Mr. Quentin Mai reports
CARLIN GOLD ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$9.8 MILLION
Carlin Gold Corp. has closed its previously announced brokered private placement, pursuant to which an aggregate of 7,519,231 units of the company were sold at a price of $1.30 per unit for aggregate gross proceeds to the company of approximately $9.8-million, including gross proceeds resulting from the exercised option granted to the agent (as defined below).
Each unit consists of one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder to acquire one common share at an exercise price of $1.50 per warrant share at any time on or before Sept. 29, 2028. The warrants are 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 spinout is completed while the warrants are outstanding.
The private placement was conducted by Canaccord Genuity Corp. as sole bookrunner. In consideration for its services, the agent received a cash commission equal to 5 per cent of the gross proceeds and 451,153 non-transferable compensation warrants of the company. Each compensation warrant shall be exercisable for one common share at a price of $1.50 per common share at any time on or before Sept. 29, 2028. The compensation warrants are subject to customary anti-dilution adjustments, similar to those noted above in respect of the warrants.
The company intends to use the net proceeds from private placement for exploration on its Nevada properties and for general corporate purposes.
All securities issued pursuant to the private placement are subject to a statutory hold period expiring on Jan. 30, 2027, in accordance with applicable Canadian securities laws.
New director
Carlin Gold is pleased to announce that Pete Shabestari, CPG, has agreed to join the board of directors replacing Dong Shim as a director.
"We are extremely fortunate to bring such a highly experienced geologist with an extensive track record within the Great basin to the board of directors. Pete brings a broad range of core competencies that include exploration strategies, NI 43-101 modelling and technical reporting, permitting, GIS and geologic modelling, project budgeting and oversight, safety and environmental compliance, [and] community and indigenous relations," stated Cal Everett, Carlin chairman.
Mr. Shabestari is an exploration executive and professional geologist with more than 30 years of domestic and international experience in mineral exploration and responsible resource development. He has spent the past 15 years with Liberty Gold and its predecessor companies, Pilot Gold and Fronteer Gold, and currently serves as vice-president of exploration of Liberty Gold Corp. and president of Liberty Gold USA.
He has specialized in leading multidisciplinary teams in advancing projects from early-stage exploration through resource definition and feasibility. He has contributed to exploration programs resulting in the discovery of more than 10 million ounces of gold and brings extensive expertise in permitting, technical reporting, project evaluation and community engagement. Mr. Shabestari holds a BSc in geology from the University of Utah and is a licensed Utah professional geologist and certified professional geologist.
The company would like to thank Mr. Shim for his service on the board. He will remain as chief financial officer. "We have been very fortunate to have Dong as a director the past years while the company operated with fiscal discipline," stated president and chief executive officer Quentin Mai.
Stock options
The company further announces that, pursuant to its stock option plan, it has granted an aggregate of 800,000 stock options to purchase 1.3 million common shares of the company, exercisable at a price of $1.53 per share for a period of five years from the date of grant (expiring Sept. 29, 2031) to eligible persons of the company.
Digital media partner
Pursuant to the company's news releases dated Sept. 22 and Aug. 24, the company provides additional information pursuant to the engagement of Danayi Capital Corp., a full service marketing firm based out of Vancouver, B.C., to provide digital marketing services for a term of 12 months, subject to renewal at the discretion of both parties. Under the terms of the agreement between Carlin Gold and Danayi, the company has agreed to pay Danayi up to $200,000 (U.S.). No compensation in the securities of the company will be paid to Danayi. Danayi is an arm's-length company, owned by Mehran Bagherzadeh. Danayi specializes in marketing, advertising and public awareness within the metal and mining sector. To the knowledge of the company, Danayi does not own any securities of the company.
About Carlin Gold Corp.
Carlin 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.
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