Canary Gold issues shares as final payment for property

Executive Summary

• Canary Gold Corp. has issued 1.5 million common shares to Talisman Venture Partners Ltd. as the final payment for the acquisition of 100% interest in 10 mineral tenements in Rondonia, Brazil.
• This issuance satisfies the final $450,000 obligation under the August 29, 2025 purchase agreement, bringing the total consideration for the ~94,700-hectare property to $1.7 million.
• Talisman Venture Partners retains a 1.0% Net Smelter Return (NSR) royalty on the property, which can be reduced to 0.5% if Canary Gold exercises its option to buy back half the royalty for $1 million.

Key Details

• Transaction Structure: Final payment of $450,000 satisfied via issuance of 1.5 million common shares at a price of $0.30 per share.
• Total Consideration: $1.7 million for 100% interest in 10 mineral tenements totaling approximately 94,700 hectares in Rondonia, Brazil.
• Payment Schedule Breakdown:
  • Initial Cash: $50,000 paid on execution of the definitive agreement (Aug. 29, 2025).
  • Initial Shares: 4 million common shares issued on Aug. 29, 2025, at a deemed price of $0.30/share (totaling $1.2 million).
  • Final Payment: 1.5 million shares issued at $0.30/share (totaling $450,000).
• Royalty Terms: Talisman retains a 1.0% NSR royalty. Canary Gold has the option to purchase one-half of this royalty (reducing the NSR to 0.5%) at any time for $1 million.
• Share Restrictions: The 1.5 million shares issued are subject to a four-month hold period expiring June 26, 2026.
• Asset Details: The acquired tenements are located in the Madeira River region of Rondonia state, described as one of Brazil's most prospective yet underexplored gold provinces.

Notable Quotes

• None provided in the text.