Mr. Quentin Mai reports

CARLIN GOLD ANNOUNCES PROPOSED SPIN-OUT TO CREATE CARLIN GOLD ROYALTY CORPORATION

Carlin Gold Corp. has entered into an arrangement agreement dated Oct. 22, 2026, with its wholly owned subsidiary, Carlin Gold Royalty Corp. (Spinco) pursuant to which, among other things, all of the issued and outstanding common shares of Spinco will be distributed to the shareholders of Carlin Gold by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). It is anticipated that the effective time of the arrangement will be in January, 2027.

Under the arrangement: (i) each shareholder as of immediately prior to the effective time will be entitled to receive half of one Spinco share and one new common share of Carlin Gold in exchange for each Carlin Gold share held at the effective time; and (ii) each Carlin Gold option and warrant outstanding immediately prior to the effective time will be exercisable after the effective time to acquire one Carlin Gold share and half of one Spinco share. The arrangement will result in, among other things, participating shareholders holding, immediately following completion of the arrangement, all of the issued and outstanding Carlin Gold shares and Spinco shares in proportion to their holdings of Carlin Gold shares at the effective time.

In accordance with the arrangement agreement, prior to the effective time: (i) Carlin Gold's wholly owned subsidiary, Carlin Gold U.S. Inc., will enter into a royalty agreement with a wholly owned subsidiary of Spinco (Spinco U.S.) pursuant to which Carlin Gold U.S. will grant to Spinco U.S. a 5.0-per-cent net smelter returns royalty on Carlin Gold's Cortez Summit property located in Nevada, United States; (ii) Carlin Gold will assign its interest in a 1.0-per-cent net smelter returns royalty on certain mineral claims in the Mayo mining district of Yukon, Canada, owned by Senoa Gold Corp. (the Snowline royalty) to a wholly owned subsidiary of Spinco; and (iii) Carlin Gold will make a capital contribution to Spinco in the amount of $1-million.

To be effective, the arrangement must be approved by a special resolution passed by at least 66.66 per cent of the votes cast by shareholders present in person or represented by proxy at the annual general and special meeting of shareholders to be held on Nov. 30, 2026. The board of directors of Carlin Gold has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the company. Accordingly, the board unanimously recommends that shareholders vote in favour of the arrangement at the meeting.

Completion of the arrangement will also be subject to approval by the TSX Venture Exchange and the Supreme Court of British Columbia. Full details of the arrangement will be included in the management information circular that will be mailed to shareholders in connection with the meeting.

Following completion of the arrangement, Carlin Gold will continue to focus on advancing the Cortez Summit property, while Spinco will allow shareholders to capture additional long-term value through the Cortez royalty and the Snowline royalty.

Upon completion of the arrangement, (i) the Carlin Gold shares will continue trading on the TSX-V under the symbol CGD, on the OTCQB Market under the symbol CGDCF and on the Frankfurt Stock Exchange under the symbol YG20; and (ii) Spinco will be a reporting issuer in British Columbia and Alberta; however, the Spinco shares will not be listed for trading on any stock exchange immediately following completion of the arrangement.

New Era Publishing Inc. marketing engagement

The company has engaged New Era Publishing, also doing business as Katusa Research, an arm's-length service provider, to provide the company with certain investor relations and marketing services, in accordance with the policies of the TSX Venture Exchange and applicable securities laws. Based in Vancouver, B.C., New Era specializes in media and investor relations services within the natural resource sector. Under a consulting agreement dated Oct. 21, 2026, New Era will provide media relations, investor communication and market awareness services to the company for a term to conclude by June 30, 2027, for a one-time fee of $1.4-million (U.S.), payable at the commencement of services in three tranches: The first deposit due at contract signing for $250,000 and the remaining two instalments of $575,000 on March 1 and April 1, 2027. The company will not issue any securities to New Era as compensation for its services. As of the date hereof, to the company's knowledge, New Era (including its directors and officers) does not own any securities of the company. The marketing agreement with New Era is subject to TSX Venture Exchange approval.

About Carlin Gold Corp.

Carlin Gold 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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