Vancouver, British Columbia--(Newsfile Corp. - September 29, 2026) - Carlin Gold Corporation (TSXV: CGD) (OTCQB: CGDCF) (FSE: YG20) (the "Company" or "Carlin") is pleased to announce that it has closed its previously announced brokered private placement (the "Private Placement"), pursuant to which an aggregate of 7,519,231 units of the Company (the "Units") were sold at a price of C$1.30 per Unit for aggregate gross proceeds (the "Gross Proceeds") to the Company of approximately C$9.8 million, including gross proceeds resulting from the exercised option granted to the Agent (as defined below).

Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share (a "Warrant Share") at an exercise price of C$1.50 per Warrant Share at any time on or before September 29, 2028. The Warrants are subject to customary anti-dilution adjustments, including in the event of any consolidation, subdivision or share dividend and certain distributions of cash and/or property by the Company while the Warrants are outstanding, and subject to adjustment in the event that the Company's previously announced spin-out is completed while the Warrants are outstanding.

The Private Placement was conducted by Canaccord Genuity Corp. (the "Agent"), as sole bookrunner. In consideration for their services, the Agent received a cash commission equal to 5% of the Gross Proceeds and 451,153 non-transferable compensation warrants of the Company (the "Compensation Warrants"). Each Compensation Warrant shall be exercisable for one Common Share at a price of C$1.50 per Common Share at any time on or before September 29, 2028. The Compensation Warrants are subject to customary anti-dilution adjustments, similar to those noted above in respect of the Warrants.

The Company intends to use the net proceeds from Private Placement for exploration on its Nevada properties and for general corporate purposes.

All securities issued pursuant to the Private Placement are subject to a statutory hold period expiring on January 30, 2027 in accordance with applicable Canadian securities laws.

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 of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities 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 within the United States or to, or for the account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. The securities have been offered and sold in the United States to accredited investors (each, a "U.S. Accredited Investor") meeting one or more of the criteria in Rule 501(a) of Regulation D under the 1933 Act or U.S. Accredited Investors that also qualify as a qualified institutional buyer as defined in Rule 144A under the 1933 Act. Any securities offered and sold in the United States have been issued as "restricted securities" as defined in Rule 144(a)(3) under the 1933 Act. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act.

New Director

Carlin Gold is pleased to announce that Pete Shabestari, CPG, has agreed to join the Board of Directors replacing Dong Shim as a Director.

"We are extremely fortunate to bring such a highly experienced geologist with an extensive track record within the Great Basin to the board of directors. Pete brings a broad range of core competencies that include exploration strategies, NI 43-101 modelling & technical reporting, permitting, GIS & geologic modelling, project budgeting and oversight, safety & environmental compliance, community & indigenous relations," stated Cal Everett, Carlin Chairman.

Mr. Shabestari is an exploration executive and professional geologist with more than 30 years of domestic and international experience in mineral exploration and responsible resource development. He has spent the past 15 years with Liberty Gold and its predecessor companies, Pilot Gold and Fronteer Gold, and currently serves as Vice President of Exploration of Liberty Gold Corp. and President of Liberty Gold USA.

He has specialized in leading multidisciplinary teams in advancing projects from early-stage exploration through resource definition and feasibility. He has contributed to exploration programs resulting in the discovery of more than 10 million ounces of gold and brings extensive expertise in permitting, technical reporting, project evaluation, and community engagement. Peter holds a B.Sc. in Geology from the University of Utah and is a licensed Utah Professional Geologist and Certified Professional Geologist.

The Company would like to thank Dong Shim for his service on the board, he will remain as CFO. "We have been very fortunate to have Dong as a Director the past years while the Company operated with fiscal discipline," stated president and CEO, Quentin Mai.

Stock Options

The Company further announces that, pursuant to its stock option plan, it has granted an aggregate of 800,000 stock options to purchase 1,300,000 common shares of the Company, exercisable at a price of $1.53 per share for a period of five years from the date of grant (expiring September 29, 2031), to eligible persons of the Company.

Digital Media Partner

Pursuant to the Company's news releases dated September 22 and August 24, the Company provides additional information pursuant to the engagement of Danayi Capital Corp. ("Danayi"), a full service marketing firm based out of Vancouver, BC to provide digital marketing services for a term of 12 months, subject to renewal at the discretion of both parties. Under the terms of the agreement between Carlin Gold and Danayi, the Company has agreed to pay Danayi up to US$200,000. No compensation in the securities of the Company will be paid to Danayi. Danayi Capital Corp. is an arm's length company, owned by Mehran Bagherzadeh. Danayi is located at 550 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6 (email - Mehran@danayi.co; phone - 604-767-2983). Danayi specializes in marketing, advertising and public awareness within the metals and mining sector. To the knowledge of the Company, Danayi does not own any securities of the Company.

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 Company's intended use of the net proceeds of the Private Placement; the terms of the Warrants and Compensation Warrants, including adjustments thereto in connection with the Company's previously announced spin-out; and the completion of the Company's previously announced spin-out.

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 Company's previously announced spin-out. 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 use of proceeds changes. Readers should not place undue reliance on forward-looking information.

All of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the anticipated results or developments will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company's business, financial condition or results of operation. The Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316519

Source: Carlin Gold Corporation