Carolina Rush Announces Closing of Brokered and Non-Brokered Private Placements for Total Gross Proceeds of $2.23 Million
Carolina Rush Announces Closing of Brokered
and Non-Brokered Private Placements for
Total Gross Proceeds of $2.23 Million
Toronto, Ontario--(Newsfile Corp. - August 15, 2023) -
Carolina Rush Corporation
(TSXV: RUSH)
(OTCQB: PUCCF) ("
Carolina Rush
" or the "
Company
") is pleased to announce that it has closed a
"best efforts" brokered private placement (the "
Brokered Offering
") with Paradigm Capital Inc. (the
"
Agent
"), acting as agent, through the issuance of 666,700 units (each, a "
Unit
") of the Company at a
price of $0.15 per Unit for gross proceeds of $100,005. In addition, the Company has closed the
concurrent non-brokered private placement (the "
Non-Brokered Offering
" and together with the
Brokered Offering, the "
Offering
") through the issuance of 14,238,236 Unit at a price of $0.15 per Unit
for gross proceeds of $2,135,735.40.
Each Unit consists of one common share in the capital of the Company (each, a "
Common Share
") and
one half of one Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each
Warrant
entitles
the holder thereof to purchase one Common Share at an exercise price of $0.20 per Common
Share until the date that is thirty-six (36) months from the date of issuance.
The net proceeds raised under the Offering will be used for the exploration and advancement of the
Company's projects in the Southeastern U.S., including drilling priority targets at the flagship Brewer
Gold-Copper Project, advancing projects on the Sawyer Gold Trend, updating technical studies, and for
general corporate and working capital purposes and payment of debt. The Common Shares and
Warrants issued pursuant to the Offering will be subject to a hold period of four months plus a day from
the date of issuance and the resale rules of applicable securities legislation.
In connection with the closing of the Brokered Offering, the Company paid the Agent a cash commission
totaling $6,000.30, through the issuance of 40,002 Units and have issued the Agent 66,670 non-
transferrable compensation warrants (each, a "
Broker Warrant
"). Each Broker Warrant entitles the
Agent to purchase one Common Share at a price of $0.15 at any time for a term of two (2) years
following the date of issuance. In connection with the closing of the Non-Brokered Offering, the Company
paid certain eligible finders (each, a "
Finder
") cash commissions in the aggregate of $45,600.60,
through the issuance of 304,004 Units, and have issued the Finders an aggregate of 506,673 Broker
Warrants.
Pursuant to the Offering, Mr. Kenneth Brown received 4,400,000 Units. Prior to the completion of the
Offering, Mr. Brown did not hold any securities of the Company. Upon completion of the Offering, Mr.
Brown beneficially owns or controls 4,400,000 Common Shares and 2,200,000 Warrants, representing
approximately 10.26% of the Company's issued and outstanding Common Shares on a non-diluted and
approximately 14.64% on a partially diluted basis. Depending on market and other conditions, or as
future circumstances may dictate, Mr. Brown may from time to time increase or decrease his holdings of
Common Shares or other securities of the Company. A copy of the early warning report will be available
on the Company's issuer profile on SEDAR+ at
www.sedarplus.ca
.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") as insiders of the Company subscribed for 1,035,000 Units pursuant to the Offering. The
Company is relying on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is
not listed on a specified market and the fair market value of the participation in the Offering by the insider
does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The
Company did not file a material change report in respect of the related party transaction at least 21 days
before the closing of the of the Offering, which the Company deems reasonable in the circumstances in
order to complete the Offering in an expeditious manner.
The Offering remains subject to the final approval of the TSX Venture Exchange.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or
sale would be unlawful.
About Carolina Rush
Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the
southeastern USA. Its flagship project is the 396.6 hectare past-producing Brewer Gold Mine Property,
located in Chesterfield County, South Carolina, 17 kilometers along trend from the producing Haile Gold
Mine. In January 2023, the Company signed exclusive mineral exploration lease and purchase option
agreements for both the 246.6 hectare New Sawyer Gold Mine Property and the 54.6 hectare Sawyer
Gold Mine Property, both located on the Sawyer Gold Trend and in Randolph County, North Carolina.
For further information, please contact:
Jeanny So, Corporate Communciations Manager
E:
T: +1.647.202.0994
For additional information please visit our new website at
http://www.TheCarolinaRush.com/
and our
Twitter feed:
@TheCarolinaRush
.
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. 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.sedar.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.
Not for Distribution to U.S. News Wire Services or for Dissemination in the United States
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https://www.newsfilecorp.com/release/177338