LETTER OF INTENT WITH A.F.I. AUTOMATED FLOW INC. FOR REVERSE TAKEOVER

Vancouver, BC, April 3, 2002--Carlin Gold Corporation (CDNX -- CGD) (Carlin") is pleased to announce that it has entered into a letter of intent (the Letter of Intent") dated March 10, 2002 with A.F.I. Automated Flow Inc. (AFI") and its principal shareholders, pursuant to which Carlin has agreed to make an offer to purchase (the Proposed Acquisition") all of the issued and outstanding shares of AFI in consideration for an aggregate of 6,954,500common shares of Carlin at a deemed price of $0.315 per share.
AFI is a private company incorporated in 1997 under the laws of British Columbia.
AFI develops, manufactures and sells world-class SCADA technology (Supervisory Control and Data Acquisition) products for oil and gas wellhead monitoring and management and power and utilities monitoring and management. The products are also sold to the wireless communication industry and can potentially be sold to the water and sewer industry. Furthermore, AFI provides electronic-integration consulting services to energy producers to electronically monitor and manage remote oil and gas wellheads using wireless and satellite communication methods.
The research and development, design and construction and testing of all of AFIs existing and new hardware and software products are done at its headquarters in Maple Ridge, British Columbia.
The headquarters also serve as the international marketing and sales office for AFIs international clients. The company also has an office located in Calgary, Alberta, which is primarily used for sales, marketing and some engineering for the Alberta and Saskatchewan oil and gas markets. AFI currently has 9 full time employees.
AFI is an established CSA Wellhead Approved Products Manufacturer and an accredited software/hardware developer of these products.
Management of AFI believes that the company is now aggressively poised to dominate the market place and has shifted its emphasis from research and development of oil and gas SCADA products to the worldwide marketing and sales of its products.
Based on audited financial statements as at July 31, 2001, AFI had total assets of $512,995. For the fiscal year ended July 31, 2001, AFI had revenues of $893,825 as compared to $456,884 for the prior fiscal year.
The Proposed Acquisition was negotiated at arms length between the parties and as at the date of the Letter of Intent, no directors or officers of Carlin are also directors or officers of AFI.
A finders fee of 250,000 Carlin common shares will be issued in conjunction with the Proposed Acquisition to an arms length party, subject to regulatory approval and applicable prospectus exemptions.
After signing the Letter of Intent, Carlin advanced $27,000 to AFI via promissory notes. The Letter of Intent contemplates Carlin advancing AFI a further $133,000 upon the signing of a definitive agreement, subject to all necessary approvals.
In conjunction with the Proposed Acquisition, Carlin will be completing a non-brokered private placement (the "Private Placement"). Subject to regulatory approval, Carlin will complete a private placement of up to 1,500,000 units (Units") at a price of $0.40 per Unit for maximum gross proceeds of $600,000. Each Unit will be comprised of one common share and one-half of one common share purchase warrant (Warrant") of Carlin. Each whole Warrant will entitle the holder to purchase one common share for eighteen months from the date of issuance at a price of $0.50 per share in the first twelve months and $0.60 per share thereafter to maximum of eighteen months.
Carlin also intends to adopt a stock option plan permitting the grant of incentive stock options equal to 20% of the issued and outstanding common shares of Carlin. A price of $0.40 per share is hereby reserved for any grant of stock options on or around the closing of the Proposed Acquisition.
The Proposed Acquisition of the outstanding shares of AFI and issuance by Carlin of common shares in consideration thereof will constitute a reverse takeover under the policies of the Canadian Venture Exchange Inc. and as a result is subject to both shareholder and regulatory approval. Furthermore, any common shares of Carlin received by the principal shareholders of AFI as part of the transaction will be subject to any required statutory and regulatory escrow or hold periods.

Carlin is in the process of retaining a sponsor 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.

Upon completion of the Proposed Acquisition, it is anticipated that Carlin will have four directors, two of which will be nominated by the current management of Carlin and two of which will be nominated by the current management of AFI. The following is a summary of the two directors who will be nominated by the current management of AFI.
Edward Rusnak, President, Chief Executive Officer and Director
Edward Rusnak has been involved in the Oil and Gas Industry since 1959. Mr. Rusnak founded AFI in 1997 and since that time has focused his efforts in the SCADA oil and gas industry. Mr. Rusnaks past experience has been with Ceda International as Business Development Manager and with Catalytic Maintenance as a national Sales Manager. Mr. Rusnak has also owned his own polymer pipeline coating company for 13 years and has been involved with the Alaska Pipeline Project, Shaw Pipe in Woolangong, Australia, and the All American pipeline as a supplier of sacrificial pipeline coatings as a corrosion inhibitor. Mr. Rusnak has a technical background as a Polymer Chemist, Certified Instrumentation Technologist, Certified Corrosion Technologist, and Second Class Power Engineer. He has held such technical positions as Chairman of the National Association of Corrosion Engineers, and the first chairman of the Edmonton Steel Structure Painting Council. Mr. Rusnak has also developed and holds the patent rights to cross linking of isocyanurate and low ping related ashphaltic polymers for sacrificial coating in the pipeline industry. Mr. Rusnak is located at AFIs headquarters in Maple Ridge, BC.
Bishop Smith, Operations Manager and Director
Mr. Smith is located at AFI's Maple Ridge, BC, office, where he oversees AFI's daily specialty field applications, co-ordinates all oil and gas integration projects with the engineering group, co-ordinates sales and marketing and reports directly to Mr. Rusnak. Mr. Smith also assists in the implementation of AFI's assembly, laboratory final testing, final drawings, and product specifications and oversees all certification of AFIs engineered products. Mr. Smith uses his nine years of experience in the oil and gas industry to integrate AFIs products and systems in the field. He works primarily with AFI's customers on field installations and training and is directly responsible in developing AFIs reputation for pre -- engineering specifications and after-sales service and support.

Completion of the transaction is subject to a number of conditions, including but not limited to, CDNX acceptance and disinterested shareholder 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. 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 reverse takeover may not be accurate or complete and should not be relied upon. Trading in the securities of a Carlin Gold Corporation should be considered highly speculative.
The Canadian 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 the Board of Directors

Peeyush Varshney"
Peeyush Varshney

For further information, please contact:
Investor Relations, Carlin Gold Corporation
1304 -- 925 West Georgia Street
Vancouver, BC V6C 3L2
Tel: (604) 684-2181