Carolina Rush Announces Closing of Brokered Private Placement for Gross Proceeds of $3,227,000
Carolina Rush Announces Closing of Brokered
Private Placement for Gross Proceeds of
$3,227,000
Toronto, Ontario--(Newsfile Corp. - April 3, 2024) -
Carolina Rush Corporation
(TSXV: RUSH)
(OTCQB: PUCCF) ("
Carolina Rush
" or the "
Company
") is pleased to announce the closing of its
previously announced "best efforts" brokered private placement
(the "
Offering
") through the issuance of
16,135,000 units (each, a "
Unit
") of the Company at $0.20 per Unit (the "
Issue Price
") for gross
proceeds of $3,227,000, which includes a partial exercise of the agent's option (as defined below).
The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into
by the Company, Paradigm Capital Inc. (the "
Lead
Agent
") acting as lead agent and sole bookrunner,
PI Financial Corp., and Research Capital Corporation (collectively, the
Agents
"). Prior to the closing of
the Offering, the Agents exercised their option to sell an additional 1,115,000 Units at the Issue Price
(the "
Agent's Option
").
Layton Croft, President and CEO, stated: "I extend heartfelt gratitude to both our existing and new
shareholders who have demonstrated unwavering confidence in Carolina Rush's vision and potential.
With $3.2M secured, drilling at Brewer will commence within a few weeks, targeting the newly
discovered Tanyard Zone. In addition, the Company plans to implement a deep-sensing geophysical
survey to help target the deeper porphyry potential at Brewer."
Each Unit consists of one common share in the capital of the Company (a "
Common Share
") and one-
half one Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant entitles the
holder thereof to purchase one Common Share at a price of $0.30 for a period of three years following
the closing of the Offering.
The net proceeds from the Offering will be used for exploration and development, and general working
capital purposes.
In connection with the closing of the Offering, the Company paid the Agents a cash commission equal to
7% of the aggregate gross proceeds of the Offering (reduced to 3% in respect of sales to certain
purchasers identified by the Company) and have issued the Agents that number of broker warrants (the
"
Broker Warrants
") equal to 7% of the number of Units sold under the Offering (reduced to 3% in
respect of sales to certain purchasers identified by the Company). Each Broker Warrant entitles the
holder thereof to acquire one Common Share for a period of two years from the Closing Date at an
exercise price equal to the Issue Price.
The Offering remains subject to certain closing conditions including, but not limited to, the receipt of all
necessary approvals including the final listing approval of the TSX Venture Exchange and the applicable
securities regulatory authorities. The securities issued under the Offering will be subject to a hold period
in Canada expiring four months and one day from the closing date of the offering.
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.
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 5,000,000
Units pursuant to the Offering for total consideration of $1,000,000. Prior to the Offering, Mr. Sprott did
not beneficially own or control any securities of the Company. As a result of the Offering, Mr. Sprott now
beneficially owns or controls 5,000,000 Common Shares and 2,500,000 Warrants representing
approximately 8.5% on a non-diluted basis and 12.2% on a fully diluted basis assuming the exercise of
such Warrants.
The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and
may acquire additional securities including on the open market or through private acquisitions or sell the
securities including on the open market or through private dispositions in the future depending on market
conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning report with respect to the foregoing will appear on Carolina
Rush's profile on
SEDAR+ at
www.sedarplus.ca
and may also be obtained by calling Mr. Sprott's office at (416) 945-
3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).
About Carolina Rush
Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the
southeastern USA. Its flagship Brewer Gold-Copper Project is located at the past-producing, 397-
hectare Brewer Gold Mine property 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:
Layton Croft, President and CEO or
Jeanny So, Corporate Communications Manager
E:
T: +1.647.202.0994
For additional information please visit our new website at
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, failure to receive final listing
approval of the TSX Venture Exchange, 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.ca
. 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.
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UNITED STATES
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