Carlin Gold Announces $21.5 Million Strategic Investment by Electrum Gold Exploration and $8.5 Million Private Placement with Canaccord Genuity

Carlin Gold Corporation (CGD) announced two separate capital raises in a financing and corporate transaction rather than an earnings release. Electrum Gold Exploration LLC agreed to subscribe for 16,538,462 units at $1.30 per unit, contributing approximately $21.5 million in a non-brokered strategic investment. Simultaneously, Canaccord Genuity Corp. was engaged for a brokered private placement of up to 6,538,462 units at $1.30 per unit, raising up to approximately $8.5 million. Canaccord also received an agent’s option for up to 980,769 additional units at $1.30, adding approximately $1.275 million to the offering.

Each unit consists of one common share and one two-year warrant with a $1.50 exercise price. These warrants are subject to anti-dilution adjustments and may be adjusted if the previously announced Cortez Summit royalty spin-out closes. Net proceeds from the transactions are designated for exploration on Nevada properties and general corporate purposes. The strategic investment and private placement are not conditional on each other.

Electrum currently owns 2,540,465 shares, representing approximately 8.1% of the company. Following the strategic investment and the Canaccord placement, Electrum is expected to own approximately 34.49% on a non-diluted basis and 40.03% on a fully diluted basis, assuming full exercise of its warrants. Electrum will become a “Control Person” under TSXV policies. The strategic investment requires shareholder approval, which is expected to be sought at the October 23, 2026 annual meeting.

Carlin Gold Corporation (CGD) announced a significant transaction that is large relative to its implied market capitalization of roughly $47.7 million. Electrum is increasing its stake from approximately 8.1% to a control position of about 34.49% non-diluted, or 40.03% fully diluted. The $1.30 unit price is far above the $0.30 unit price from the April 2026 financing and near the current market price of $1.48. Canaccord Genuity is acting as the agent for the deal, and if closed, the financing substantially addresses the going-concern funding risk highlighted in the latest MD&A.

The transaction does not constitute a drill result, resource estimate, or economic study. The company still has no revenue and no mineral deposit has yet been discovered. The dilution is substantial; the implied pre-placement share count appears to be approximately 32.2 million based on the ownership percentages in the release, versus 26.82 million shares reported at June 30, 2026. If both placements close in full, Carlin could issue approximately 23.1 million new shares from the strategic investment and base private placement, or about 24.06 million shares including the agent’s option, before warrants. Up to approximately 24.06 million additional warrants could be issued at $1.50, creating a large future overhang. The 34.49% non-diluted ownership figure assumes both the Electrum investment and the Canaccord placement close. If the Canaccord placement does not close, Electrum’s ownership would likely be higher.

Carlin Gold Corporation is a Vancouver-based exploration company holding three wholly owned properties in Nevada. Its flagship project, Cortez Summit, is located in the Cortez Gold District near NGM’s Goldrush mine and Barrick’s Fourmile resource. Historical disclosures indicate that only one drill hole penetrated the Roberts Mountain Thrust into main Carlin-type host rocks, while older reverse-circulation holes failed to reach the target.

The Ivy project is a copper-gold skarn property in the Contact Mining District, comprising 161 claims subject to a mineral royalty. Work has identified the Main Skarn Zone as approximately 1.6 km long and up to 150 m wide. A DC resistivity-IP survey outlined a continuous anomaly at least 1,500 m long and 200 to 300 m wide, open at depth below 250 m, along with a deeper anomaly at 400 to 500 m depth. The Willow project is an early-stage gold exploration site in Elko County featuring gold and arsenic targets in lower plate host rocks.

The company’s investor presentation explicitly states that a mineral deposit has not yet been discovered on any of its properties, and no resource estimates have been released. Management disclosures highlight a recent leadership transition. Quentin Mai now serves as President and CEO, and Cal Everett is Chairman and Director. Previous materials listed K. Wayne Livingstone as President/CEO, and the latest MD&A confirms that new directors and a new President/CEO were appointed in July 2026.