Carolina Rush Partners with OceanaGold on the Brewer Gold-Copper Project Earn-In Deal Includes US$20 Million for Exploration Plus Purchasing Brewer Property
Carolina Rush Partners with OceanaGold on
the Brewer Gold-Copper Project
Earn-In Deal Includes US$20 Million for Exploration Plus
Purchasing Brewer Property
Toronto, Ontario--(Newsfile Corp. - September 16, 2025) - Carolina Rush Corporation (TSXV: RUSH)
(OTCQB: PUCCF) ("
Carolina Rush
" or the "
Company
") is very pleased to announce it has entered
into an Earn-In Option Agreement ("the
Agreement
") with OceanaGold Corporation (TSX: OGC)
(OTCQX: OCANF) ("
OceanaGold
") on the Company's Brewer Gold-Copper Project in South Carolina,
USA. The Agreement grants OceanaGold an option to earn an 80% interest in the Brewer Project and to
exercise Carolina Rush's underlying Brewer option (the "
Brewer Option
") to purchase the Brewer
property.
Highlights:
OceanaGold may earn a 50% interest in the Brewer Project by funding exploration expenditures of
US$8,000,000 by December 31, 2027, and an additional 30% interest (for an aggregate 80%
interest) by funding an additional US$12,000,000 by December 31, 2030 (see Table 1).
OceanaGold may exercise Carolina Rush's underlying Brewer Option at any time before it expires
on December 31, 2030, including assuming historical environmental liability in accordance with
U.S. Environmental Protection Agency (EPA) financial assurance requirements.
Upon OceanaGold earning a 50% interest, a 50:50 joint venture will be formed with standard rights
of first offer and a 2% NSR clause if either party's interest reduces to 10% or less.
If OceanaGold exercises the underlying Brewer Option before spending an aggregate of
US$20,000,000 on Brewer exploration expenditures and earning an 80% interest, Carolina Rush
will be carried until that amount has been spent.
Under the joint venture, Carolina Rush will be the initial operator of the Brewer Project and will
receive a 10% unallocated cost allowance.
The Agreement is conditional on Carolina Rush shareholder approval, to be sought at a Special
Shareholder Meeting on October 21, 2025. If shareholder approval is secured, OceanaGold will
immediately advance US$150,000 for pre-drilling expenses, and within 12 months of shareholder
approval will fund a firm minimum commitment of US$1,500,000.
Table 1: Principal Structure of the Agreement
Stage
Project Specific
Expenditures (US$)
OceanaGold Interest (%)
Milestone
Expenditure
Minimum Commitment
and Included in Stage 1
$1,500,000
0%
no longer than 12 months
following commencement*
Stage 1
$8,000,000
50%
by December 31, 2027
Stage 2
$12,000,000
80%
by December 31, 2030
Exercise of Underlying Option
Supersedes Staged Earn-in
80%
by December 31, 2030
*'Commencement' starts upon Carolina Rush shareholder approval
Carolina Rush President and CEO Layton Croft stated: "Our partnership with OceanaGold marks an
exciting new chapter in advancing the Brewer Project. OceanaGold is a growing intermediate gold and
copper producer with four producing mines around the world, including the Haile Gold Mine located 13
km from Brewer. Their technical expertise and financial support will be instrumental in determining
Brewer's porphyry potential by building on our Company's systematic exploration to date. The final step
before we start our deep drilling program with OceanaGold is to secure Carolina Rush shareholder
approval. To that end our Company's Board of Directors and Management Team strongly encourage all
Carolina Rush shareholders to vote 'yes' at our Special Shareholder Meeting on October 21, 2025."
About Carolina Rush
Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is a Southeastern U.S.-focused
exploration company advancing its 100%-owned Brewer Gold-Copper Project in South Carolina. Brewer
is a large, underexplored system with the potential to host both near-surface epithermal and deeper
porphyry-style mineralization. Brewer is located 13 km from OceanaGold's producing Haile Gold Mine,
which has 2025 production guidance of 170,000-200,000 ounces of gold (source:
www.oceanagold.com
).
For further information, please contact:
Layton Croft, President and CEO
or
Jeanny So, Corporate Communications Manager
E:
T: +1.647.202.0994
For additional information please visit our website at
http://www.TheCarolinaRush.com/
and our X feed:
https://twitter.com/TheCarolinaRush
.
Completion of the proposed transaction is subject to a number of conditions, including but not limited
to, Exchange acceptance and shareholder approval by special resolution. Where applicable, 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 or filing
statement to be prepared in connection with the transaction, any information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in
the securities of Carolina Rush Corporation should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release contains forward-looking information which is not comprised of historical facts.
Forward-looking information is characterized by words such as "plan", "expect", "project", "intend",
"believe", "anticipate", "estimate" and other similar words, or statements that certain events or
conditions "may" or "will" occur. This news release contains forward-looking information pertaining to
the Company's 2025 Maiden MRE; that the mineral resource remains open at depth, the potential for
future MRE growth from deeper drilling, and/or future exploration. Forward-looking information
involves risks, uncertainties and other factors that could cause actual events, results, and
opportunities to differ materially from those expressed or implied by such forward-looking information.
Factors that could cause actual results to differ materially from such forward-looking information
include, but are not limited to, changes in the state of equity and debt markets, fluctuations in
commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks
involved in the mineral exploration and development industry, including those risks set out in the
Company's management's discussion and analysis as filed under the Company's profile at
www.sedarplus.com
. Forward-looking information in this news release is based on the opinions and
assumptions of management considered reasonable as of the date hereof, including that all
necessary governmental and regulatory approvals will be received as and when expected. Although
the Company believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on such
information. The Company disclaims any intention or obligation to update or revise any forward-
looking information, other than as required by applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/266615