Canary Gold Corp. Announces Letter of Intent to Acquire Additional Tenements at Madeira River Project, Rondônia, Brazil
Canary Gold Corp. Announces Letter of Intent to Acquire
Additional Tenements at Madeira River Project, Rondônia, Brazil
Vancouver, British Columbia – July 16 , 2025 – Canary Gold Corp. (CSE: BRAZ | Frankfurt: K5D)
(“Canary Gold” or the “Company”) is pleased to announce that it has entered into a binding letter
of intent to acquire a 100% interest in ten additional mineral tenements totaling approximately
94,700 hectares located in the state of Rondônia, Brazil (the “Property”). The acquisition will
significantly expand the Company’s land position within the Madeira River Project, one of its
principal gold exploration assets in Brazil.
Under the terms of a binding letter of intent dated July 15 , 2025, the Company will acquire the
Property from Talisman Venture Partners Ltd. (“Talisman”), a private British Columbia
corporation, for a total purchase price of CAD $1,700,000, satisfied through a combination of cash
and shares (the “Acquisition”) . The consideration includes:
a cash payment of CAD $50,000 on execution of a definitive agreement (the “Definitive
Agreement” ) respecting the Acquisition ,
subject to the approval or non - objection of the Canadian Securities Exchange (“CSE”), 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) within seven (7) business days of
the 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, (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 that is the higher of (x) CAD $0.30 or (y) the
volume weighted average price of the common shares on the CSE for the 10 trading days
preceding the Final Payment Date.
As part of the transaction, Talisman will retain a 1.0% Net Smelter Return (NSR) royalty on all
commercial mineral production from the acquired properties, one - half of which (leaving a 0.5%
NSR ) may be purchased by Canary Gold at any time for CAD $1,000,000.
The acquired tenements are located adjacent to the Company’s existing land position in
Rondônia and are considered highly prospective for gold mineralization. All tenements are in the
“application to permit” stage and are held through Talisman do Brasil Mi neração Ltda. and
Canopus Geologia e Projetos Ltda.
All securities issued will be subject to a four - month hold period from the date of issuance . The
Acquisition is an arm’s length transaction. No commissions or finder’s fees will be paid by the
Company in connection with the Acquisition . The A cquisition remains subject to customary
closing conditions, including CSE approval and completion of satisfactory due diligence by the
Company. There is no guarantee that the Acquisition will be completed as proposed or at all.
Andrew Lee Smith, Executive Chairman of Canary Gold, commented:
“This strategic acquisition consolidates our land position in one of Brazil’s most prospective
underexplored gold regions. The expanded Madeira River Project now covers over 160,000
hectares of favorable geology, providing a significant exploration footpri nt and the opportunity
to advance multiple high - priority targets within a single coherent district - scale holding.”
About Canary Gold Corp.
Canary Gold Corp. is a Canadian public exploration company focused on the acquisition and
development of gold projects in Brazil. The Company holds an option to earn up to a 70%
undivided interest in the Rio Madeira Project through staged exploration expen ditures and
milestone payments.
For Further Information, Please Contact:
Canary Gold Corp.
Mark Tommasi, President
Tel: 604 - 318 - 1448
www.canarygold.ca
This news release contains forward - looking statements within the meaning of applicable securities laws that are not
historical facts. Forward - looking statements are often identified by terms such as “will”, “may”, “should”,
“anticipates”, “expects”, “belie ves”, and similar expressions or the negative of these words or other comparable
terminology. All statements, other than statements of historical fact, included in this release, including, without
limitation, statements regarding the Company’s ability to m eet the closing conditions of the Acquisition, or that the
Acquisition will close, expected benefits of the Property, planned exploration programs and drill programs and
potential significance of results, are forward - looking statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual results and futu re events could differ materially
from those anticipated in such statements. Important factors that could cause actual results to differ m aterially from
the Company’s expectations include but are not limited to the risks detailed in the Company’s Prospectus and in the
continuous disclosure filings made by the Company with securities regulations from time to time. The reader is
cautioned that assumptions used in the preparation of any forward - looking information may prove to be incorrect.
Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, a nd other factors, many of which are beyond the control of the Company.
The reader is cautioned not to place undue reliance on any forward - looking information. Such information, although
considered reasonable by management at the time of preparation, may pr ove to be incorrect and actual results may
differ materially from those anticipated. Forward - looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward - looking statements contained in this news relea se are made as
of the date of this news release and the Company will update or revise publicly any of the included forward - looking
statements only as expressly required by applicable law.
No securities exchange or commission has reviewed or accepts responsibility for the adequacy or accuracy of this
release.