Carolina Rush Announces C$3 Million Non-Brokered Private Placement

Core Viewpoint - Carolina Rush Corporation plans to complete a non-brokered private placement offering of up to 27,272,727 units at a price of C$0.11 per unit, aiming for gross proceeds of up to C$3 million, contingent upon shareholder approval related to a proposed transaction with OceanaGold Corporation [1][2]. Group 1: Offering Details - The offering consists of units, each comprising one common share and one-half of a common share purchase warrant, with each whole warrant allowing the purchase of one common share at C$0.16 for two years [2]. - The anticipated closing date for the offering is around December 4, 2025, pending shareholder approval at a special meeting scheduled for November 26, 2025 [2][3]. - Proceeds from the offering will be allocated for working capital and general corporate purposes [3]. Group 2: Company Background - Carolina Rush Corporation is focused on exploration in the Southeastern U.S., particularly advancing the Brewer Gold-Copper Project in South Carolina, which is near OceanaGold's Haile Gold Mine [5]. - The Brewer project is noted for its potential to host both near-surface epithermal and deeper porphyry-style mineralization [5]. Group 3: Regulatory and Compliance - The offering is subject to necessary corporate and regulatory approvals, including those from the TSX Venture Exchange [3]. - All securities issued will be subject to a hold period of four months plus a day from the issuance date, adhering to applicable securities legislation [3].