Carolina Rush arranges $3-million private placement

Executive Summary

• Carolina Rush Corp. announced a non-brokered private placement of up to 27,272,727 units at $0.11 per unit, raising gross proceeds of up to $3 million.
• The financing is conditional upon shareholder approval for the company's proposed transaction with OceanaGold Corp.
• Proceeds will be used for working capital and general corporate purposes, with closing anticipated around December 4, 2025.

Key Details

• Transaction Structure: Non-brokered private placement of up to 27,272,727 units.
• Price: $0.11 CAD per unit.
• Gross Proceeds: Up to $3 million CAD.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $0.16 CAD.
• Warrant Expiry: Two years following the date of issuance.
• Use of Proceeds: Working capital and general corporate purposes.
• Closing Date: Anticipated on or about December 4, 2025.
• Conditions Precedent:
  • Shareholder approval for the proposed transaction with OceanaGold Corp.
  • Approval of the TSX Venture Exchange.
  • Receipt of all necessary corporate and regulatory approvals.
• Special Meeting: Scheduled for November 26, 2025, to vote on the OceanaGold transaction.
• Hold Period: Four months plus one day from the date of issuance.

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 chief executive officer of Carolina Rush. "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."