Carlin Gold spins out 5.0% NSR royalty on Cortez

Vancouver, British Columbia--(Newsfile Corp. - August 24, 2026) - Carlin Gold Inc. (TSXV: CGD) (OTCQB: CGDF) (FSE: YG20) (" Carlin Gold " or the " Company ") today announces its intention to create, and subsequently spin-out, a 5.00% net smelter return royalty (the " Royalty ") on its Cortez Summit Property located in Nevada, United States. The Royalty is expected to be granted to a wholly-owned subsidiary of the Company (" SpinCo "). The Company intends to distribute the shares of SpinCo (" SpinCo Shares ") to the shareholders of Carlin Gold (" Shareholders ") at such time, and on such basis, as management and the board of directors of the Company may determine.

The Company expects to distribute the SpinCo Shares to Shareholders pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement "). The Company will provide further information regarding the Arrangement in a subsequent news release if and when such information becomes available but is intending to complete the Spin-Out in 2026. The Spin-Out transaction will be subject to finalization of definitive agreements, customary title diligence and completion of the Arrangement including applicable shareholder and court approvals. This is the Company's current intention and this may change depending on market conditions and other considerations, as a result, there can be no assurance that the Company will proceed with the Royalty and/or the Arrangement on the terms described herein or at all.

Digital Marketing Agreement

The Company also announced that it has entered into a digital marketing agreement (the " Agreement ") with Danayi Capital Corp. (" Danayi "), located at 550 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6 (Mehran Bagherzadeh, CEO; Mehran@danayi.co ). Danayi is an arm's-length service provider to the Company.

Pursuant to the Agreement, Danayi will provide the Company with additional digital marketing services, including pay-per-click advertising, e-mail marketing campaigns, social media advertising and other digital distribution services.

Danayi does not have any interest, directly or indirectly, in the securities of the Company, and does not have any right or intent to acquire such an interest, other than pursuant to the stock options previously disclosed.

The Agreement is dated August 24, 2026 and provides for a term of 12 months, subject to acceptance by the TSX Venture Exchange.

Under the Agreement, Danayi will be paid up to US$100,000 for an initial digital marketing campaign and up to an additional US$100,000 for ongoing campaigns if needed, plus applicable taxes.

About Carlin Gold

Carlin Gold is a Vancouver based exploration company with three wholly-owned properties in Nevada, United States. For additional information, please see the Company's website at www.carlingold.com and the Company's profile on SEDAR+ at www.sedarplus.ca .

For further information, please contact:

Quentin Mai President and Chief Executive Officer Telephone: +1 (604) 638-5622 Website: www.carlingold.com

Neither the TSX Venture Exchange (" TSXV ") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical facts included in this news release constitute forward-looking statements. Forward-looking statements can frequently, but not always, be identified by use of forward-looking terminology such as "plans", "expects" "intends", "projects", "budgets", "assumes", "believes", "potential", "possible", "anticipates" or grammatical variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "should", "might" occur or the negative connotations thereof. Forward-looking statements in this news release include, but are not limited to, statements regarding: the creation and spin-out of the Royalty; granting the Royalty to Spinco; distribution of the Spinco Shares to Shareholders pursuant to the Arrangement; the Company proceeding with the Royalty and/or the Arrangement and the terms thereof; and the Company's planned digital marketing activities with Danayi.

Forward-looking statements are necessarily based upon various estimates and assumptions including, without limitation, the expectations and beliefs of management. Although the Company believes that these factors and expectations are reasonable as at the date of this news release, in light of management's experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown risks, uncertainties and other factors may cause actual results or events to differ materially from those anticipated in such forward-looking statements and undue reliance should not be placed on such statements. Such factors and risks include, without limitation: the Company may not proceed with the Royalty and/or the Arrangement on the terms described herein or at all; definitive agreements in respect of the Royalty and/or the Arrangement may not be entered into; the Company not obtaining court, shareholder, or regulatory approvals to proceed with the Arrangement; the risk of unanticipated tax consequences of the Arrangement; the market valuing the Company and SpinCo in a manner not anticipated by the Company; the risk that the anticipated benefits of the Arrangement are not realized; risks related to exploration, development and operation activities on the Cortez Property; the economic performance of the Cortez Property may not be consistent with management's expectations; the Company's exploration work may not deliver the results expected; the fluctuating price of gold; the Company may require additional financing from time to time which may not be available when needed or on acceptable terms; compliance with government regulation of mining activities; delays in obtaining, or failure to obtain, governmental permits, or non-compliance with permits; environmental and other regulatory requirements; title risks; changes to domestic and foreign laws and regulations, including those of the United States and the State of Nevada; global financial conditions and market volatility; the risk that the Company may not receive the necessary regulatory approvals in respect of the engagement of Danayi; and the other risk factors discussed in the Company's continuous disclosure documents, including its most recent management's discussion and analysis, filed under the Company's SEDAR+ profile at www.sedarplus.ca .

The forward-looking statements contained in this news release are based on information available to the Company as at the date of this news release. The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release and, accordingly, are subject to change after such date. Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking statements contained in this news release are expressly qualified by these cautionary statements. Readers should not place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311072

TMX Newsfile

August 24, 2026 - 8:57 AM PDT

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