Sun Valley Investments (“Sun Valley”), a strategic and long-term focused investor of Canagold Resources Ltd. (TSX: CCM) (“Canagold” or the “Company”), has uncovered a pattern of selling shares prior to private placements and repeated late SEDI filings from Mr. Bradford Cooke, while he was a director at Aztec Minerals Corp. (TSXV: AZT) ("Aztec”) and Sixty Six Capital Inc. (CSE: SIX) (“Sixty Six”). This latest discovery follows Sun Valley’s previous finding of Mr. Cooke’s inexplicable trading activity at Canagold. Shareholders still have not received any answers from Mr. Cooke or the Canagold board of directors (the “Board”).
Aztec Minerals Corp.
| DATE | EVENT | PRICE | PROCEEDS/ COSTS |
Just eight days before the announcement of a private placement, Mr. Cooke begins selling shares of Aztec. In this brief time – before the market knew of the private placement – Mr. Cooke realized proceeds of approximately $372,000, at prices between 20%-60% premium to private placement price. | June 8, 2020 | Sells 60,000 shares in the market | $0.40 | $24,000 |
Sells 50,000 shares in the market | $0.44 | $22,000 | ||
Sells 30,000 shares in the market | $0.43 | $12,900 | ||
Sells 460,000 shares in the market | $0.49 | $225,400 | ||
June 10, 2020 | Sells 120,000 shares in the market | $0.37 | $44,400 | |
June 11, 2020 | Sells 80,000 shares in the market | $0.39 | $31,200 | |
June 12, 2020 | Sells 33,000 shares in the market | $0.36 | $11,880 | |
Mr. Cooke participates in the private placement, allowing him to reduce his cost base by approximately $122,000. | June 16, 2020 | Aztec’s private placement announced |
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Mr. Cooke’s July 9, 2020 SEDI filings show an acquisition of 1,000,000 shares and 500,000 warrants carried out privately at $0.30. | July 9, 2020 | Closing of first tranche | $0.30 | $300,000 |
No mention of Mr. Cooke’s participation. | July 13, 2020 | Aztec press release on closing of first tranche |
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Mr. Cooke’s SEDI filings for July 17, 2020 – which were filed five months late on December 17, 2020 – show an acquisition of 400,000 shares and 200,000 warrants under a “purchase/ownership plan” at $0.30. Although the date and the description of the acquisition under a “purchase/ownership plan” differed, the number of shares/warrants and price match the private placement. | July 24, 2020 | Aztec’s press release announcing closing of the second and final tranche of the private placement. No mention of Mr. Cooke’s participation. | $0.30 | 120,000 |
Sixty Six Capital Inc.
| DATE | EVENT | PRICE | PROCEEDS/COSTS |
Between Dec. 20, 2010 and January 31, 2011, Mr. Cooke disposed of 225,000 of his Sixty Six shares in the market for an aggregate consideration of nearly $142,000. | Dec. 20, 2010 | Sells 10,000 shares in the market | $0.65 | $6,500 |
Dec. 20, 2010 | Sells 10,000 shares in the market | $0.62 | $6,200 | |
Dec. 20, 2010 | Sells 10,000 shares in the market | $0.60 | $6,000 | |
Dec. 20, 2010 | Sells 10,000 shares in the market | $0.63 | $6,300 | |
Dec. 21, 2010 | Sells 20,000 shares in the market | $0.68 | $13,600 | |
Dec. 21, 2010 | Sells 20,000 shares in the market | $0.67 | $13,400 | |
Jan. 28, 2011 | Sells 29,500 shares in the market | $0.57 | $16,815 | |
Jan. 31, 2011 | Sells 65,500 shares in the market | $0.57 | $37,335 | |
| Feb. 1, 2011 | Sixty Six announces a non-brokered private placement of up to $8 million at $0.50 per unit |
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Mr. Cooke continues to dispose of his shares. | March 3, 2011 | Sells 20,000 shares in the market | $0.71 | $14,200 |
March 4, 2011 | Sells 30,000 shares in the market | $0.72 | $21,600 | |
Mr. Cooke’s SEDI filing shows that he acquired 100,000 shares and 50,000 warrants at $0.50 on March 17, 2011, reducing his cost base on those shares by approximately $13,000 or 20%. | March 18, 2011 | Sixty Six announces closing of private placement. No mention of Mr. Cooke’s insider participation.
| $0.50 | $50,000 |
MR. COOKE HAS BEEN LATE FILING AT LEAST 50 INSIDER REPORTS
What does it say about the Board Chair and Director when he cannot – or will not – with any consistency, comply with one of the most basic and fundamental requirements of securities law?
Mr. Cooke’s filings are not late by days; they are late by months and years, creating major gaps in disclosure. And when questioned on certain of his late filings, Mr. Cooke blamed a former SEDI filing agent. Is this same attitude and level of rigor applied to internal controls in general?
These filings are critical for shareholders to provide a complete picture of their investment. By dismissing proper reporting timelines, Mr. Cooke appears to be sending a clear message to both shareholders and regulators: I do what I want and when I want.
STOP MR. COOKE’S DESTRUCTION OF CANAGOLD: VOTE ONLY THE BLUE PROXY TODAY
Canagold shareholders can change the course of Canagold for the better and get governance on the right track at Canagold.
Sun Valley has the right plan and the resources to turn Canagold around. As announced on July 7, 2022, Institutional Shareholder Services Inc. recommends Canagold shareholders vote FOR change using Sun Valley’s BLUE proxy only.
Don’t wait, voting is fast and easy. Please vote well 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.
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