Vancouver, British Columbia--(Newsfile Corp. - September 22, 2026) - Carlin Gold Corporation (TSXV: GDC) ("Carlin Gold" or the "Company") today announced that its Annual General Meeting of Shareholders (the "Meeting"), which was originally scheduled to be held on October 23, 2026, has been postponed. The Meeting is now scheduled to be held on November 30, 2026 and the Meeting will now be held as an Annual General and Special Meeting of Shareholders. The new record date for the Meeting will be October 1, 2026.

On August 24, 2026, the Company announced its intention to create, and subsequently spin-out, a 5.00% net smelter return royalty (the "Royalty") on its Cortez Summit Property located in Nevada, United States pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). On September 8, 2026 the Company announced that it had entered into a unit purchase agreement with Electrum Gold Exploration LLC ("Electrum") pursuant to which Electrum agreed to subscribe for and purchase, by way of a non-brokered private placement, an aggregate of 16,538,462 units of the Company (the "Units") for aggregate gross proceeds to the Company of approximately $21.5 million (the "Strategic Investment"). The Strategic Investment is the largest part of the Company's previously announced private placement, which also includes a brokered private placement, for gross proceeds of up to approximately $31.27 million.

At the Meeting, shareholders of the Company ("Shareholders") will be asked to consider and, if deemed advisable, approve, among other things: (i) the Arrangement (the "Arrangement Approval"); and (ii) the issuance of an aggregate of 16,538,462 Units to Electrum pursuant to the Strategic Investment and the creation of a "Control Person" (as such term is defined in the policies of the TSX Venture Exchange) of the Company, being Electrum, following completion of the Strategic Investment (the "Strategic Investment Approval").

Additional information regarding the Arrangement, the Arrangement Approval, the Strategic Investment and the Strategic Investment Approval will be included in the Company's management information circular (the "Circular") that will be sent to Shareholders in connection with the Meeting.

Digital Media Partner

The Company has engaged Danayi Capital Corp. ("Danayi") to provide digital marketing services, including pay-per-click advertising, e-mail marketing campaigns, social media advertising and other digital distribution services. Danayi does not have any interest, directly or indirectly, in the securities of the Company. The Company's agreement with Danayi is dated August 24, 2026, providing for a term of 12 months and is further subject to renewal at the discretion of both parties. Under the agreement with Danayi, Danayi will be paid up to US$200,000 plus applicable taxes for an initial digital marketing campaign.

About Carlin Gold Corporation

Carlin Gold Corporation is a Vancouver-based exploration company with a portfolio of three wholly-owned properties in Nevada. The Company's Cortez Summit property is a gold exploration project located in Nevada's Cortez Gold District. The Company also owns the Ivy copper-gold project in Nevada's Contact Mining District and the Willow gold exploration property in Elko County, Nevada. Additional information regarding Carlin and its properties is available at Carlin Gold's website at www.carlingold.com.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes statements regarding the completion of the Arrangement and the Strategic Investment; the issuance of the Units pursuant to the Strategic Investment; Electrum becoming a Control Person of the Company following completion of the Strategic Investment; the creation and spin-out of the Royalty; the approval of the Arrangement Approval and the Strategic Investment Approval by Shareholders at the Meeting; the Company sending the Circular to Shareholders in connection with the Meeting.

Forward-looking information can often be identified by the use of terms and phrases such as "will", "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee" and/or "believe", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information is based on assumptions and estimates that management considers reasonable as of the date of this news release, including assumptions regarding the satisfaction of all conditions and receipt of required approvals for the Strategic Investment and the Arrangement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including the risk that the Strategic Investment is not completed on the terms or timing currently contemplated, or at all; the required approvals for the Strategic Investment, including the Strategic Investment Approval, are delayed or not obtained; the Company may not proceed with the Royalty and/or the Arrangement on the terms described herein or at all; definitive agreements in respect of the Royalty and/or the Arrangement may not be entered into; the required approvals for the for the Arrangement, including the Arrangement Approval, are delayed or not obtained; and the risk of unanticipated tax consequences of the Arrangement. Readers should not place undue reliance on forward-looking information.

All of the forward-looking statements contained in this news release are expressly qualified by these cautionary statements. Readers should not place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315389

Source: Carlin Gold Corporation