Carlin Gold Announces Proposed Spin-Out to Create Carlin Gold Royalty Corporation

Carlin Gold Corporation (CGD) announced on October 22, 2026, that it has entered into an arrangement agreement with its wholly-owned subsidiary, Carlin Gold Royalty Corporation ("Spinco"), to distribute all Spinco shares to Carlin Gold shareholders through a British Columbia statutory plan of arrangement. The effective time for the transaction is anticipated for January 2027.

Under the terms of the exchange, each shareholder will receive one new Carlin Gold share plus half of one Spinco share for each Carlin Gold share held. Each outstanding Carlin Gold option and warrant will become exercisable after the effective time for one Carlin Gold share plus half of one Spinco share.

Prior to the closing of the arrangement, several asset transfers and contributions are scheduled. Carlin Gold US Inc. will grant Spinco US a 5.0% net smelter returns royalty on the Cortez Summit property in Nevada. Additionally, Carlin Gold will assign its interest in a 1.0% NSR royalty on certain mineral claims in the Mayo mining district, Yukon, owned by Senoa Gold Corp. (the "Snowline Royalty") to a Spinco subsidiary. Carlin Gold will also contribute C$1,000,000 in cash to Spinco.

The transaction requires approval by a special resolution at 66⅔% of votes cast at the annual general and special meeting on November 30, 2026, as well as approvals from the TSXV and the BC Supreme Court. The board has unanimously recommended the arrangement in favour.

Following the closing, Carlin Gold shares will continue to trade on the TSXV ("CGD"), OTCQB ("CGDCF"), and FSE ("YG20"). Spinco will become a reporting issuer in British Columbia and Alberta, but its shares will not be listed for trading on any stock exchange immediately following completion.

In a separate item within the same release, Carlin Gold engaged New Era Publishing Inc. (dba Katusa Research) for investor relations and marketing services. The agreement runs through June 30, 2027, with a one-time fee of US$1.4 million payable in three tranches: US$250,000 at signing, US$575,000 on March 1, 2027, and US$575,000 on April 1, 2027. No securities will be issued as compensation, and the engagement is subject to TSXV approval.

Carlin Gold Corporation (CGD) has executed an internal transfer of the Cortez Royalty, granting the interest from its own US subsidiary to Spinco’s US subsidiary for no cash consideration. This transaction represents a self-dealt internal transfer without third-party price discovery or valuation validation, leaving shareholders owning the same underlying claims on both sides of the split. The asset being separated is a 5.0% NSR on an exploration property where, according to the company’s prior disclosure, only one drill hole has penetrated the Roberts Mountain Thrust into main Carlin-type host rocks. Historical RC holes failed to reach the target, meaning there is no mineral deposit, resource estimate, or cash flow associated with the royalty. The royalty’s current value is limited to option value on a future discovery.

The spin-out imposes a permanent 5.0% royalty burden on the flagship Cortez Summit property, which is held by an unlisted entity outside the acquirer's control. This structure presents a negative for any future joint venture, sale, or earn-in negotiation on Cortez Summit, as a counterparty would inherit a royalty holder it cannot buy out, and Carlin Gold cannot retire the burden without dealing with Spinco. Additionally, Spinco shares are unlisted, creating an illiquid, non-price-discovered security. The reporting issuer will need its own audit, board, and filings, funded by a C$1.0 million capital contribution. There is no stated plan or timeline to list Spinco, meaning value may be created on paper but trapped in practice.

The release pairs the spin-out with a US$1.4 million marketing contract. Combined with previously disclosed agreements, the company has now committed up to roughly US$2.1 million in IR/marketing spending. This includes Danayi Capital up to US$200,000 on August 24, 2026; Equedia Network US$500,000 on October 8, 2026; and New Era/Katusa Research US$1.4 million on October 23, 2026. Against a disclosed cash balance of $2,694,846 at June 30, 2026, this represents a large promotional spend for a pre-resource explorer. Equedia is owned by Ivan Lo, described as a Carlin Gold shareholder, constituting a related-party marketing arrangement.

The transaction does not itself issue shares, but the October 23 release sits atop the still-unapproved Electrum Gold Exploration issuance of 16,538,462 units at $1.30. This issuance would make Electrum a Control Person at roughly 34.49% undiluted and 40.03% fully diluted. Voting on that issuance (excluding Electrum) occurs at the same November 30, 2026 meeting. The stock closed at $1.30 on October 22, 2026, exactly the price of both the brokered placement and Electrum's subscription, and is 28% below the September 9, 2026 high of $1.81. The market has been de-rating the stock for six weeks heading into this announcement. No new exploration or financial data is disclosed in the release.

Carlin Gold Corporation (CGD), a Vancouver-based exploration company, holds three wholly-owned properties in Nevada: the Cortez Summit gold project, the Ivy copper-gold project, and the Willow gold project, according to an October 23, 2026 release. This disclosure conflicts with an October 8, 2026 release stating the Ivy project was placed into a new entity, Ivy Copper Corp. The company has not generated revenue in any reported period.

The Cortez Summit project is a claim block in Nevada’s Cortez Gold District, adjacent to Nevada Gold Mines’ Goldrush mine, which holds 12.7 million ounces of gold, and Barrick’s Fourmile resource, which contains 7.8 million ounces. An investor presentation describes the claim block as four square miles, while an April 2026 release described it as approximately 11 square kilometres. The company targets skarn/porphyry and Carlin-type mineralization. Prior disclosure is limited; only one drill hole has penetrated the Roberts Mountain Thrust into the main Carlin-type host rocks, and historical RC holes failed to reach the target. Management previously described the property as effectively "tested by a single drill hole collared in the wrong location." Technical highlights to date are geochemical rather than grade-based, including a roadcut sample of 50 ft at 0.175 g/t Au, hole SJV 17-01D with +550 ft of strong alteration in the Upper Plate with elevated As, Sb, Hg, Tl and Au to 6.2 g/t, hole CS 12 deepened with core which penetrated the Lower Plate but bottomed above the main Goldrush host rocks, and Buckhorn at 20 ft at 0.03 opt Au.

The Ivy copper-gold project consists of 161 claims, subject to a mineral royalty, covering a 4.3 km by 1.4 km area in the Contact Mining District, Elko County. The Main Skarn Zone is roughly 1.6 km long and up to 150 m wide with disseminated chalcopyrite and bornite. A Zonge International DC resistivity-IP survey identified a continuous anomaly coincident with and beneath the MSZ, at least 1,500 m long and 200–300 m wide, open on strike and below 250 m depth, with a separate deeper anomaly at 400–500 m. The property is permitted and described as drill-ready, awaiting a rig. No drill results have ever been reported.

The Willow project is a gold exploration property in Elko County where targets are defined by elevated Au and As in lower plate host rocks with silicification and decalcification observed. The project is in the early stage with no results provided. An investor presentation explicitly states that a mineral deposit has not yet been discovered on any of the company's properties. There is no resource estimate, no preliminary economic assessment, and no production.