Carolina Rush Shareholders Approve OceanaGold Transaction; Upsizes Private Placement

Rhea-AI Summary

Carolina Rush (OTCQB: PUCCF) shareholders approved the OceanaGold transaction with 99.8% of votes in favor at the November 26, 2025 meeting. Under the agreement OceanaGold may earn up to an 80% interest in the Brewer Gold-Copper Project by spending up to US$20 million over five years and may exercise an underlying option to purchase the property.

The joint Technical Committee approved a Stage 1 drill program of ~3,000 metres commencing January 5, 2026 (minimum OceanaGold commitment US$1.5M). Carolina Rush also upsized a non-brokered private placement to up to C$3.5 million (31,818,182 units at C$0.11; warrants C$0.16, two-year term). Closing is expected on or about December 4, 2025, subject to TSXV approval and customary conditions.

Positive

• Shareholder approval at 99.8% of votes cast
• OceanaGold can earn up to 80% by funding US$20M over five years
• Stage 1 drill program: ~3,000 metres starting Jan 5, 2026
• Upsized financing: C$3.5M private placement at C$0.11/unit

Negative

• Offering issues up to 31,818,182 units and associated warrants, creating potential share overhang
• Transaction and Offering closing remain subject to TSXV approval and customary conditions

Key Figures

Shareholder approval: 99.8% of voted shares Earn-in interest: Up to 80% interest Earn-in spending: US$20 million +5 more

8 metrics

Shareholder approval 99.8% of voted shares Votes in favor of OceanaGold Agreement; threshold was 66.7%

Earn-in interest Up to 80% interest OceanaGold option in Brewer Gold-Copper Project

Earn-in spending US$20 million Total spend over five years under OceanaGold Agreement

Planned drilling 3,000 meters Stage 1 exploration program starting January 5, 2026

Minimum commitment US$1.5 million Expected OceanaGold minimum commitment in Stage 1

Upsized placement C$3.5 million Non-brokered private placement increased from C$3.0M

Units offered 31,818,182 units Units at C$0.11 in private placement

Warrant exercise price C$0.16 Exercise price per Common Share for two years

Market Reality Check

Price: $0.1000 Vol: Volume 37,540 is 1.16x th...

normal vol

$0.1000 Last Close

Volume Volume 37,540 is 1.16x the 20-day average of 32,410. normal

Technical Price at 0.0865 is trading above the 200-day MA of 0.06.

Peers on Argus

Peers show mixed moves: TGLDF -0.23%, AAUGF -20%, XXMMF 0%, BLTMF +1.1%, KSSRF -...

Peers show mixed moves: TGLDF -0.23%, AAUGF -20%, XXMMF 0%, BLTMF +1.1%, KSSRF -15.29%, suggesting company-specific factors for PUCCF.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Drilling program launch	Positive	+0.0%	Earn-in became active and Stage 1 deep drilling program approved.
Oct 15	Meeting rescheduled	Neutral	-8.0%	Special shareholder meeting rescheduled following Canada Post strike.
Oct 01	Meeting cancelled	Negative	+10.3%	Shareholder meeting cancelled due to national postal strike.
Sep 16	Major JV agreement	Positive	+3.9%	OceanaGold earn-in agreement announced for up to 80% project interest.
Aug 08	Resource report refiling	Positive	+20.0%	Refiling technical report outlining indicated and inferred Brewer resources.

Pattern Detected

Recent news has centered on the OceanaGold partnership and advancing the Brewer Gold-Copper Project, with mixed price reactions to operational and logistical updates.

Recent Company History

This announcement builds on a series of developments around the Brewer Gold-Copper Project and the OceanaGold partnership. On Sep 16, Carolina Rush detailed an Earn-In Option Agreement with up to US$20 million in spending for an 80% interest. Subsequent news in Oct and Dec 2025 focused on scheduling and activating the shareholder meeting and earn-in, and a Dec 8 update confirmed Stage 1 deep drilling of about 3,000 metres starting Jan 5, 2026. An Aug 8 technical report refiling outlined substantial indicated and inferred resources at Brewer.

Market Pulse Summary

This announcement confirmed overwhelming shareholder approval for the OceanaGold earn-in, granting a...

