Canary Gold Issues Shares in Connection with Rio Madeira Property Option Agreement
Canary Gold Issues Shares in Connection with Rio Madeira Property Option Agreement
Vancouver, British Columbia, December 4 , 2024 – Canary Gold Corp. (CSE: BRAZ) (the
“ Company ” or “ Canary Gold ”) announce s issuance of shares in connection with Rio Madeira
Property Option Agreement .
I n connection with the amended and restated option agreement (the “ Option Agreement ”) dated
April 1, 2024 between the Company and New Frontiers Gold Mineração Ltda. (“ New Frontiers ”) ,
the Company has issued 465,116 common shares from its share capital to New Frontiers as
partial payment under the First Installment (as defined below) .
Pursuant to the Option Agreement , the Company has an option to acquire up to a 70% undivided
interest in the Rio Madeira Property, which consists of an aggregate of eight exploration license
applications covering an area of 68,445 hectares in Rondônia State, Brazil , by taking the following
actions :
First Instalment
To acquire an initial 49% undivided interest in and to the Rio Madeira Property (the “ First
Instalment ”), the Company must:
( a ) on the execution of the original option agreement, pay $25,000 in cash and issue 500,000
common shares to New Frontiers (which is completed);
( b ) no later than within ten (10) business days of the completion of the Company ’s initial public
offering:
( i ) pay $125,000 to New Frontiers;
( ii ) issue that number of common shares to New Frontiers equal to an aggregate deemed
value of $100,000 ( 465,116 common shares were issued on December 4 , 2024 ,
representing a price per share of $0. 215 );
(c ) on or before April 1, 2026:
( i ) pay an additional $200,000 to New Frontiers;
( ii ) issue an additional number of common shares to New Frontiers that is equal to an
aggregate deemed value of $200,000; and
( iii ) incur $2,500,000 in exploration expenditures;
( d ) on or before April 1, 2027:
( i ) pay an additional $500,000 to New Frontiers;
( ii ) issue an additional number of common shares to New Frontiers that is equal to an
aggregate deemed value of $500,000;
( iii ) incur an additional $2,500,000 in exploration expenditures; and
( iv ) provide a technical report prepared in accordance with NI 43 - 101 that includes a mineral
resource estimate in respect of the Rio Madeira Propert y.
Second Instalment
To acquire an additional 21% indirect undivided interest (the “ Second Instalment ”), the Company
must fund (or reimburse New Frontiers) 100% of the costs associated with a development
program required to deliver a “preliminary economic assessment” (as such term is defined in NI
43 - 101 - Standards of Disclosure for Mineral Projects ) in respect of the Rio Madeira Property
within two years of completing the First Instalment.
For compliance purposes with the Brazil Frontiers Zone Law, the Company acknowledges that it
will be limited to a 49% direct equity participation in the Rio Madeira Property, however, it will be
entitled to a 70% indirect equity participation under a separate agreement. Alternatively, the
Company and New Frontiers may agree to a contractual structure whereby (i) the Company will
be capped at a 49% direct equity participation (representing a 70% indirect equity participation
under a separate agreement) in th e Border Zone Claims (as defined in the Option Agreement),
and (ii) a 70% direct equity participation in the Outside the Border Zone Claims (as defined in the
Option Agreement). The definitive contractual structure will be defined in meetings between New
F rontiers and the Brazilian Mining Agency, which result will be subject to the final approval of
Brazil’s National Defense Council as far as the Border Zone Claims are concerned.
The Company may, in its sole discretion, accelerate the exercise of the First Instalment and/or
the Second Instalment by issuing the applicable common shares pursuant to the First Instalment
and incurring the requisite exploration expenditures set forth above, respectively, prior to the
respective due date.
All securities issued in connection with the Option Agreement are subject to a statutory hold period
expiring four months and one day after the date of issuance.
About Canary Gold Corp.
Canary Gold Corp. is a mineral exploration company whose principal business is the acquisition
and exploration of gold mineral exploration properties, with a focus in Rondônia, Brazil. The
Company may acquire up to a 70% undivided right, title and interest in one gold mineral property
in Brazil, the Rio Madeira Property. The Rio Madeira Property consists of an aggregate of eight
applications for exploration licenses covering an area of 68,445 hectares in Rondônia, Brazil.
For further information, please contact:
Mark Tommasi, President
Phone: 604 - 318 - 1448
www.canarygold.ca
Disclaimer Regarding Forward - Looking Statements
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”, “believes”, 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 receipt of shareholder and Canadian Securities Exchange approval of the grant of
stock options, payment by the Company of the First Instal lment or the Second Installment, the
Company’s acquisition of an interest in the Rio Madeira Property , and the Company ’s 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 future events could differ materially from those
anticipated in such statements. Important factors that could cause actual results to differ materially
from the Company’s expec tations 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
u nknown risks, uncertainties, and other factors, many of which ar e 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 prove to be incorrect and actual res ults 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 release 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.