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Carolina Rush Shareholders Approve All Proposals at the Annual General and Special Meeting, Including Election of New Board Members

(Neutral)
(Very Positive)
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Carolina Rush (OTCQB: PUCCF, TSXV: RUSH) announced that shareholders approved all resolutions at the June 4, 2026 annual general and special meeting.

Approvals included electing five directors, appointing auditors, and adopting an omnibus long-term incentive plan, adding four independent directors with mining, capital markets, and governance experience.

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Positive

  • Shareholders approved all meeting resolutions, including board and incentive plan
  • Four new independent directors elected, expanding board to five members
  • Board chair role filled by independent director Brahm Spilfogel
  • Omnibus long-term incentive plan received shareholder approval

Negative

  • None.

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In the Jun 5 session, PUCCF gained 1.25%, reflecting a mild positive market reaction.

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Toronto, Ontario--(Newsfile Corp. - June 5, 2026) - Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) ("Carolina Rush," "Rush" or the "Company") announced that shareholders voted in favour of all resolutions brought before the meeting (the "Meeting") held on June 4, 2026, including: the election of new directors, appointment of auditors, and approval of the Company's omnibus long-term incentive plan. Details of all resolutions that were voted upon are set out in the management information circular (the "Management Information Circular") dated April 23, 2026. The Management Information Circular is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

President and CEO Layton Croft said: "I am grateful our Company has attracted an expanded board with four outstanding independent directors. It is rare for a minerals exploration company to have such seasoned and respected professionals on its board. This will ensure the highest caliber of good governance and strategic execution at this exciting and pivotal time for our Company. I thank each of Laurie Curtis, Don MacLean, Billy Webster, and our new board chair Brahm Spilfogel, for their commitments to bringing their respective technical, capital markets, entrepreneurial, civic leadership and corporate governance expertise, and integrity, to the Carolina Rush board. I also thank Gordon Babcock and David Petroff for their past service as independent directors."

Election of Directors

Shareholders approved the election of the following five directors to the Board:

  • Dr. Laurence (Laurie) Curtis
  • Don MacLean
  • Brahm Spilfogel
  • William (Billy) Webster IV
  • Thomas Layton Croft

Laurence (Laurie) Curtis, PhD – Independent Director, compensation committee chair
Dr. Curtis, based in Ontario, is a mining executive, Professional Geologist and economic geochemist with more than 40 years of global experience in exploration and mine development. He was Founder, Director and Chief Executive Officer of Intrepid Minerals and Intrepid Mines from 1995 to 2008, which discovered the Tujuh Bukit high sulfidation gold-copper porphyry deposit in Indonesia. He has consulted for major mining companies across gold, copper, uranium and nickel in Latin America, Australia and the Arctic, and previously worked as a mining research analyst with Clarus Securities and Dundee Capital Markets. He currently serves as Board Chair of TSX-listed Excellon Resources.

Don MacLean – Independent Director, nominating and corporate governance committee chair
Mr. MacLean, based in Ontario, is a mining engineer who has spent more than 40 years working in capital markets, where he is one of the most experienced precious metals analysts. He has worked as Senior Analyst and Partner with Paradigm Capital since 2003, prior to which he worked for Deutsche Bank, BMO-Nesbitt Burns and CIBC-Wood Gundy. He is highly regarded for his ability to identify promising exploration and development companies in the gold sector. His research emphasizes geologic and economic potential in companies with strong management, comparing risks and opportunities. Don also enjoys drawing on his gold team's extensive experience to help investors understand the many macro factors that influence the gold equity market.

Brahm Spilfogel – Independent Director, board chair
Mr. Spilfogel, based in Ontario, is an award-winning financial executive with more than 25 years of experience in resource portfolio management. Most recently, he served as Managing Director and Senior Portfolio Manager at RBC Global Asset Management, where he co-managed several resource-focused funds, including the RBC Global Precious Metal Fund, RBC Global Resources Fund, and the RBC Small and Mid-Cap Resources Fund, with assets exceeding $2 billion. Recognized as one of Canada's leading resource portfolio managers, Mr. Spilfogel has worked extensively with corporate boards, contributing strategic insights on governance, safety, and sustainability. His expertise spans financial analysis, mergers and acquisitions, and capital markets across the global resources sector.

