Mr. K. Wayne Livingstone reports

CARLIN ANNOUNCES PROPOSED SHARE CONSOLIDATION, PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Carlin Gold Corp. intends to complete a restructuring transaction whereby it will complete a consolidation, a private placement and a shares-for-debt transaction.

Consolidation

The consolidation will be conducted on the basis of one postconsolidated common share for every 10 preconsolidated common shares. Currently, a total of 88,939,464 common shares of the company are issued and outstanding, and, after the consolidation, the company will have approximately 8,893,946 issued and outstanding common shares.

The consolidation is subject to the approval of the TSX Venture Exchange, and, once the consolidation is approved, a new Cusip number and letter of transmittal will be sent out to registered shareholders of the company by the company's transfer agent, Computershare Trust Company of Canada. The consolidation is not subject to shareholder approval, and no name change will be completed in conjunction with the consolidation.

The board of directors of the company believes that the consolidation is in the best interest of its shareholders as it is anticipated that the consolidation will provide the company with greater flexibility to arrange financings and complete strategic transactions and mineral property acquisitions.

Private placement of units

The company also announces a non-brokered private placement offering of up to five million units at a price of 12 cents per unit (on a postconsolidation basis) to raise gross proceeds of up to $600,000.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder, on exercise thereof, to purchase one additional common share of the company at a price of 20 cents per share for a period of five years from the completion of the private placement.

The private placement is subject to all necessary regulatory approvals, including acceptance from the TSX-V. All securities issued in connection with the private placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The company intends to use the proceeds from the private placement for general working capital purposes.

Shares-for-debt transaction

The company also intends to issue 4.6 million common shares of the company at a deemed price of 15 cents per share (on a postconsolidation basis) in full and final settlement of outstanding debts totalling $772,539 owing to certain directors and officers of the company for management fees. The company is proposing to issue the settlement shares to preserve cash to finance future operations.

The issuance of settlement shares to K. Wayne Livingstone and Robert D. Thomas, each a director of the company, and to Aris Morfopoulos, the chief financial officer of the company, will each be considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The issuance of settlement shares, as it relates to the related parties, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

The debt settlement is subject to all necessary regulatory approvals, including acceptance from the TSX-V. All securities issued in connection with the debt settlement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

About Carlin Gold Corp.

Carlin controls two 100-per-cent-owned gold exploration properties in Nevada, the Cortez Summit property and the Willow property, both containing Carlin-style gold targets.

Cortez Summit lies about one kilometre northeast of the north end of Nevada Gold Mines' Goldrush deposit and east of Barrick Gold Corp.'s Fourmile resource. The Goldrush deposit, currently under development, has a reported underground mineral resource with 6.6 million ounces grading 7.8 grams per tonne indicated and 1.2 million oz grading 7.6. g/t Au inferred, for an attributable (61.5 per cent) total of 7.8 million oz (Barrick 2019 annual report) of the overall NGM resource of 12.7 million oz. The Fourmile resource, owned by Barrick and located directly north of Goldrush and west of Cortez Summit, has an indicated and inferred resource containing 2.55 million oz Au grading 10.6 g/t Au (Barrick 2021 annual report). NGM has completed a stand-alone underground feasibility study for the Goldrush deposit (Barrick third quarter 2021 report). An environmental impact statement has been completed, and a record of decision is expected in the second half of 2023 (Barrick first quarter 2023 management's discussion and analysis).

The Willow property is an early-stage project in Elko county north of the town of Wells, Nev. Willow is located within a potential new gold belt that contains the Long Canyon mine being operated by NGM.

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