Carolina Rush shareholders approve OceanaGold deal

Mr. Layton Croft reports CAROLINA RUSH SHAREHOLDERS APPROVE OCEANAGOLD TRANSACTION; UPSIZES PRIVATE PLACEMENT Carolina Rush Corp. shareholders have overwhelmingly approved the company's proposed transaction with OceanaGold Corp. at its special meeting of shareholders held on Nov. 26, 2025. At the meeting, shareholders voted in favour of the special resolution authorizing the company to proceed with the earn-in to joint venture agreement among Carolina Rush, its wholly owned subsidiary Pancon Resources Carolinas Corp. and a wholly owned subsidiary of OceanaGold, as described in the company's management information circular and Carolina Rush news release dated Sept. 16, 2025. Carolina Rush president and chief executive officer Layton Croft stated: "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. The OceanaGold agreement grants OceanaGold an option to earn up to an 80-per-cent interest in the Brewer gold-copper project by spending up to $20-million (U.S.) 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 metres, commencing Jan. 5, 2026, which is expected to result in OceanaGold fulfilling its minimum commitment of $1.5-million (U.S.). 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 Nov. 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 from up to $3.0-million to up to $3.5-million. The offering will now consist of up to 31,818,182 units of the company at a price of 11 cents per unit, for aggregate gross proceeds of up to $3.5-million. Each unit will continue to comprise one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of 16 cents for a period of two years from the date of issuance. Closing of the offering is expected to occur on or about Dec. 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 Corp. Carolina Rush is a Southeastern United States-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 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.