Canary Gold Corp. Closes Acquisition of Additional Tenements at Madeira River Project, Rondônia, Brazil, Announces Non-Brokered Private Placement
Canary Gold Corp. Closes Acquisition of Additional Tenements at Madeira River
Project, Rondônia, Brazil , Announces Non - Brokered Private Placement
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Vancouver, British Columbia – August 2 9 , 2025 – 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 acquire d 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 Fin al 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 hold
period from the date of issuance. The Acquisition is an arm’s length transaction. No
commissions or finder’s fees were paid by the Company in connection with the Acquisition. T he
Acquisition is not a change of business as it enhances the current operations of the Company ,
nor is it a change of control of the Company .
Agreement with Machai Capital Inc.
The Company also announces that it has entered into a digital marketing services agreement
with Machai Capital Inc. (“ Machai ”) with an effective date of September 2, 2025, with respect
to services to be rendered pertaining to a digital marketing campaign. Under the agreement,
the Company has agreed to pay $200,000 plus GST to Machai as compensation for such
services for a term of three months, with an option to increase the payment to $400,000 plus
GST if agreed by both parties for an expanded marketing program . The marketing campaign will
be launched in September 2025 and continue through November 202 5 .
The campaign will include branding and content created by Machai, along with data
optimization services, search engine marketing strategies, and digital, social media, email, and
brand marketing initiatives. Machai and its principal , Suneal Sandhu , are at arm’s length to the
Company and hold no interest, directly or indirectly, in the securities of the Company nor any
right to acquire any such interest . Machai Capital Inc. Located at 101 – 17565 – 58 Avenue
Surrey, BC, V3S 4E3. Email: [email protected] ; phone +1 604 - 375 - 0084. Suneal
Sandhu is the sole owner and director of the company.
Private Placement Financing
The Company also announces a non - brokered private placement financing (the “ Offering ”) of
up to 4,000,000 units at a price of $0.25 per unit for gross proceeds of up to $1,000,000 . Each
unit will consist of one common share and one transferable common share purchase warrant.
Each warrant will entitle the holder to purchase one additional common share of the Company
at a price of $0.35 for a period of three (3) years from the date of issuance.
The warrants will be subject to an acceleration provision whereby if the Company’s common
shares on the CSE close at a minimum of $0.55 for ten (10) consecutive trading days, the
Company may accelerate the expiry date of the warrants to a date that is 20 days following the
issuance of a press release announcing such acceleration. The acceleration provision will
become effective four months and one day after the date of issuance of the warrants.
In connection with the Offering, the Company may pay finder’s fees of up to 7% cash and up to
7% warrants, as permitted by the policies of the CSE. The net proceeds of the Offering will be
used to advance exploration at the Company ’s Madeira River Project in Brazil and for general
working capital purposes. All securities issued under the Offering will be subject to a statutory
hold period of four months and one day from the date of issuance. The Offering remains
subject to CSE approval.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale
would be unlawful. The securities of the Company have n ot been and will not be registered
under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state
securities laws and may not be offered or sold in the “United States” or to “U.S. persons” (as
such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such registration requirements is
available.
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.