Mr. Quentin Mai reports
CARLIN GOLD ANNOUNCES PROPOSED SPIN-OUT OF A 5.0% NET SMELTER RETURN ROYALTY ON ITS CORTEZ PROPERTY TO SHAREHOLDERS
Carlin Gold Inc. intends to create, and subsequently spin out, a 5.00-per-cent net smelter return 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 to the shareholders of Carlin Gold 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 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 spinout in 2026. The spinout 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 with Danayi Capital Corp. 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 Aug. 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 $100,000 (U.S.) for an initial digital marketing campaign and up to an additional $100,000 (U.S.) for continuing campaigns if needed, plus applicable taxes.
About Carlin Gold Corp.
Carlin Gold is a Vancouver-based exploration company with three wholly owned properties in Nevada, United States.
We seek Safe Harbor.
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