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

VANCOUVER, British Columbia, Sept. 08, 2026 (GLOBE NEWSWIRE) -- Carlin Gold Corporation (the “Company” or “Carlin”) (TSX.V: CGD) (OTCQB: CGDCF) (FSE: YG20) is pleased to announce that it has entered into a purchase agreement (“Purchase Agreement”) with Electrum Gold Exploration LLC (“Electrum” or the “Subscriber”) pursuant to which Electrum has agreed to subscribe for and purchase, by way of a non-brokered private placement, an aggregate of 16,538,462 units of the Company (the “Units”) at a price of $1.30 per Unit for aggregate gross proceeds (the “Gross Proceeds”) to the Company of approximately $21.5 million (the “Strategic Investment”).

The Company is also pleased to announce that it has entered into an engagement letter (the “Engagement Letter”) with Canaccord Genuity Corp. (the “Agent”) for a brokered private placement of up to 6,538,462 Units at a price of $1.30 per Unit for aggregate gross proceeds to the Company of up to approximately $8.5 million (the “Private Placement”). The Company has granted the Agent an option (the "Agent’s Option") to sell up to 980,769 additional Units at $1.30 per Unit for additional gross proceeds of approximately $1,275,000. The Agent’s Option is exercisable in whole or in part at any time, up to 48 hours prior to the closing of the Private Placement.

Each Unit will consist of one Common Share and one share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at an exercise price of $1.50 per Warrant Share for a period of two years following closing of the Strategic Investment or the Private Placement, as applicable, subject to customary anti-dilution adjustments, including in the event of any consolidation, subdivision or share dividend and certain distributions of cash and/or property by the Company while the Warrants are outstanding, and subject to adjustment in the event that the Company’s previously announced spin-out is completed while the Warrants are outstanding.

The Company shall use the net proceeds of the Strategic Investment and the Private Placement for exploration on its Nevada properties and for general corporate purposes.

Completion of each of the Strategic Investment and the Private Placement is subject to satisfaction of customary closing conditions for transactions of this nature, including approval of the TSXV and, in the case of the Strategic Investment, the Shareholder Approval (as defined below). Completion of the Strategic Investment and the Private Placement are not conditional on one another.

“We are thrilled that Electrum has committed to making this significant strategic investment in Carlin,” said Cal Everett, Chairman and Director of the Company. “This investment reflects strong confidence in Carlin’s strategy and the exploration potential of Cortez Summit, and will provide us with the financial flexibility to pursue an aggressive drilling program at Cortez Summit.”

Details of Strategic Investment and Early Warning Disclosure

Pursuant to the terms of the Purchase Agreement, from and after the closing of the Strategic Investment, Electrum will be entitled to certain rights provided it continues to own, directly or indirectly, 10% of the Common Shares, including: (i) the right to participate in future securities issuances by the Company, subject to certain exceptions, in order to maintain Electrum’s then-current ownership interest (on a fully-diluted basis); and (ii) the right to nominate one person to the board of directors of the Company.

Electrum and its “joint actors” (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers) currently beneficially own, control or direct, directly or indirectly, an aggregate of 2,540,465 Common Shares, representing approximately 8.1% of the outstanding Common Shares. Following completion of the Strategic Investment and the Private Placement, Electrum and its “joint actors” are expected to acquire 16,538,462 Units at a price of $1.30 per Unit for the Gross Proceeds, following which they is expected to beneficially own, control or direct, directly or indirectly, approximately 34.49% of the outstanding Common Shares on a non-diluted basis and approximately 40.03% of the outstanding Common Shares on a fully-diluted basis (assuming the full exercise of the Warrants acquired by Electrum).

Upon completion of the Strategic Investment, Electrum will be considered a “Control Person” of the Company (as that term is defined in the policies of the TSX Venture Exchange (the “TSXV”)). As required by the policies of the TSXV, the issuance of the Common Shares and Warrants comprising the Units to Electrum under the Strategic Investment is subject to the approval of the Company’s shareholders (excluding Electrum and its associates and affiliates (the “Shareholder Approval”)). The Company intends to seek the Shareholder Approval at the upcoming annual meeting of the Company’s shareholders to be held on October 23, 2026.

The Units are expected to be acquired by private agreement and not through the facilities of any market for securities of the Company as they will be issued directly by the Company to Electrum. The Company expects to rely on Section 2.3 – Accredited Investor of National Instrument 45-106 – Prospectus Exemptions for the issuance of the Units to Electrum.

Following completion of the Strategic Investment, the Units will be held by Electrum for investment purposes. Electrum and any joint actor may increase or decrease its investment, directly or indirectly, in securities of the Company from time to time, depending on the trading price of the Common Shares, market conditions or any other relevant factors.

An early warning report in respect of the Company will be filed by Electrum with applicable Canadian securities regulatory authorities. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) and will be available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Electrum is located at 600 Fifth Avenue, 24th Floor, New York, NY 10020, USA.

About Carlin Gold Corporation

Carlin Gold Corporation is a Vancouver-based exploration company with a portfolio of three wholly-owned properties in Nevada. The Company’s Cortez Summit property is a gold exploration project located in Nevada’s Cortez Gold District. The Company also owns the Ivy copper-gold project in Nevada’s Contact Mining District and the Willow gold exploration property in Elko County, Nevada. Additional information regarding Carlin and its properties is available at Carlin Gold’s website at www.carlingold.com.

For more information, please contact:
Quentin Mai
President and Chief Executive Officer
Telephone: +1 (604) 638-5622
Website: www.carlingold.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes statements regarding the completion the Strategic Investment; the Company’s intention to complete the Private Placement; the issuance of the Common Shares and Warrants comprising the Units; the Company’s intended use of the net proceeds of the Strategic Investment and the Private Placement; the terms of the Warrants, including the adjustment of the Warrants; Electrum’s expected ownership interest in the Company following completion of the Strategic Investment and the Private Placement; Electrum becoming a Control Person of the Company following completion of the Strategic Placement; Electrum being entitled to certain rights under the Purchase Agreement from and after the closing of the Strategic Investment; the Company seeking the Shareholder Approval at its upcoming annual meeting of shareholders.

Forward-looking information can often be identified by the use of terms and phrases such as “will”, “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee” and/or “believe”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Forward-looking information is based on assumptions and estimates that management considers reasonable as of the date of this news release, including assumptions regarding the satisfaction of closing conditions and receipt of required approvals for the Strategic Investment and/or the Private Placement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including the risk that the Strategic Investment and/or the Private Placement is not completed on the terms or timing currently contemplated, or at all; that the required approvals for the Strategic Investment and/or the Private Placement are delayed or not obtained; and that the use of proceeds changes. Readers should not place undue reliance on forward-looking information.

All of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the anticipated results or developments will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s business, financial condition or results of operation. The Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
69827770.5