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Annual and Special Meeting
Vote Today!

Annual and Special Meeting

A DISSIDENT SHAREHOLDER IS ATTEMPTING TO TAKE CONTROL OF YOUR COMPANY WITHOUT PAYING THE PREMIUM YOU DESERVE.

PROTECT YOUR INVESTMENT

VOTE FOR CANAGOLD’S MANAGEMENT NOMINEES USING ONLY THE YELLOW PROXY.

TAKE ACTION

VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE

THE PROXY VOTING DEADLINE IS AT 10:00 A.M. (PACIFIC TIME) ON FRIDAY JULY 15, 2022

The Board unanimously recommends that you vote “FOR” each of the Canagold Nominees

Reasons to Vote FOR Canagold’s Nominees

VOTE “FOR” CANAGOLD NOMINEES USING THE YELLOW PROXY

  1. Successful Execution. Canagold’s current Board identified and tested the BIOX process as a commercially viable key to unlocking metallurgical recoveries at New Polaris and has overseen the successful execution of a multi-year exploration plan to advance the New Polaris project towards a feasibility study.
     
  2. Over 100 Years of Combined Experience. Canagold’s nominees have well over 100 years of combined mine exploration, evaluation, development and production experience and the technical expertise to transition Canagold from exploration to feasibility and beyond.
     
  3. Jurisdictional Experience. Canagold’s nominees have jurisdictional experience in North America to ensure the permitting process passes the approval of regulatory authorities and local First Nations support and scrutiny. More importantly, three of Canagold’s nominees reside in British Columbia, Canada where the Company’s flagship project is located.
     
  4. Reputational Credibility. Canagold’s nominees, Bradford Cooke, Martin Burian and Scott Eldridge, have reputational credibility in the capital markets to finance the growth of your Company.
     
  5. Practical and Professional Expertise. Canagold’s nominees, Bradford Cooke, Dr. Deepak Malhotra and Dr. Kadri Dagdelen, have significant and substantial practical experience and professional expertise to oversee the resource estimates and economic studies and development of Canagold’s flagship project, New Polaris.
     
  6. Strong Compliance Qualifications. Canagold’s nominee, Mr. Martin Burian, CA, IDC.D, is a professional director and a professional accountant and has strong qualifications to provide Board oversight in continuous disclosure obligations and regulatory compliance in North America given Canagold is a reporting issuer in both Canada and the USA.
     
  7. Public Mining Company Expertise and Experience. Canagold’s nominees each have a significant breadth and depth of expertise and experience in directing public mining sector companies in Canada and elsewhere.
     
  8. Shareholder Support. Each of Canagold’s incumbent nominees have garnered over 94% positive votes at each annual general meeting over the past several years, strong evidence that shareholders have consistently supported Canagold nominees in the past.
     
  9. Shareholder Democracy. Management’s nominees have consistently acted, and will continue to act, in the best interests of the Company and will consider the interests of all stakeholders, not just a small minority of shareholders.
     

Reasons to REJECT the Dissident Nominees

Don’t let the Dissident Shareholder, a Dubai based entity, take over your Company. Consider the following concerns:

  1. ZERO Canagold Shares Held. Dissident nominees have no shareholdings in Canagold, minimal commercial knowledge of Canagold’s main asset, the New Polaris gold mine project, and little understanding of Canagold’s strategic goals and plans for current and future financial and operational success.
     
  2. Little to No Experience as Directors of Canadian Public Companies. In contrast to management’s nominees, two Dissident Nominees appear to each have less than two to three years’ experience as Directors of one Canadian public company and the other appearing to having no experience as a Director of Canadian public companies.
     
  3. Limited North American Experience. Dissident nominees are based in Australia, Switzerland and South Africa and the majority of them appear to have limited experience in exploration and mining and regulatory environment in North America.
     
  4. Concerning Pattern. Dissident nominee, Ms. Sofia Bianchi, resigned from a TSX Venture issuer on March 9, 2020 before the TSX Venture issuer went bankrupt in July 23, 2020, less than 5 months after her resignation.
     
  5. Excessive Compensation. Each director of Canagold only receives CAD$8,000 per annum as a stipend. Based on publicly available information, the only two of the three Dissident Nominees who have served on a board of a Canadian public company received US$170,000 and US$81,451 respectively in cash compensation for acting as a director of a company in 2021. This disparity in compensation may act as a disincentive for SunValley nominees to act as Directors of Canagold in terms of their risk/reward and time commitment.
     
  6. Strategic Disruption. Turnover of Board members at this time would cause strategic disruption as Canagold enters its critical life cycle from exploration to permitting and feasibility and eventually to operations.
     
  7. Interlocking Relationships — Independence Questionable. The hand-picked Dissident Nominees are an interconnected group who have either served on the same board or worked together for an extended period of time in the past, including a partnership of two of the three Dissident Nominees who are founding partners of an investment firm.
     
  8. Taking Control of Canagold Without Paying a Premium to Shareholders. Canagold has always maintained open and cordial communications with SunValley. Yet surprisingly, and without prior discussions with Canagold management, SunValley directed its lawyer to forward an advance notice to replace the majority of Canagold’s Board. Management views this advance notice, plus SunValley’s acquisition of an additional 8.25% of the Common Shares as a hostile attempt to hijack the Board and control Canagold and its flagship project without paying any requisite control premium to the other Canagold shareholders.
     

Canagold cannot allow a minority dissident shareholder with only 9.4% on the Record Date to control and dictate the remainder of the 90.6% interests by controlling the Board nomination.

VOTE “FOR” CANAGOLD NOMINEES USING THE YELLOW PROXY

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