Union Securities to Sponsor Acquisition of
Aurelius Financial Corporation and its Naneng Gold Project in Yunnan, China, by Carlin Gold Corporation

(PRWEB) January 30, 2004

Vancouver, BC (PRWEB) January 28, 2004 – As announced November 14, 2003, Carlin Gold Corporation (TSX.V – CGD.H) (“Carlin”) has entered into an agreement, dated November 13, 2003, with the shareholders of Aurelius Financial Corporation (“Aurelius”), a British Virgin Islands holding company which is at arm’s length to Carlin, to purchase all of the issued and outstanding shares of Aurelius. Closing of the purchase will be conditional upon the approval of the TSX Venture Exchange (the “Exchange”) and the shareholders of Carlin. As consideration, Carlin will issue seven million common shares to the shareholders of Aurelius at a deemed price of $ 0.21 per share.

Aurelius has now entered into a formal co-operative agreement with Yunnan Geology & Mineral Resources Co. Ltd. (“YGMR”) to acquire an 80-per-cent interest in the Naneng gold exploration project, located in the Naneng area, Funing county, Yunnan province, China. The Naneng gold project comprises two exploration permits totalling 174.06 square kilometers and an additional area of 2.16 square kilometers which adjoins and which YGMR has agreed is to be added to one of the permits. Under the terms of the co-operative agreement, Aurelius has formed a Sino-foreign joint venture co-operative company with YGMR and will invest $ 3.2-million (U.S.) over three years to earn an 80-per-cent interest in the co-operative company with a first-year minimum contribution of $ 600,000 (U.S.). After Aurelius has earned its 80-per-cent interest, contributions to the co-operative company will be made pro rata, 80 per cent by Aurelius and 20 per cent by YGMR. YGMR’s interest can be diluted to not less than 10 per cent if it elects not to make cash contributions.

Gold mineralization in the Naneng project area is fault controlled with a fault system developed along the crest of an anticlinal fold in Triassic sediments. The known gold mineralization at Naneng extends along the northwesterly trending fault system over a length of 40 kilometres. Aurelius controls this entire mineralized trend, except for approximately 12 kilometres of strike length which are held under exploration and mining permits granted to three local Chinese mining companies. The local miners are currently open-pit mining and heap leaching about 6,000 tonnes per day of oxide material grading 1.5 to 2.0 grams gold per tonne.

Exploratory work within the Naneng project along strike from the current operations has outlined geochemical soil anomalies and indications of similar style widespread mineralization along the fault system over a considerable distance. Limited testing along the target structure, including the area held by Aurelius, indicates that the depth of oxidation is variable ranging from 40 to 130 metres. Along trend, widely scattered surface trenches have provided channel samples in the oxide material ranging from 1.0 to 3.0 grams of gold per tonne over true widths of 14 to 18 metres.

The acquisition of Aurelius by Carlin is subject to completion of due diligence, including additional field visits and confirmation of the data supplied by YGMR, disinterested shareholder, and Exchange approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Union Securities, subject to completion of satisfactory due diligence, has agreed to act as sponsor to Carlin in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

On the completion of the acquisition of Aurelius, the Board of Directors of Carlin will be Ralph D. Westervelt, President, and K. Wayne Livingstone, Audrey Chen and Brian Irwin. Bi Dong will serve as Vice-President of Corporate Development. The present directors and officers of Carlin will resign.

Mr. Westervelt (President and Director) is a self employed Consulting Geological Engineer who has been continuously engaged in the mining industry since 1956 and has worked as a consultant and contractor on a variety of exploration, development and production projects in the United States, Mexico, Ecuador, Philippines, Viet Nam, Mongolia, Ghana and China. Since 1994, Mr. Westervelt has specialized in China and has visited and assessed more than 200 mining opportunities in China ranging from regional exploration plays to advanced exploration projects to major production projects.

