Canary Gold Closes Acquisition of Additional Tenements at Madeira River Project, Rondonia, Brazil, Announces Non-Brokered Private Placement

About this update from Canary Gold Corp.

[{"type":"text","content":"Vancouver, British Columbia – August 29, 2025 –  TheNewswire - Canary Gold Corp. (CSE: BRAZ | Frankfurt: K5D) (“Canary Gold” or the “Company”) is pleased to announce that it has executed a definitive agreement (the “Definitive Agreement”) and has acquired a 100% interest in ten additional mineral tenements totaling approximately 94,700 hectares located in the state of Rondônia, Brazil (the “Property”). The acquisition significantly expands the Company’s land position within the Madeira River Project, one of its principal gold exploration assets in Brazil. Under the terms of the Definitive Agreement, dated August 29, 2025, the Company will acquire the Property from Talisman Venture Partners Ltd. (“Talisman”), a private British Columbia corporation, for total consideration of CAD$1,700,000, satisfied through a combination of cash and shares (the “Acquisition”), as follows: A cash payment of CAD$50,000 on execution of the Definitive Agreement;  the issuance of 4,000,000 common shares of Canary Gold at a deemed price of CAD$0.30 per share (for a deemed consideration of CAD$1,200,000) on execution of the Definitive Agreement; and  On the date that is 180 days following the execution of the Definitive Agreement (the Final Payment Date”), at the election of Canary Gold, in its sole discretion, either (A) a further cash payment of CAD$450,000; or (B) the issuance of CAD$450,000 worth of common shares, each share to be issued at a price equal to the higher of (x) CAD$0.30 or (y) the volume weighted average price of the Company’s common shares on the CSE for the 10 trading days preceding the Final Payment Date.  As part of the transaction, Talisman retained a 1.0% Net Smelter Return (NSR) royalty on all commercial mineral production from the Property, one-half of which (reducing the NSR to 0.5%) may be purchased by Canary Gold at any time for CAD$1,000,000. The acquired tenements are considered prospective for gold mineralization. All tenements are in the “application to permit” stage and are held through Talisman do Brasil Mineração Ltda. and Canopus Geologia e Projetos Ltda. The shares issued on closing are subject to a four-month hold period expiring December 30, 2025. The shares to be issued on the Final Payment Date will be subject to a four-month ho...

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