William (Billy) Webster IV – Independent Director, audit committee chair
Mr. Webster, based in South Carolina, is a retired business and civic executive who built and sold four companies, creating thousands of jobs. He served as White House Fellow in the George H.W. Bush administration, Senior Aide to President Bill Clinton, and Chief of Staff for both the Governor of South Carolina and the U.S. Secretary of Education. He has served as an independent director of NASDAQ-listed Golub Capital BDC since 2010, currently chairing the audit committee. He is Adjunct Professor of health care policy at Wofford College and is actively involved in philanthropic and community initiatives.

Layton Croft – President, CEO & Executive Director
Mr. Croft, based in North Carolina, is a mining executive and entrepreneur with more than 30 years of global professional experience, including 22 years in minerals exploration and project development. He has held senior roles with Ivanhoe Mines, Rio Tinto, Peabody Energy and Duke Energy, and has served as an independent director of TSX-listed Erdene Resource Development since 2015, and as Board Chair since 2019. He has led Carolina Rush since April 2017, securing the Brewer Gold-Copper Project in 2020 and establishing the Company's strategic partnership with OceanaGold in 2025.

About Carolina Rush
Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is a mineral exploration company focused on the discovery of gold and copper deposits in the southeastern United States. The Company is advancing the Brewer Gold-Copper Project in Chesterfield County, South Carolina — a large, underexplored hydrothermal system with a near-surface epithermal gold NI 43-101 mineral resource and compelling exploration potential for deeper porphyry copper-gold mineralization. Brewer is currently being explored in partnership with OceanaGold Corporation (TSX: OGC) (NYSE: OGC) under a US$20 million earn-in agreement. Brewer is located 13 km from OceanaGold's producing Haile Gold Mine. Information from nearby properties is not necessarily indicative of the mineralization at Brewer.

For further information, please contact:
Layton Croft, President and CEO
or
Jeanny So, Corporate Communications Manager
E: info@thecarolinarush.com
T: +1.647.202.0994

For additional information please visit our website at http://www.TheCarolinaRush.com/ and our X feed: https://twitter.com/TheCarolinaRush.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company's management's discussion and analysis as filed under the Company's profile at www.sedarplus.ca. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300256

FAQ

What resolutions did Carolina Rush (OTCQB: PUCCF) shareholders approve on June 4, 2026?

Shareholders approved all resolutions, including director elections, auditor appointment, and an omnibus long-term incentive plan. According to Carolina Rush, these items were presented at the annual general and special meeting following details outlined in its April 23, 2026 management information circular.

Who was elected to the Carolina Rush (PUCCF) board at the 2026 annual meeting?

Shareholders elected five directors: Laurie Curtis, Don MacLean, Brahm Spilfogel, William (Billy) Webster IV, and Layton Croft. According to Carolina Rush, four of these are independent directors bringing mining, capital markets, governance, and civic leadership experience to the board.

What is the significance of the new independent board chair for Carolina Rush (PUCCF)?

Shareholders elected Brahm Spilfogel as independent director and board chair. According to Carolina Rush, he brings over 25 years in resource portfolio management, including leadership of multi-billion-dollar resource funds and extensive experience advising corporate boards on governance, safety, sustainability, and capital markets.

What did Carolina Rush shareholders approve about the long-term incentive plan for PUCCF?

Shareholders approved an omnibus long-term incentive plan at the June 4, 2026 meeting. According to Carolina Rush, this plan supports long-term alignment between the company, its leadership, and investors by enabling equity-based incentives in line with shareholder-approved parameters.

How does the new Carolina Rush (PUCCF) board strengthen mining and exploration expertise?

The new board adds experienced mining and finance professionals, including geologist Laurie Curtis and analyst Don MacLean. According to Carolina Rush, their backgrounds in global exploration, mine development, and gold-sector research enhance technical and capital markets oversight for its exploration projects.

What role will CEO Layton Croft play on the updated Carolina Rush (PUCCF) board?

Layton Croft continues as president, CEO, and executive director on the board. According to Carolina Rush, he brings over 30 years of global experience, including 22 years in minerals exploration and development plus prior senior roles at major mining and energy companies.