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.