and management, and the Board provides approvals,
without any formal objectives, criteria and analysis. Mr. Cooke
sits on the Compensation Committee, contrary to good corporate
STOP MR. COOKE AND THE BOARD’S
DESTRUCTION OF CANAGOLD: VOTE THE BLUE PROXY TODAY
Enough is enough. Directors have a fiduciary duty to their
companies. Mr. Cooke and Mr. Burian have inexplicable trading
activity, with multiple occasions of selling shares before the
release of significant information; shares are then bought back at
Sun Valley has the right plan and the resources to turn Canagold
around. As announced on July 7, 2022, ISS
recommends Canagold shareholders vote FOR change using Sun Valley’s
BLUE proxy only.
Don’t wait, voting is fast and easy. Following the
discovery of such unconscionable governance issues, many
shareholders who previously voted for management are eager to
change their vote to the BLUE proxy FOR Sun Valley’s
nominees. To vote the BLUE proxy, please contact Kingsdale Advisors
at 1-888-213-0093 or at email@example.com.
Please vote well in advance of the proxy voting deadline of
Thursday, July 14, 2022, at 5:00 p.m. ET.
Kingsdale Advisors is acting as strategic shareholder and
communications advisor to Sun Valley. McMillan LLP is 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
Cautionary Statement Regarding Forward-Looking
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.
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.
version on businesswire.com: https://www.businesswire.com/news/home/20220711005775/en/
Sun Valley: Daniel Henao Partner / VP Business Development
Phone: 6042607046 Email: firstname.lastname@example.org
Kingsdale Advisors: Tom Graham Executive Vice President, Western
Canada Direct: 587-330-1924 Email:
Media: Hyunjoo Kim Vice President, Strategic Communications and
Marketing Direct: 416-867-2357 Email:
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