Canary Gold Issues Shares Pursuant to Agreement to Acquire Property at Madeira River, Rondonia, Brazil

Executive Summary

• Canary Gold Corp. issued a final tranche of 1,500,000 common shares at CAD $0.30 per share, completing the CAD $450,000 “Final Payment” under its August 29 2025 purchase agreement with Talisman Venture Partners Ltd.
• The payment satisfies the full consideration of CAD $1.7 million for a 100% interest in ten mineral tenements (~94,700 ha) in Rondônia, Brazil.
• Talisman retains a 1.0% Net Smelter Return royalty (with an option for Canary Gold to purchase half for CAD $1 million), and the newly issued shares are subject to a four‑month hold period expiring June 26 2026.

Key Details

• Final Payment Structure:
• Issuance of 1,500,000 common shares at CAD $0.30 per share = CAD $450,000.

• Shares issued represent the “Final Payment” required under the Agreement; cash alternative was also permitted but not exercised.

• Total Consideration for Property Acquisition:

• Cash paid on execution: CAD $50,000 (already paid).
• Initial share issuance on August 29 2025: 4,000,000 shares at CAD $0.30 per share = CAD $1,200,000.

• Final payment (this release): 1,500,000 shares at CAD $0.30 per share = CAD $450,000.

• Property Acquired:

• Ten mineral tenements covering approximately 94,700 hectares in the state of Rondônia, Brazil.

• Royalty Arrangement:

• Talisman retains a 1.0% Net Smelter Return (NSR) royalty on all commercial production from the property.

• Canary Gold may purchase half of this royalty (reducing NSR to 0.5%) at any time for CAD $1,000,000.

• Share Hold Period:

• The newly issued shares are subject to a four‑month lock‑up expiring on June 26 2026.

• Strategic Impact:

• Completion of the transaction gives Canary Gold full ownership of the ten tenements, consolidating its land position in Brazil’s Madeira River gold province and supporting its option to earn up to a 70% interest in the Rio Madeira Project.

Notable Quotes

(No direct quotes were provided in the release.)