Carolina Rush Shareholders Approve OceanaGold Transaction; Upsizes Private Placement

Core Points - Carolina Rush Corporation has received overwhelming shareholder approval for its transaction with OceanaGold Corporation, with 99.8% of voted shares in favor, surpassing the required 66.7% [3] - The agreement allows OceanaGold to earn up to an 80% interest in the Brewer Gold-Copper Project by investing up to US$20 million over the next five years [3] - A joint Technical Committee has approved a Stage 1 exploration program to drill approximately 3,000 meters, starting January 5, 2026, with a minimum commitment of US$1.5 million from OceanaGold [3] Private Placement - In response to strong investor demand, Carolina Rush plans to increase its non-brokered private placement offering from up to C$3.0 million to C$3.5 million [4] - The offering will consist of up to 31,818,182 units at a price of C$0.11 per unit, aiming for aggregate gross proceeds of up to C$3.5 million [5] - Each unit includes one common share and one-half of a common share purchase warrant, with warrants exercisable at C$0.16 for two years [5] Closing and Use of Proceeds - The closing of the offering is expected around December 4, 2025, pending approval from the TSX Venture Exchange [6] - Net proceeds from the offering will be allocated for working capital and general corporate purposes [6] Company Overview - Carolina Rush Corporation is focused on the Brewer Gold-Copper Project in South Carolina, which is considered a large, underexplored system with potential for both near-surface and deeper mineralization [7] - The Brewer project is located 13 km from OceanaGold's Haile Gold Mine, which has a production guidance of 170,000-200,000 ounces of gold for 2025 [7]