Carlin Gold Corporation Announces Postponement of Annual Meeting of Shareholders
Carlin Gold reschedules its shareholder meeting to vote on a royalty spin-out and a $21.5 million strategic investment by Electrum.
Rhea-AI Summary
Carlin Gold Corporation (CGDCF) has postponed its Annual General Meeting of Shareholders from October 23, 2026 to November 30, 2026, which will now be held as an Annual General and Special Meeting, with a new record date of October 1, 2026.
Shareholders will be asked to consider approval of a plan of arrangement to create and spin out a 5.00% net smelter return royalty on the Cortez Summit Property in Nevada, and to approve the issuance of 16,538,462 units to Electrum Gold Exploration LLC for aggregate gross proceeds of approximately $21.5 million and the resulting creation of Electrum as a Control Person of the company. This strategic investment forms the largest part of a broader private placement for up to approximately $31.27 million.
Carlin Gold has also engaged Danayi Capital Corp. for a 12‑month digital marketing campaign, under which Danayi may be paid up to US$200,000 plus taxes and holds no interest in the company’s securities.
Positive
- Strategic investment of approximately $21.5 million from Electrum via 16,538,462 units
- Total private placement targeted at up to approximately $31.27 million in gross proceeds
- Proposed 5.00% net smelter return royalty spin-out on Cortez Summit Property
- Digital marketing mandate with Danayi up to US$200,000 to support investor outreach
Negative
- Issuance of 16,538,462 new units to Electrum implies equity dilution for existing shareholders
- Electrum becoming a Control Person concentrates ownership and influence in a single investor
- Annual meeting postponed by more than one month, delaying shareholder decisions on key transactions
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - September 22, 2026) - Carlin Gold Corporation (TSXV: GDC) ("Carlin Gold" or the "Company") today announced that its Annual General Meeting of Shareholders (the "Meeting"), which was originally scheduled to be held on October 23, 2026, has been postponed. The Meeting is now scheduled to be held on November 30, 2026 and the Meeting will now be held as an Annual General and Special Meeting of Shareholders. The new record date for the Meeting will be October 1, 2026.
On August 24, 2026, the Company announced its intention to create, and subsequently spin-out, a
At the Meeting, shareholders of the Company ("Shareholders") will be asked to consider and, if deemed advisable, approve, among other things: (i) the Arrangement (the "Arrangement Approval"); and (ii) the issuance of an aggregate of 16,538,462 Units to Electrum pursuant to the Strategic Investment and the creation of a "Control Person" (as such term is defined in the policies of the TSX Venture Exchange) of the Company, being Electrum, following completion of the Strategic Investment (the "Strategic Investment Approval").
Additional information regarding the Arrangement, the Arrangement Approval, the Strategic Investment and the Strategic Investment Approval will be included in the Company's management information circular (the "Circular") that will be sent to Shareholders in connection with the Meeting.
Digital Media Partner
The Company has engaged Danayi Capital Corp. ("Danayi") to provide 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. The Company's agreement with Danayi is dated August 24, 2026, providing for a term of 12 months and is further subject to renewal at the discretion of both parties. Under the agreement with Danayi, Danayi will be paid up to US
About Carlin Gold Corporation
Carlin Gold Corporation is a Vancouver-based exploration company with a portfolio of three wholly-owned properties in Nevada. The Company's Cortez Summit property is a gold exploration project located in Nevada's Cortez Gold District. The Company also owns the Ivy copper-gold project in Nevada's Contact Mining District and the Willow gold exploration property in Elko County, Nevada. Additional information regarding Carlin and its properties is available at Carlin Gold's website at www.carlingold.com.
For more information, please contact:
Quentin Mai
President and Chief Executive Officer
Telephone: +1 (604) 638-5622
Website: www.carlingold.com
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes statements regarding the completion of the Arrangement and the Strategic Investment; the issuance of the Units pursuant to the Strategic Investment; Electrum becoming a Control Person of the Company following completion of the Strategic Investment; the creation and spin-out of the Royalty; the approval of the Arrangement Approval and the Strategic Investment Approval by Shareholders at the Meeting; the Company sending the Circular to Shareholders in connection with the Meeting.
Forward-looking information can often be identified by the use of terms and phrases such as "will", "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee" and/or "believe", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information is based on assumptions and estimates that management considers reasonable as of the date of this news release, including assumptions regarding the satisfaction of all conditions and receipt of required approvals for the Strategic Investment and the Arrangement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including the risk that the Strategic Investment is not completed on the terms or timing currently contemplated, or at all; the required approvals for the Strategic Investment, including the Strategic Investment Approval, are delayed or not obtained; 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 required approvals for the for the Arrangement, including the Arrangement Approval, are delayed or not obtained; and the risk of unanticipated tax consequences of the Arrangement. Readers should not place undue reliance on forward-looking information.
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/315389
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the terms of Carlin Gold’s engagement with Danayi Capital Corp.?
The agreement with Danayi Capital Corp., dated August 24, 2026, has a 12‑month term and may be renewed at both parties’ discretion. Danayi will provide digital marketing services such as pay‑per‑click advertising, email campaigns, social media advertising and other digital distribution, and may be paid up to US$200,000 plus applicable taxes for an initial campaign. Danayi has no direct or indirect interest in Carlin Gold’s securities.
What properties are currently in Carlin Gold’s exploration portfolio?
Carlin Gold has three wholly owned properties in Nevada: the Cortez Summit gold exploration project in the Cortez Gold District, the Ivy copper‑gold project in the Contact Mining District, and the Willow gold exploration property in Elko County.