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News Release for the Early Warning Report Issued Pursuant to NI 62-103 – Acquisition of Securities of Canagold Resources Ltd. by Sunvalley Company DMCC

By: Sun Valley via Business Wire

June 10, 2022 at 13:03 PM EDT

Sun Valley Increases its ownership position in Canagold Resources Ltd. to 17.61%

Sunvalley Company DMCC (“Sun Valley”), as a result of a recent transaction, has increased its ownership of common shares of Canagold Resources Ltd (TSX: CCM) (“Canagold” or the “Company”) by approximately 8.25% with the purchase of an additional 7,140,371 common shares (the “Acquired Securities”) at a price of $0.323 per share for aggregate consideration of approximately $2,306,340 by way of a private securities transaction (“Private Transaction”).

Immediately prior to this acquisition, Sun Valley beneficially owned 8,100,000 common shares of Canagold and 500,000 common share purchase warrants, representing approximately 9.36% of the common shares currently outstanding on an undiluted basis and approximately 9.88% on a partially diluted basis. Following the entering into of the Private Transaction (with closing of the purchase of the Acquired Securities expected to occur on or about June 22, 2022), Sun Valley beneficially owns 15,240,371 shares of Canagold and 500,000 common share purchase warrants representing approximately 17.61% of the common shares currently outstanding on an undiluted basis and approximately 18.08% on a partially diluted basis.

On May 20, 2022, Sun Valley delivered a notice of nomination of three candidates to the Board of Directors of the Company (the “Nomination Notice”), being Ms. Sofia Bianchi, Dr. Carmen Letton and Mr. Andrew Trow (collectively, the “Nominees”), in accordance with the Company’s Advance Notice Policy effective July 25, 2013 in connection with the Company’ annual and special meeting of shareholders, currently scheduled for July 19, 2022 (the “Meeting”). Sun Valley understands that there are currently four serving directors and one vacant seat on the Board. If elected, Sun Valley’s nominees would comprise three out of five directors following the Meeting.

Canagold has filed a notice in connection with the Meeting on the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com which indicates that a record date of June 6, 2022 has been set for the Meeting (the “Record Date”). As a result, the vendor of the Acquired Securities has the right to vote the Acquired Securities since it owned them as of the Record Date. Pursuant to the terms of the Private Transaction, the vendor will tender an irrevocable proxy to Sun Valley such that Sun Valley will be able to vote the Acquired Securities at the Meeting.

In addition to furthering Sun Valley’s nomination of the Nominees for election at the Meeting, the acquisition of the Acquired Securities was made for investment purposes. Subject to applicable law, Sun Valley may from time to time dispose of, or acquire, additional securities of the Company but currently has no plans to do so.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues (“62-103”), which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Company’s documents on SEDAR and may be obtained upon request from Arjun Ahluwalia at +16463713086.

For the purposes of NI 62-103 the head office address of Sun Valley is 6D Silver Tower, JLT, Dubai. The head office address of Canagold is 810 - 625 Howe Street Vancouver, BC V6C 2T6.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220610005530/en/

Contacts

Daniel Henao

Partner / VP Business Development

Phone: +1 6042607046

Email: dhenao@sunvalleyinv.com

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News Release for the Early Warning Report Issued Pursuant to NI 62-103 – Acquisition of Securities of Canagold Resources Ltd. by Sunvalley Company DMCC

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