Carolina Rush Announces C$3 Million Non-Brokered Private Placement

Executive Summary

• Carolina Rush Corp. announced a non‑brokered private placement of up to 27,272,727 units at C$0.11 per unit, targeting gross proceeds of up to C$3 million.
• Each unit consists of one common share and half of a common‑share purchase warrant (full warrant allows purchase at C$0.16 for two years).
• Closing is expected around December 4, 2025, subject to shareholder approval at the special meeting scheduled for November 26, 2025 and other regulatory approvals.

Key Details

• Units Offered: Up to 27,272,727 units (each = 1 common share + ½ warrant).
• Price per Unit: C$0.11.
• Maximum Gross Proceeds: C$3 million.
• Warrant Terms: One‑half warrant per unit; each full warrant permits purchase of one common share at C$0.16, exercisable for two years from issuance.
• Use of Proceeds: Working capital and general corporate purposes.
• Closing Conditions:
• Shareholder approval at Special Shareholder Meeting (Nov 26, 2025).
• TSX Venture Exchange and other regulatory approvals.
• Hold period of four months plus one day on all securities issued.
• Anticipated Closing Date: On or about December 4, 2025.
• Transaction Context: Offering is conditional upon completion of the proposed transaction with OceanaGold Corp.; related news releases dated Sep 16, 2025 and Oct 15, 2025 provide further details.

Notable Quotes

“We have received significant interest from current shareholders and new investors since announcing our proposed transaction with OceanaGold,” said Layton Croft, President and CEO.
“The proceeds from this financing will provide us with the flexibility and resources to continue building momentum as we move into the next phase of our growth.”