Canary Gold Issues Shares Pursuant to Agreement to Acquire Property at Madeira River, Rondonia, Brazil
Vancouver, February 25, 2026 - Canary Gold Corp. (CSE: BRAZ; OTC: CNYGF; Frankfurt: K5D) ("Canary Gold" or the "Company") announces that in connection with the previously announced purchase agreement (the "Agreement") between the Company and Talisman Venture Partners Ltd. ("Talisman") dated August 29, 2025, the Company has issued a further 1,500,000 common shares in its capital at a price of CAD$0.30 per share, representing the "Final Payment" of CAD$450,000 required under the Agreement. Pursuant to the Agreement, as previously disclosed in the news release dated August 29, 2025, the Company acquired a 100% interest in ten mineral tenements totaling approximately 94,700 hectares located in the state of Rondônia, Brazil (the "Property") for total consideration of CAD$1,700,000, satisfied through a combination of cash and shares as follows:
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A cash payment of CAD$50,000 on execution of the Definitive Agreement (paid);
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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 (issued on August 29, 2025); and
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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 (the "Final Payment"), 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 Final 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 shares issued are subject to a four-month hold period expiring June 26, 2026.
About Canary Gold Corp.
Canary Gold Corp. is a Canadian public exploration company focused on the acquisition and advancement of gold projects in Brazil. The Company holds an option to earn up to a 70% undivided interest in the Rio Madeira Project through a series of staged exploration expenditures and milestone payments.
In August 2025, Canary further expanded its regional strategy by entering into a definitive agreement to acquire a 100% interest in ten additional mineral tenements totaling approximately 94,700 hectares from Talisman Venture Partners Ltd., a private British Columbia corporation. The total consideration of CAD $1.7 million has been satisfied through staged cash and share payments.
Talisman retains a 1.0% net smelter return (NSR) royalty on future production from the acquired tenements, one-half of which (reducing the NSR to 0.5%) may be repurchased by the Company at any time for CAD $1.0 million.
Together, these interests provide Canary Gold with a dominant and strategically consolidated land position in the Madeira River region of Rondônia State - one of Brazil's most prospective yet underexplored gold provinces.
For Further Information, Please Contact:
Canary Gold Corp.
Mark Tommasi, President
Tel: (604) 318-1448
www.canarygold.ca
Cautionary Statement Regarding Forward-Looking Information
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 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 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, and 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 prove 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 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.
Disclaimer
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 not 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.
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