Mr. Quentin Mai reports

CARLIN GOLD FILES NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND INFORMATION CIRCULAR FOR PROPOSED SPIN-OUT

Carlin Gold Corp., further to its news release dated Oct. 23, 2026, has mailed and filed a notice of meeting and management information circular dated Oct. 30, 2026, and related meeting materials, for its annual general and special meeting of shareholders of the company. At the meeting, shareholders will consider and vote on the company's previously announced spinout transaction involving Carlin Gold Royalty Corp. (Spinco), a wholly owned subsidiary of the company, by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

At the meeting, shareholders will be asked to consider and, if thought fit, pass a special resolution approving the arrangement, pursuant to the arrangement agreement dated Oct. 22, 2026, between Carlin Gold and Spinco. Under the arrangement, each shareholder immediately prior to the effective time of the arrangement, other than a shareholder who validly exercises dissent rights, will be entitled to receive one new common share of Carlin Gold and one-half of one common share of Spinco in exchange for each existing common share of Carlin Gold held at the effective time. No fractional Spinco shares will be distributed and fractional entitlements will be rounded down to the nearest whole Spinco share without compensation. Each Carlin Gold option and warrant outstanding prior to the effective time will be exercisable after the effective time to acquire one new Carlin Gold share and one-half of one Spinco share, all as more particularly described in the meeting materials.

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 return (NSR) royalty on Carlin Gold's Cortez Summit property in Nevada, U.S.; (ii) Carlin Gold will assign its interest in a 1.0-per-cent net smelter return 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 of $1-million (Canadian).

The meeting will be held in person at Suite 1600, 1021 West Hastings St., Vancouver, B.C., on Nov. 30, 2026, at 1 p.m. Vancouver time, subject to any adjournment or postponement thereof.

The company obtained an interim order from the Supreme Court of British Columbia on Oct. 29, 2026, regarding the arrangement and authorizing, among other things, the calling and holding of the meeting to consider and vote on the arrangement.

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 resolution at the meeting.

The meeting materials contain important information regarding the arrangement and related matters, including how Shareholders can participate and vote at the meeting, the securities they are entitled to receive pursuant to the arrangement and the background to and reasons for the arrangement. Shareholders should carefully review all of the meeting materials. Shareholders of record at the close of business on Oct. 26, 2026, will be entitled to receive notice of and vote at the meeting and any postponement or adjournment thereof. The meeting materials have been filed under the company's profile on SEDAR+ and are available on the company's website.

To be effective, the arrangement must be approved by a special resolution passed by at least 66-2/3rds per cent of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting, subject to the terms of the interim order.

Subject to approval of the arrangement resolution by shareholders at the meeting, the company intends to apply to the court for the final order approving the arrangement on or about Dec. 4, 2026, or as soon thereafter as counsel may be heard. Completion of the arrangement remains subject to the required shareholder, court and TSX Venture Exchange approvals, and the satisfaction or waiver of the conditions to implementing the arrangement set out in the arrangement agreement. The effective time is anticipated to occur in January, 2027.

The new Carlin Gold shares to be issued and the Spinco shares to be distributed to shareholders pursuant to the arrangement will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States, and will be issued or distributed in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements. Securities issuable upon exercise of Carlin Gold options or warrants cannot be issued in the United States or to a person in the United States in reliance upon Section 3(a)(10), and such options or warrants may only be exercised pursuant to an effective registration statement or an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Shareholders with questions regarding the information contained in the circular may contact the company at 604-638-1402. Questions on how to complete the letter of transmittal or form of proxy should be directed to the company's depositary and transfer agent, Computershare Investor Services Inc., at 1-800-564-6253 (within North America) or 1-514-982-7555 (outside North America). Non-registered shareholders should follow the instructions provided by their broker or other intermediary.

Business following the arrangement

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.

Trading of new Carlin Gold shares and status of Spinco

Upon completion of the arrangement, the new Carlin Gold shares will continue trading on the TSX Venture Exchange under the symbol CGD, on the OTCQB Market under the symbol CGDCF and on the Frankfurt Stock Exchange under the symbol YG20. 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.

About Carlin Gold Corporation

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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