Mr. Livingstone (Director) is a self employed geologist and mining and mineral exploration executive and has been actively engaged in the minerals industry since 1968 providing consulting services and conducting exploration for, and developing, mineral projects in North and South America. Mr. Livingstone was responsible for the identification and exploration of, and actively participated in the development of, the Crofoot Mine at Winnemuca, Nevada. The Crofoot Mine produced over 1 million ounces of gold on a heap leach basis at a rate of 17,000 tons per day. He is a founding director of New Oroperu Resources Inc. which has found and delineated the Tres Cruces gold deposit in Peru.

Ms. Audrey Chen (Director) is a partner and head of the Mining Practice Group of the Jun He Law Offices in Beijing specializing in foreign investment, banking and financing, mergers and acquisitions and general corporate practice. Ms. Chen holds an LL.M. from the University of California at Berkeley, an LL.M. from Renmin University of China and a B.A. from Beijing Normal University. She is a member of the All-China Lawyers’ Association, the American Bar Association, the State Bar of California and the State Bar of New York.

Brian Irwin (Director) is a partner of DuMoulin Black, a Vancouver based securities law firm. Mr. Irwin practices corporate, securities and natural resource law with a focus on mining and corporate finance. He is a former chairman of the natural resources subsection of the British Columbia branch of the Canadian Bar Association. Mr. Irwin has acted for varied public companies with operations in Canada, the United States, Mexico, Honduras, Chile, Switzerland, Russia and Kazakhstan. Mr. Irwin sits on the board of directors of a number of public companies and has lectured on corporate law for the Continuing Legal Education program of the Law Society of British Columbia.

Mr. Bi Dong (Vice President of Corporate Development) holds a B.Sc (Geology) from Nanjing University, China and an M.Sc. (Geology) from the University of Alberta. He was a geologist/project manager for the Fujian Bureau of Geology and Mineral Resources in China and was subsequently a visiting scientist/research technician for the Alberta Geological Survey. After receiving his M.Sc. from the University of Alberta, he sourced and assessed business opportunities for a variety of Vancouver based mineral exploration companies with projects in Ghana, Venezuela and China. He also spent almost two years as an interpreter for the Federal Government of Canada with the Immigration and Refugee Board. Subsequently, he was China project manager for a Vancouver based mining company responsible for managing and operating mineral exploration projects in China until agreeing to join Carlin.

In conjunction with the acquisition of Aurelius, Carlin will be completing a private placement of up to nine million units at $ 0.25 per unit. Each unit comprises one common share and one share purchase warrant. Each warrant will be exercisable into one common share for a period of one year from closing at $ 0.50 per share.

On completion of the acquisition, Carlin Gold Corporation will grant options to purchase a total of up to 3.1 million common shares to officers, directors, employees and consultants at $ 0.50 per share.

The vendors of the shares of Aurelius are:

Michael Baybak of La Cañada, California;

Ready Bridge Limited of Wan Chai, Hong Kong;

Anhui Yangtze Mining Co. Ltd. of Chizhou City, Anhui Province, China;

George Duggan of Glendale, California; and

George Plewes of Hamilton, Bermuda.

The Aurelius shareholders will collectively hold approximately 35.3% of the outstanding common shares of Carlin on completion of the acquisition and the private placement. Michael Baybak, the largest shareholder of Aurelius, will, on completion of the acquisition and closing of the private placement (and assuming a prior sale of 100,000 common shares), hold 5,750,000 common shares of Carlin representing 28.99% of the outstanding common shares of Carlin (17.63% fully diluted).

The common shares of Carlin are presently halted on the NEX board. These transactions constitute a reverse takeover (“RTO”) under the policies of the Exchange and are intended to effect the reactivation of Carlin. Carlin has entered into a sponsorship agreement with Union Securities in connection with the transaction. On completion of the RTO, Carlin will pay a fee to Union Securities of $ 25,000 and will issue to Union warrants to purchase 35,000 common shares of Carlin at $ 0.50 per share expiring two years from the date of issue.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Carlin should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

On behalf of Carlin Gold Corporation

“Peeyush Varshney”

Peeyush Varshney

Director

WARNING: Carlin relies upon litigation protection for “forward-looking” statements.

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