Carolina Rush Secures C$3M Financing to Advance Gold-Copper Project Near OceanaGold Assets

Carolina Rush has raised C$3 million to advance its Brewer Gold-Copper Project during negotiations for a proposed transaction with OceanaGold. This funding will support working capital and corporate growth, including partnership discussions with the mining company. The Brewer Project's strategic location near OceanaGold's Haile Gold Mine in South Carolina could create operational synergies by targeting both near-surface and deeper mineralization. While proximity to an established operation may reduce infrastructure costs and accelerate development, the transaction remains subject to shareholder and regulatory approvals, with exploration risks still affecting execution timelines.

Deal Mechanics: Non-Brokered Placement Terms & Timeline

Carolina Rush has announced a non-brokered private placement of 27.3 million units at C$0.11 per unit, raising approximately C$3 million. The offering requires shareholder approval on November 26, 2025 according to reports, with closing anticipated by December 4, 2025. Proceeds will fund working capital and corporate growth, including the proposed transaction with OceanaGold. Each unit includes a warrant exercisable at C$0.16 for two years, but shares face a four-month regulatory hold period, limiting liquidity until early 2026. The financing supports the Brewer Gold-Copper Project in South Carolina, near OceanaGold's Haile Mine. Risks include regulatory delays and hold period constraints on investor exits.

Bridging Operational Funding Secured

In the context of evaluating its proposed transaction with OceanaGold, Carolina Rush secured C$3 million in bridging operational funding. The financing consisted of 27.3 million units sold at C$0.11 each, which included warrants, and was subject to shareholder approval on November 26, 2025, and regulatory approvals. Closing is anticipated by December 4, 2025, and the deal positions the company near OceanaGold's Haile Gold Mine in South Carolina. The proceeds will directly support working capital and corporate purposes, including advancing the transaction process and the company's growth strategy. This funding provides essential runway for ongoing exploration and due diligence activities without requiring interim fundraising, leveraging strong investor interest in the proposed partnership.

Transaction Progression Risks and Near-Term Catalysts

Carolina Rush is executing a financing to fund its proposed OceanaGold transaction. The company announced a C$3 million non-brokered private placement priced at C$0.11 per unit, pending shareholder approval on November 26, 2025. This offering, which includes a common share and a half-warrant with a two-year exercise price of C$0.16 each, reflects significant investor interest supporting the partnership strategy. Closing is anticipated by December 4, 2025, subject to regulatory and shareholder approvals. The proceeds will boost working capital and corporate growth initiatives, particularly focused on advancing the Brewer Gold-Copper Project near OceanaGold's operational asset.

Key near-term catalysts align with the transaction timeline. The November 26 shareholder vote represents a critical milestone, requiring approval for the financing and the underlying OceanaGold transaction. Success here enables the December 4 closing. However, investors should note potential dilution from the issued warrants, exercisable at a premium to the placement price, and a mandatory four-month regulatory hold period restricting immediate resale of newly acquired shares. These factors present execution risks alongside the financing's conditional structure. While the strong investor response is encouraging, the transaction remains subject to shareholder and regulatory consent. Successfully navigating these steps clears the path for advancing the Brewer Project development strategy.