Carlin Gold Corp prices unit offering at CAD $1.30

The reported sold and remaining amounts exclude the Reg S portion; each Unit also carries a warrant exercisable for 24 months.

Rhea-AI Filing Summary

Carlin Gold Corp (CGDCF) reported a Rule 506(b) exempt unit offering priced at CAD $1.30 per Unit; each Unit consists of one common share and one common share purchase warrant exercisable at CAD$1.50 per share for 24 months. The notice reports $1,007,823 USD sold and $1,162,873 USD remaining to be sold, excluding the Reg S part of the offering; the reported amount sold reflects the Unit price paid. The first sale was September 29, 2026. The sales-compensation disclosure states that the agent received non-cash warrants equal to 6.0% of aggregate Units issued in the overall offering.

Filing Explained

Each Unit includes one common share, while its warrant could add another on exercise; the agent also received warrants equal to 6% of Units issued in the overall offering.

Key Figures

Total amount sold: $1,007,823 USD Total remaining to be sold: $1,162,873 USD Unit price: CAD $1.30 per Unit +3 more

6 metrics

Total amount sold $1,007,823 USD Reflects the Unit price paid; excludes the Reg S part of the offering

Total remaining to be sold $1,162,873 USD Excludes the Reg S part of the offering

Unit price CAD $1.30 per Unit Offering terms

Warrant exercise price CAD$1.50 per share Common share purchase warrant

Warrant exercise period 24 months Term of each common share purchase warrant

Non-cash warrant compensation 6.0% Of the aggregate number of Units issued in the overall offering

Key Terms

Rule 506(b), Reg S, Unit, full cash exercise, +1 more

5 terms

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Reg S regulatory

"Excludes Reg S part of the offering"

Reg S is a U.S. securities rule that allows companies to sell new stocks or bonds to investors located outside the United States without registering with U.S. regulators. Think of it as a back door for raising money abroad: it can speed up capital raising and expand the buyer pool, but comes with resale limits and compliance steps that can reduce short-term liquidity and restrict who can later trade those securities in U.S. markets.

Unit financial

"each Unit consisting of one common share and one common share purchase warrant"

A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.

full cash exercise financial

"assuming full cash exercise"

non-cash compensation financial

"non-cash compensation of warrants equal to 6.0%"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of CGDCF's offering has been sold and remains?

Carlin Gold Corp reported $1,007,823 USD sold and $1,162,873 USD remaining to be sold; these amounts exclude the Reg S part of the offering. The reported amount sold reflects the Unit price paid.

What does a CGDCF offering Unit include?

Each Unit consists of one common share and one common share purchase warrant. The warrant is exercisable at CAD$1.50 per share for 24 months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 04:36 PM EDT Accepted by SEC EDGAR 10/08/2026 - 04:35 PM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001342325

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Carlin Gold Corp

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Carlin Gold Corp
Street Address 1		Street Address 2
1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3L6	(604) 638-1402

3. Related Persons

Last Name	First Name	Middle Name
Mai	Quentin	Gregory
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shim	Don	Hyun
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomas, Jr.	Robert	Day
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ritchie	Marla	Kathleen
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Everett	Calvin	Clovis
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Livingston	Kent	Wayne
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Roberts	Craig	Anthony
Street Address 1	Street Address 2
c/o Carlin Gold Corporation	1570 - 200 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Unit offering at a price of CAD $1.30 per Unit; each Unit consisting of one common share and one common share purchase warrant exercisable at CAD $1.50 for 24 months

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Canaccord Genuity Corp.	7449
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Canaccord Genuity LLC	1020
Street Address 1	Street Address 2
40 Temperance Street, Suite 2100
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 0B4
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
COLORADO NEW YORK TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$2,170,696	USD	or Indefinite
Total Amount Sold	$1,007,823	USD
Total Remaining to be Sold	$1,162,873	USD	or Indefinite

Clarification of Response (if Necessary):

Excludes Reg S part of the offering. Total Offering Amount: Unit price paid plus exercise price of Warrants, assuming full cash exercise. Total Amount Sold: Unit price paid. Exercise price of Warrants is CAD$1.50 per share. Rate: US$1.00 = CAD$1.4189

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

4

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$50,391	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Rate: US$1.00 = CAD$1.4189. Amount does not reflect the commission paid for the Reg S portion of the offering. Agent also received non-cash compensation of warrants equal to 6.0% of the aggregate number of Units issued in the overall offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Carlin Gold Corp	/s/ Quentin Mai	Quentin Mai	President and Chief Executive Officer	2026-10-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.