Canary Gold closes Madeira River tenement buy for $1.7M

Mr. Mark Tommasi reports CANARY GOLD CORP. CLOSES ACQUISITION OF ADDITIONAL TENEMENTS AT MADEIRA RIVER PROJECT, RONDONIA, BRAZIL, ANNOUNCES NON-BROKERED PRIVATE PLACEMENT Canary Gold Corp. has executed a definitive agreement and has acquired a 100-per-cent interest in 10 additional mineral tenements totalling approximately 94,700 hectares located in the state of Rondonia, Brazil. 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 Aug. 29, 2025, the company will acquire the property from Talisman Venture Partners Ltd., a private B.C. corporation, for total consideration of $1.7-million, satisfied through a combination of cash and shares, as follows: A cash payment of $50,000 on execution of the definitive agreement; The issuance of four million common shares of Canary Gold at a deemed price of 30 cents per share (for a deemed consideration of $1.2-million) on execution of the definitive agreement; and On the date that is 180 days following the execution of the definitive agreement, at the election of Canary Gold, in its sole discretion, either: (A) a further cash payment of $450,000; or (B) the issuance of $450,000 worth of common shares, each share to be issued at a price equal to the higher of: (x) 30 cents; or (y) the volume-weighted average price of the company's common shares on the Canadian Securities Exchange for the 10 trading days preceding the final payment date. As part of the transaction, Talisman retained a 1.0-per-cent net smelter return royalty on all commercial mineral production from the property, one-half of which (reducing the NSR to 0.5 per cent) may be purchased by Canary Gold at any time for $1-million. 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 Mineracao Ltda. and Canopus Geologia e Projetos Ltda. The shares issued on closing are subject to a four-month hold period expiring Dec. 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 finders' fees were paid by the company in connection with the acquisition. The 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 service agreement with Machai Capital Inc. with an effective date of Sept. 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, 2025. The campaign will include branding and content created by Machai, along with data optimization services, search engine marketing strategies, and digital, social media, e-mail 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. Mr. Sandhu is the sole owner and director of the company. Private placement financing The company also announces a non-brokered private placement financing of up to four million units at a price of 25 cents per unit for gross proceeds of up to $1-million. 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 35 cents for a period of three 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 55 cents for 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 finders' fees of up to 7 per cent in cash and up to 7 per cent in 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. About Canary Gold Corp. Canary Gold is a Canadian public exploration company focused on the acquisition and development of gold projects in Brazil. The company holds an option to earn an up-to-70-per-cent undivided interest in the Rio Madeira project through staged exploration expenditures and milestone payments. We seek Safe Harbor.