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Carolina Rush Announces Closing of Brokered Private Placement for Gross Proceeds of $3,227,000

03.04.2024  |  Newsfile

Toronto, April 3, 2024 - Carolina Rush Corp. (TSXV: RUSH) (OTCQB: PUCCF) ("Carolina Rush" or the "Company") is pleased to announce the closing of its previously announced "best efforts" brokered private placement (the "Offering") through the issuance of 16,135,000 units (each, a "Unit") of the Company at $0.20 per Unit (the "Issue Price") for gross proceeds of $3,227,000, which includes a partial exercise of the agent's option (as defined below).

The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by the Company, Paradigm Capital Inc. (the "Lead Agent") acting as lead agent and sole bookrunner, PI Financial Corp., and Research Capital Corporation (collectively, the Agents"). Prior to the closing of the Offering, the Agents exercised their option to sell an additional 1,115,000 Units at the Issue Price (the "Agent's Option").

Layton Croft, President and CEO, stated: "I extend heartfelt gratitude to both our existing and new shareholders who have demonstrated unwavering confidence in Carolina Rush's vision and potential. With $3.2M secured, drilling at Brewer will commence within a few weeks, targeting the newly discovered Tanyard Zone. In addition, the Company plans to implement a deep-sensing geophysical survey to help target the deeper porphyry potential at Brewer."

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.30 for a period of three years following the closing of the Offering.

The net proceeds from the Offering will be used for exploration and development, and general working capital purposes.

In connection with the closing of the Offering, the Company paid the Agents a cash commission equal to 7% of the aggregate gross proceeds of the Offering (reduced to 3% in respect of sales to certain purchasers identified by the Company) and have issued the Agents that number of broker warrants (the "Broker Warrants") equal to 7% of the number of Units sold under the Offering (reduced to 3% in respect of sales to certain purchasers identified by the Company). Each Broker Warrant entitles the holder thereof to acquire one Common Share for a period of two years from the Closing Date at an exercise price equal to the Issue Price.

The Offering remains subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the final listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 5,000,000 Units pursuant to the Offering for total consideration of $1,000,000. Prior to the Offering, Mr. Sprott did not beneficially own or control any securities of the Company. As a result of the Offering, Mr. Sprott now beneficially owns or controls 5,000,000 Common Shares and 2,500,000 Warrants representing approximately 8.5% on a non-diluted basis and 12.2% on a fully diluted basis assuming the exercise of such Warrants.

The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report with respect to the foregoing will appear on Carolina Rush's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).

About Carolina Rush

Carolina Rush Corp. (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the southeastern USA. Its flagship Brewer Gold-Copper Project is located at the past-producing, 397-hectare Brewer Gold Mine property in Chesterfield County, South Carolina, 17 kilometers along trend from the producing Haile Gold Mine. In January 2023, the Company signed exclusive mineral exploration lease and purchase option agreements for both the 246.6-hectare New Sawyer Gold Mine Property and the 54.6-hectare Sawyer Gold Mine Property, both located on the Sawyer Gold Trend and in Randolph County, North Carolina.

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 new website at www.TheCarolinaRush.com and our Twitter feed: @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, failure to receive final listing approval of the TSX Venture Exchange, 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.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204122


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Carolina Rush Corp.
Bergbau
A3D6W2
CA14416W1086

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