Carolina Rush Shareholders Approve OceanaGold Transaction; Upsizes Private Placement
Carolina Rush Shareholders Approve
OceanaGold Transaction; Upsizes Private
Placement
Toronto, Ontario--(Newsfile Corp. - November 27, 2025) -
Carolina Rush Corporation (TSXV:
RUSH) (OTCQB: PUCCF) ("Carolina Rush" or the "Company")
is very pleased to announce that
shareholders have overwhelmingly approved the Company's proposed transaction with OceanaGold
Corporation ("OceanaGold") at its special meeting of shareholders held on November 26, 2025 (the
"Meeting").
At the Meeting, shareholders voted in favor of the special resolution authorizing the Company to proceed
with the earn-in to joint venture agreement (the "OceanaGold Agreement") among Carolina Rush, its
wholly-owned subsidiary Pancon Resources Carolinas Corporation and a wholly-owned subsidiary of
OceanaGold, as described in the Company's management information circular and Carolina Rush news
release dated
September 16, 2025
.
Carolina Rush President and CEO Layton Croft stated: "With 99.8% of voted shares voting in favor, well
above the required 66.7% for shareholder approval, our strategic partnership with OceanaGold is now
official. The OceanaGold Agreement grants OceanaGold an option to earn up to an 80% interest in the
Brewer Gold-Copper Project by spending up to US$20 million over the next five years, and to exercise
the underlying Brewer Option to purchase the property. The newly formed joint Technical Committee
recently approved the Stage 1 exploration program and budget to drill approximately 3,000 meters,
commencing January 5, 2026, which is expected to result in OceanaGold fulfilling its minimum
commitment of US$1.5 million. The Carolina Rush team greatly appreciates the confidence shown by
our shareholders and by new investors as we begin long-awaited deep drilling to test Brewer's porphyry
potential."
Upsizing of Non-Brokered Private Placement
Further to its news release
dated November 3, 2025
, the Company also announces that, in response to
strong investor demand, it intends to increase the size of its previously announced non-brokered private
placement offering (the "Offering") from up to C$3.0 million to up to C$3.5 million.
The Offering will now consist of up to 31,818,182 units of the Company (each, a "Unit") at a price of
C$0.11 per Unit, for aggregate gross proceeds of up to C$3.5 million. Each Unit will continue to be
comprised of one common share of the Company (a "Common Share" and one-half of one Common
Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to
acquire one additional Common Share at an exercise price of C$0.16 for a period of two years from the
date of issuance.
Closing of the Offering is expected to occur on or about December 4, 2025, and remains subject to the
approval of the TSX Venture Exchange and other customary closing conditions. All securities issued
pursuant to the Offering will be subject to a statutory hold period of four months and one day from the
date of issuance in accordance with applicable Canadian securities laws. The net proceeds of the
Offering will be used for working capital and general corporate purposes.
About Carolina Rush
Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is a Southeastern U.S.-focused
exploration company advancing 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
.
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.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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/276079