Analysis

This announcement confirmed overwhelming shareholder approval for the OceanaGold earn-in, granting an option to spend up to US$20 million for an 80% interest in the Brewer project, and detailed an upsized non-brokered private placement to C$3.5 million. It follows prior milestones including the initial JV agreement and a refilled technical report outlining Brewer resources. Investors may watch closing of the financing, deployment of proceeds, and execution of the planned 3,000 metres of deep drilling from January 5, 2026.

Key Terms

earn-in to joint venture agreement, non-brokered private placement, Common Share purchase warrant, TSX Venture Exchange, +1 more

5 terms

earn-in to joint venture agreement financial

"voted in favor of the special resolution authorizing the Company to proceed with the earn-in to joint venture agreement"

An earn-in to a joint venture agreement is a deal where one party gains an ownership stake in a project by meeting agreed steps—usually spending money, completing work, or hitting milestones—rather than buying in with cash upfront. For investors, it matters because it changes who controls the project, how much capital is committed, and how project risk and future returns are shared; think of it as earning a share of a group project by doing the work and paying the costs.

non-brokered private placement financial

"increase the size of its previously announced non-brokered private placement offering"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

Common Share purchase warrant financial

"one-half of one Common Share purchase warrant (each whole warrant, a "Warrant")"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

TSX Venture Exchange regulatory

"subject to the approval of the TSX Venture Exchange and other customary closing conditions"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

statutory hold period regulatory

"subject to a statutory hold period of four months and one day from the date of issuance"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - November 27, 2025) -  Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) ("Carolina Rush" or the "Company") is very pleased to announce that shareholders have overwhelmingly approved the Company's proposed transaction with OceanaGold Corporation ("OceanaGold") at its special meeting of shareholders held on November 26, 2025 (the "Meeting").

At the Meeting, shareholders voted in favor of the special resolution authorizing the Company to proceed with the earn-in to joint venture agreement (the "OceanaGold Agreement") among Carolina Rush, its wholly-owned subsidiary Pancon Resources Carolinas Corporation and a wholly-owned subsidiary of OceanaGold, as described in the Company's management information circular and Carolina Rush news release dated September 16, 2025.

Carolina Rush President and CEO Layton Croft stated: "With 99.8% of voted shares voting in favor, well above the required 66.7% for shareholder approval, our strategic partnership with OceanaGold is now official. The OceanaGold Agreement grants OceanaGold an option to earn up to an 80% interest in the Brewer Gold-Copper Project by spending up to US$20 million 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 meters, commencing January 5, 2026, which is expected to result in OceanaGold fulfilling its minimum commitment of US$1.5 million. 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 November 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 (the "Offering") from up to C$3.0 million to up to C$3.5 million.

The Offering will now consist of up to 31,818,182 units of the Company (each, a "Unit") at a price of C$0.11 per Unit, for aggregate gross proceeds of up to C$3.5 million. Each Unit will continue to be comprised of one common share of the Company (a "Common Share" and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.16 for a period of two years from the date of issuance.

Closing of the Offering is expected to occur on or about December 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

Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is a Southeastern U.S.-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 km from OceanaGold's producing Haile Gold Mine, which has 2025 production guidance of 170,000-200,000 ounces of gold (source: www.oceanagold.com).

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. This news release contains forward-looking information pertaining to the Company's 2025 Maiden MRE; that the mineral resource remains open at depth, the potential for future MRE growth from deeper drilling, and/or future exploration. 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/276079

FAQ

What did Carolina Rush shareholders vote on November 26, 2025 regarding OceanaGold (PUCCF)?

Shareholders approved the OceanaGold earn-in joint venture with 99.8% of votes in favor.

How much can OceanaGold earn in the Brewer Project and over what timeline (PUCCF)?

OceanaGold may earn up to an 80% interest by spending up to US$20 million over five years.

When does Carolina Rush plan to start drilling at Brewer and how much (PUCCF)?

The Stage 1 program is approved to drill approximately 3,000 metres, commencing January 5, 2026.

What are the terms of the upsized private placement for Carolina Rush (PUCCF)?

Up to C$3.5M via 31,818,182 units at C$0.11 each; each unit includes one share and 0.5 warrant (warrant exercise C$0.16, two-year term).

When is the private placement expected to close and are there restrictions on the securities (PUCCF)?

Closing is expected on or about Dec 4, 2025, subject to TSXV approval; securities carry a four-month-and-one-day statutory hold period.