Institutional Shareholder Services Inc. Recommends Canagold Shareholders Vote FOR Change only on Sun Valley's BLUE Proxy Card
07 Julho 2022 - 6:53PM
Business Wire
- The world's leading provider of corporate governance and
responsible investment solutions and independent proxy advisor
supports Sun Valley’s call for change at Canagold.
- ISS notes that Sun Valley’s slate and strategic plan would
“introduce a credible potential financing option to fund a
feasibility study, a proposed timetable that can serve to enhance
the accountability of the board and management, refreshed
perspectives and technical experience, and further alignment of
board action with those of the company's broader shareholder
base”.
- ISS recognizes "the strength in the qualifications of the
dissident nominees” and agrees with Sun Valley there are major
deficiencies in Canagold’s Option Plan – with the estimated cost of
the plan, its dilution and the company’s burn rate all being
“Excessive”.
- Sun Valley urges shareholders to 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 owning 17.6% of Canagold Resources Ltd
(TSX: CCM) (“Canagold” or “CCM”), is pleased to
announce that the world's leading provider of corporate governance
and responsible investment solutions and independent proxy advisor
Institutional Shareholder Services Inc. (“ISS”) has
recommended that Canagold shareholders vote FOR the boardroom
change and a New Canagold only on the BLUE proxy card. The
analysis undertaken by ISS strongly supports the arguments Sun
Valley has been making and is a clear rejection of the stay the
course thesis adopted by the incumbent directors of CCM.
ISS recommends voting FOR Sun Valley’s plan for the New Canagold
–
“The dissident slate, and strategic plan by
extension, introduce a credible potential financing option to fund
a feasibility study, a proposed timetable that can serve to enhance
the accountability of the board and management, refreshed
perspectives and technical experience, and further alignment of
board action with those of the company's broader shareholder base
due to the dissident's significantly larger amount of ‘skin in the
game’ versus the incumbent board.”
In its full report, ISS affirmed Sun Valley’s case for urgent
change at Canagold and that “the situation at CCM reflects a
reality that the status quo has been poor enough that change is
warranted”:
- “The length of time over which [the New Polaris Project] has
gone on appears to be far beyond the norm” – “the company has been
unable to complete a feasibility study for New Polaris in 28
years; although the company has retained a financial advisor,
it has not disclosed a timetable to produce a feasibility
study which the board and management can be held accountable
for; the long-term trend in value for the company's shares is
downward”;
- Canagold’s rejection of a premium financing offer is
“somewhat puzzling” – “As the company's cash balance was
US$824,000 on March 31, 2022, a financing will most likely need to
be completed this year to at least keep the company
running”;
- “The financing opportunity presented by the dissident seems to
be on terms that are as good or better than the financings the
company has generally participated in historically”;
- By voting FOR Sun Valley’s candidates, it would “deliver
shareholder value by completing an appropriately sized capital
raise, a feasibility study, and advancing the permitting process of
New Polaris so that a mine may be built – things that have not
occurred under the stewardship of the current board during the
company's entire existence”;
- ISS agrees that the unjustified increase in executive
compensation goes against good governance as “the company does not
provide rationale for increasing cash awards in this manner,
particularly without disclosed performance criteria in the case of
annual bonuses, at a time when it is running out of
cash”.
Furthermore, ISS questions whether Mr. Bradford Cooke would have
“sufficient time, resources, and incentives” to be operating in the
best interests of all shareholders of CCM due to Mr. Cooke’s
significant role at Endeavour Silver Corp. as a result of
“Endeavour's size, its increased complexity as a much larger
producer, the fact Cooke maintained a CEO role (now executive
chairman), and the quantum of compensation Cooke is receiving from
Endeavour”.
Vote the BLUE proxy
We urge Canagold shareholders 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
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 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
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220707005839/en/
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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