Carolina Rush signs earn-in deal with OceanaGold

Mr. Layton Croft reports CAROLINA RUSH PARTNERS WITH OCEANAGOLD ON THE BREWER GOLD-COPPER PROJECT Carolina Rush Corp. has entered into an earn-in option agreement with OceanaGold Corp. on the company's Brewer gold-copper project in South Carolina, United States. The agreement grants OceanaGold an option to earn an 80-per-cent interest in the Brewer project and to exercise Carolina Rush's underlying Brewer option to purchase the Brewer property. Highlights: OceanaGold may earn a 50-per-cent interest in the Brewer project by financing exploration expenditures of $8-million (U.S.) by Dec. 31, 2027, and an additional 30-per-cent interest (for an aggregate 80-per-cent interest) by financing an additional $12-million (U.S.) by Dec. 31, 2030 (see Table 1). OceanaGold may exercise Carolina Rush's underlying Brewer option at any time before it expires on Dec. 31, 2030, including assuming historical environmental liability in accordance with U.S. Environmental Protection Agency (EPA) financial assurance requirements. Upon OceanaGold earning a 50-per-cent interest, a 50:50 joint venture will be formed with standard rights of first offer and a 2-per-cent NSR clause if either party's interest reduces to 10 per cent or less. If OceanaGold exercises the underlying Brewer option before spending an aggregate of $20-million (U.S.) on Brewer exploration expenditures and earning an 80-per-cent 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-per-cent unallocated cost allowance. The agreement is conditional on Carolina Rush shareholder approval, to be sought at a special shareholder meeting on Oct. 21, 2025. If shareholder approval is secured, OceanaGold will immediately advance $150,000 (U.S.) for predrilling expenses, and within 12 months of shareholder approval will finance a firm minimum commitment of $1.5-million (U.S.). Carolina Rush president and chief executive officer 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 Oct. 21, 2025." About Carolina Rush Corp. Carolina Rush is a southeastern United States-focused exploration company advancing its 100-per-cent-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 kilometres from OceanaGold's producing Haile gold mine, which has 2025 production guidance of 170,000 to 200,000 ounces of gold. We seek Safe Harbor.