Carolina Rush shareholders approve OceanaGold deal

Executive Summary

• Carolina Rush Corp. shareholders overwhelmingly approved (99.8% vote) the special resolution to proceed with the earn-in joint venture agreement with OceanaGold Corp. for the Brewer gold-copper project.
• The transaction grants OceanaGold an option to earn up to an 80% interest in the Brewer project by spending up to $20 million USD over five years, including an option to purchase the property.
• Concurrently, Carolina Rush announced an upsizing of its non-brokered private placement from $3.0 million to $3.5 million USD, with closing expected around December 4, 2025.

Key Details

• Shareholder Approval: 99.8% of voted shares approved the transaction, exceeding the required 66.7% threshold.
• Joint Venture Terms:
  • Parties: Carolina Rush Corp., Pancon Resources Carolinas Corp. (wholly owned subsidiary), and a wholly owned subsidiary of OceanaGold Corp.
  • Earn-In Structure: OceanaGold can earn up to 80% interest by spending up to $20 million USD over five years.
  • Purchase Option: OceanaGold holds an underlying option to purchase the Brewer property.
• Exploration Program:
  • A joint technical committee approved Stage 1 exploration.
  • Budget/Commitment: Minimum commitment of $1.5 million USD.
  • Activity: Drilling approximately 3,000 metres to test Brewer's porphyry potential.
  • Start Date: Commencing January 5, 2026.
• Private Placement Upsizing:
  • Previous Size: Up to $3.0 million.
  • New Size: Up to $3.5 million.
  • Units: Up to 31,818,182 units.
  • Price: 11 cents per unit.
  • Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercise price of 16 cents; exercisable for two years from issuance.
  • Use of Proceeds: Working capital and general corporate purposes.
  • Closing Conditions: Subject to TSX Venture Exchange approval and customary closing conditions.
  • Closing Date: Expected on or about December 4, 2025.
  • Hold Period: Statutory hold period of four months and one day from issuance.
• Project Context: Brewer is located 13 km from OceanaGold’s producing Haile gold mine (2025 production guidance: 170,000–200,000 oz Au).

Notable Quotes

• "With 99.8 per cent of voted shares voting in favour, well above the required 66.7 per cent for shareholder approval, our strategic partnership with OceanaGold is now official." — Layton Croft, President and CEO