Carlin Gold Files Notice of Annual General and Special Meeting and Information Circular for Proposed Spin-Out

Carlin Gold Corporation (CGD) has filed its management information circular for the Annual General and Special Meeting of Shareholders, which is scheduled for November 30, 2026. The primary agenda item is a vote on a statutory plan of arrangement to spin out Carlin Gold Royalty Corporation, referred to as Spinco. Under the proposed terms, shareholders will receive one new Carlin Gold share and 0.5 Spinco share for each existing share held.

Carlin Gold will retain its exploration assets, including the Cortez Summit, Ivy copper-gold, and Willow gold properties. Spinco will receive a 5.0% Net Smelter Returns (NSR) royalty on Cortez Summit and a 1.0% NSR royalty on mineral claims in the Mayo mining district, Yukon. Prior to completion, Carlin Gold will make a CDN$1,000,000 capital contribution to Spinco.

The transaction requires a special resolution of at least 66⅔% of votes cast, followed by Supreme Court of BC approval, with a final order expected on December 4, 2026, and TSXV approval. Effective completion is anticipated in January 2027. Spinco will be a reporting issuer in BC and Alberta but will not be listed immediately.

Carlin Gold Corporation (CGD) has filed documents that formalize the procedural timeline for its previously announced corporate restructuring. The filing confirms the exchange ratio, asset allocation, and capital contribution structure without introducing new terms. This move serves as a direct follow-up to the arrangement agreement announced on October 23 and the initial spin-out announcement made on August 24.

The spin-out separates the exploration entity from the royalty-holding entity, allowing the market to potentially value the royalty stream independently once Spinco achieves reporting issuer status or lists. The market was fully aware of the transaction's intent and structure. While the development advances the execution of a value-accretive restructuring, it is considered a routine administrative step rather than a new catalyst. Execution risk remains until the November 30 shareholder vote and subsequent court approval are secured.

Carlin Gold Corporation (CGD) is an exploration-stage company focused on gold and copper projects in Nevada, USA. Its flagship asset is the Cortez Summit property, which covers approximately 11 square kilometers and targets skarn and porphyry mineralization. The property is located adjacent to NGM’s Goldrush mine, which holds 12.7 million ounces of gold, and Barrick’s Fourmile resource, containing 7.8 million ounces. To date, only one drill hole has successfully penetrated the Roberts Mountain Thrust into the main Carlin-type host rocks.

The company also holds the Ivy copper-gold project, which consists of 161 claims. This asset is drill-ready and permitted, with strong IP anomalies identified. Additionally, Carlin Gold Corporation owns the Willow gold property, where targets have been defined with elevated gold and arsenic levels in lower plate host rocks. The company remains in the exploration stage, with no mineral deposit discovered and no commercial production or resource estimates achieved.