Carlin Gold Announces Closing of Brokered Private Placement for Gross Proceeds of C$9.8 Million

Carlin Gold Corporation (CGD) has closed a brokered private placement, raising approximately C$9.8 million in gross proceeds. The transaction involved the sale of 7,519,231 units at C$1.30 per unit. Each unit consists of one common share and one common share purchase warrant. The warrants are exercisable at C$1.50 per share until September 29, 2028, subject to customary anti-dilution adjustments.

Net proceeds from the offering will fund exploration on Nevada properties and general corporate purposes. The securities are subject to a statutory hold period expiring January 30, 2027.

In related corporate governance news, the company appointed Pete Shabestari, Vice President of Exploration at Liberty Gold Corp., to its Board of Directors. Shabestari replaces Dong Shim, who remains with the company as Chief Financial Officer.

Additionally, Carlin Gold Corporation granted 800,000 stock options to purchase 1,300,000 common shares at $1.53 per share, with the options expiring September 29, 2031. The company also engaged Danayi Capital Corp. for digital marketing services valued at up to US$200,000 over a 12-month period.

Carlin Gold Corporation (CGD) has closed the brokered tranche of its larger C$31.27 million financing program, which was initially announced on September 8, 2026. The closing provides immediate liquidity to advance the Cortez Summit and Ivy projects. This transaction serves as an expected follow-up to a previously announced deal.

Additionally, the strategic C$21.5 million investment from Electrum Gold Exploration LLC remains pending shareholder approval at the postponed Annual General Meeting scheduled for November 30, 2026. The company is also pursuing the spin-out of a 5.00% Net Smelter Return (NSR) royalty on the Cortez Summit property. This maneuver is designed to unlock value and potentially attract joint venture partners, though it requires court and shareholder approval and carries execution risk.

Following the announcement, the stock traded up to approximately $1.52, reflecting modest investor confidence, though it remains below the September 9 high of $1.81. The issuance of 7.5 million new units increases the share count by approximately 28% on a pre-financing basis. Combined with the pending Electrum placement, total dilution could approach 40-50% if fully executed.

The company remains in the exploration stage with no revenue, no defined resource, and an explicit going concern flag in its H1 2026 MD&A. The financing extends the cash runway but does not de-risk the underlying geology or guarantee commercial viability.

Carlin Gold Corporation (CGD) is an exploration-stage mineral company headquartered in Vancouver, BC, with wholly-owned properties in Nevada, USA. Its flagship project is the Cortez Summit, a 4-square-mile claim block strategically located adjacent to NGM's Goldrush mine (12.7M oz) and Barrick's Fourmile resource (7.8M oz). The property targets skarn and porphyry-style mineralization. Historical drilling has encountered strong alteration and elevated pathfinder elements (As, Sb, Hg, Tl, Au), but no commercial resource has been defined.

The company also holds secondary projects, including Ivy, a 161-claim Cu-Au skarn with significant IP anomalies, and Willow, which features Au-As silicification targets. The company is in the exploration stage, with no mineral deposit discovered on any property. It relies entirely on equity financing to fund exploration and maintain its going concern status.