Vikram Sodhi and SunValley Investments Will Do or Say Anything to Seize Control of Your Board, Company and Project - Seite 3

Falsehood #2 - "Mr. Cooke Rejected Multiple Premium Financing Offers"

Mr. Cooke did NOT receive multiple financing offers, he 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.

In an e-mail on June 17^th, 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."

The uncertainty created by Vikram Sodhi and SunValley in attempting to take control of your company has stalled Canagold's financing 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 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: