Carolina Rush signs earn-in deal with OceanaGold

Executive Summary

• Carolina Rush Corp. entered an earn‑in option agreement with OceanaGold Corp., granting OceanaGold the right to acquire up to an 80% interest in the Brewer gold‑copper project.
• Financing milestones: $8 M by 12/31/2027 for a 50% stake; additional $12 M by 12/31/2030 for a total 80% stake, plus an immediate $150 k pre‑drilling advance and a $1.5 M minimum commitment within 12 months of shareholder approval.
• The deal is contingent on Carolina Rush shareholder approval at a special meeting on Oct. 21 2025; upon approval, Carolina Rush will remain operator with a 10% cost allowance and a 2% NSR clause under certain conditions.

Key Details

• Option Structure: OceanaGold may earn up to an 80% interest in the Brewer project by meeting two financing thresholds ($8 M for 50%; additional $12 M for total 80%).
• Underlying Purchase Option: OceanaGold can exercise Carolina Rush’s existing Brewer option any time before 12/31/2030, including assuming historic EPA environmental liabilities.
• Joint Venture Terms: Upon reaching a 50% interest, a 50:50 JV is formed; standard right‑of‑first‑offer applies; a 2% Net Smelter Return (NSR) clause triggers if either party’s stake falls to ≤10%.
• Operator & Cost Allowance: Carolina Rush remains the initial operator and receives a 10% unallocated cost allowance on project expenditures.
• Shareholder Approval: Required at a special meeting scheduled for Oct. 21 2025; approval triggers immediate $150,000 pre‑drilling funding from OceanaGold.
• Subsequent Funding Commitment: Within 12 months of shareholder approval, OceanaGold will provide a firm minimum commitment of $1.5 M toward exploration.
• Carried Interest Provision: If OceanaGold exercises the underlying option before spending a total of $20 M on exploration, Carolina Rush’s interest is “carried” until that amount is reached.

Notable Quotes

“Our partnership with OceanaGold marks an exciting new chapter in advancing the Brewer project… Their technical expertise and financial support will be instrumental in determining Brewer's porphyry potential…” – Layton Croft, President & CEO, Carolina Rush Corp.