Carlin Gold Corporation (TSXV: CGD) has announced a proposed spin-out transaction that would create a new wholly-owned subsidiary, Carlin Gold Royalty Corporation, to hold royalty interests separate from the company's core Nevada exploration portfolio. The arrangement, dated October 22, 2026, would distribute shares of the new royalty entity to existing Carlin Gold shareholders. Shareholder approval is scheduled for November 30, 2026, with an anticipated effective date in January 2027. The board has unanimously recommended the transaction as fair and in shareholders' best interests.

Key Points

  • Carlin Gold Corporation (TSXV: CGD | OTCQB: CGDCF | FSE: YG20) announced the spin-out on October 23, 2026
  • Each Carlin Gold shareholder would receive half of one Spinco share and one new Carlin Gold share for every share held at the effective time
  • Carlin Gold will make a CDN$1,000,000 capital contribution to Spinco prior to the effective time
  • Investors should watch for shareholder vote results on November 30, 2026, and approvals from the TSX Venture Exchange and the Supreme Court of British Columbia

How Carlin Gold Shareholders Would Receive Spinco Shares Under the Arrangement

Under the proposed plan of arrangement under the Business Corporations Act (British Columbia), each Carlin Gold shareholder of record immediately before the effective time would receive half of one Spinco share and one new Carlin Gold share in exchange for each Carlin Gold share held. Existing options and warrants would also be adjusted so that, upon exercise after the effective time, holders would acquire one Carlin Gold share and half of one Spinco share. Following completion, participating shareholders would hold all issued and outstanding shares of both Carlin Gold and Spinco in proportion to their existing Carlin Gold holdings.

Royalty Assets and Capital Contribution Being Transferred to Spinco

Prior to the arrangement becoming effective, Carlin Gold's U.S. subsidiary will grant Spinco's U.S. subsidiary a 5.0% net smelter returns royalty on the Cortez Summit gold exploration property in Nevada's Cortez Gold District. Carlin Gold will also assign its interest in a 1.0% net smelter returns royalty on certain mineral claims in the Mayo mining district of Yukon, Canada, owned by Senoa Gold Corp., to a Spinco subsidiary. Additionally, Carlin Gold will contribute CDN$1,000,000 in capital to Spinco before the arrangement takes effect, as stated in the arrangement agreement.

Spinco's Listing Status and Carlin Gold's Continued Nevada Focus

Following the arrangement, Carlin Gold shares will continue trading on the TSXV under "CGD", on the OTCQB Market under "CGDCF", and on the Frankfurt Stock Exchange under "YG20". Spinco will become a reporting issuer in British Columbia and Alberta but will not be listed on any stock exchange immediately after the arrangement is completed. Carlin Gold, which holds three wholly-owned properties in Nevada — Cortez Summit, the Ivy copper-gold project, and the Willow gold property — will continue advancing its exploration programmes independently of the new royalty entity.

Carlin Gold Engages New Era Publishing for Investor Relations Services

Separately, Carlin Gold has engaged New Era Publishing Inc., operating as Katusa Research, to provide media relations, investor communication, and market awareness services under a consulting agreement dated October 21, 2026. The engagement runs through June 30, 2027, at a total one-time fee of US$1.4 million payable in three tranches: an initial deposit of US$250,000 at signing, followed by two instalments of US$575,000 on March 1 and April 1, 2027. The company states no securities will be issued as compensation and that the agreement is subject to TSX Venture Exchange approval.