Toronto, Ontario–(Newsfile Corp. – August 15, 2023) – Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) (“Carolina Rush” or the “Company“) is pleased to announce that it has closed a “best efforts” brokered private placement (the “Brokered Offering“) with Paradigm Capital Inc. (the “Agent“), acting as agent, through the issuance of 666,700 units (each, a “Unit“) of the Company at a price of $0.15 per Unit for gross proceeds of $100,005. In addition, the Company has closed the concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offering“) through the issuance of 14,238,236 Unit at a price of $0.15 per Unit for gross proceeds of $2,135,735.40.

Each Unit consists of one common share in the capital of the Company (each, a “Common Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.20 per Common Share until the date that is thirty-six (36) months from the date of issuance.

The net proceeds raised under the Offering will be used for the exploration and advancement of the Company’s projects in the Southeastern U.S., including drilling priority targets at the flagship Brewer Gold-Copper Project, advancing projects on the Sawyer Gold Trend, updating technical studies, and for general corporate and working capital purposes and payment of debt. The Common Shares and Warrants issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

In connection with the closing of the Brokered Offering, the Company paid the Agent a cash commission totaling $6,000.30, through the issuance of 40,002 Units and have issued the Agent 66,670 non-transferrable compensation warrants (each, a “Broker Warrant“). Each Broker Warrant entitles the Agent to purchase one Common Share at a price of $0.15 at any time for a term of two (2) years following the date of issuance. In connection with the closing of the Non-Brokered Offering, the Company paid certain eligible finders (each, a “Finder“) cash commissions in the aggregate of $45,600.60, through the issuance of 304,004 Units, and have issued the Finders an aggregate of 506,673 Broker Warrants.

Pursuant to the Offering, Mr. Kenneth Brown received 4,400,000 Units. Prior to the completion of the Offering, Mr. Brown did not hold any securities of the Company. Upon completion of the Offering, Mr. Brown beneficially owns or controls 4,400,000 Common Shares and 2,200,000 Warrants, representing approximately 10.26% of the Company’s issued and outstanding Common Shares on a non-diluted and approximately 14.64% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Brown may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as insiders of the Company subscribed for 1,035,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

The Offering remains subject to the final approval of the TSX Venture Exchange.

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.

About Carolina Rush

Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the southeastern USA. Its flagship project is the 396.6 hectare past-producing Brewer Gold Mine Property, located 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:
Jeanny So, Corporate Communications Manager
E: info@thecarolinarush.com
T: +1.647.202.0994

For additional information please visit our new website at http://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, 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.sedar.com. 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.

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