Carlin Gold Announces Proposed Spin-Out of a 5.0% Net Smelter Return Royalty on its Cortez Property to Shareholders

Carlin Gold Corporation announced a proposed spin-out of a 5.00% Net Smelter Return (NSR) royalty on its Cortez Summit Property in Nevada. The royalty will be held by a wholly-owned subsidiary, SpinCo, with SpinCo shares distributed to existing Carlin Gold shareholders via a plan of arrangement under the Business Corporations Act (British Columbia). The transaction requires definitive agreements, title diligence, and shareholder and court approvals, with completion targeted for 2026.

Concurrently, the company entered a digital marketing agreement with Danayi Capital Corp. for up to US$200,000 in services over 12 months, subject to TSX Venture Exchange acceptance. The release includes a standard disclaimer noting no assurance the transaction will proceed on described terms.

Carlin Gold Corporation (CGD) has implemented a spin-out as a corporate restructuring mechanism designed to unlock the standalone value of the Cortez royalty. This approach avoids selling the underlying property or diluting existing shareholders through a traditional equity raise. By distributing SpinCo shares to shareholders, investors can capture royalty cash flows directly if and when the Cortez property generates revenue, aligning with shareholder interests, though it does not immediately inject operating cash into Carlin Gold.

Additionally, the company entered into a digital marketing agreement, described as a minor operational expense aimed at improving investor relations visibility rather than serving as a revenue driver. The announcement does not alter the company's pre-revenue exploration status, nor does it provide immediate liquidity. It is a structural move that is incremental to previous exploration updates and financing activities. Given the lack of immediate cash infusion and the administrative nature of the spin-out, the market impact is expected to be limited and largely absorbed by existing expectations.

Carlin Gold Corporation (CGD) is a pre-revenue junior exploration company focused on three wholly-owned properties in Nevada: Cortez Summit, Ivy, and Willow.

The company’s flagship project is Cortez Summit, a 4-square-mile claim block located adjacent to NGM's Goldrush mine (12.7M oz) and Barrick's Fourmile resource (7.8M oz). The property targets skarn and porphyry mineralization in the Carlin Trend.

The Ivy Project is a copper-gold skarn property comprising 161 claims. Recent DC Resistivity-IP surveys identified a continuous anomaly at least 1.5km long and 200-300m wide, coincident with the Main Skarn Zone.

The Willow Project is an early-stage gold target with elevated Au and As in lower plate host rocks, showing silicification and decalcification.

The company is currently in the exploration stage, and no mineral deposit has been discovered on any property.