Carolina Rush Announces Closing of Private Placement

Core Viewpoint - Carolina Rush Corporation has successfully completed a non-brokered private placement offering, raising gross proceeds of approximately C$3.5 million through the issuance of 31,799,360 units at a price of C$0.11 per unit [1][3]. Group 1: Offering Details - Each unit consists of 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 gross proceeds from the offering will be allocated for general working capital purposes [3]. - The company paid cash commissions totaling $7,821 and issued 71,100 broker warrants, each allowing the purchase of one common share at $0.16 for two years [4]. Group 2: Related Party Transaction - The offering included a related party transaction, where an insider acquired 3,845,454 units, and the company is relying on exemptions from certain valuation and minority shareholder approval requirements [5]. - The company did not file a material change report regarding the related party transaction at least 21 days prior to the offering's closing, which it considers reasonable for expeditious completion [5]. Group 3: Company Overview - Carolina Rush Corporation is focused on exploration in the Southeastern U.S., particularly advancing the Brewer Gold-Copper Project in South Carolina, which is under an Earn-In Option Agreement with OceanaGold Corporation [7]. - The Brewer project is noted for its large, underexplored system with near-surface Au-Cu epithermal mineralization and potential for deeper porphyry-style mineralization, 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].