Carolina Rush Corporation holds the exclusive right to explore and acquire the Brewer Gold-Copper Project in Chesterfield County, South Carolina, under an Option Agreement originally executed in 2020 with the Brewer Gold Receiver.
The agreement provides Carolina Rush with a pathway to acquire the former Brewer Gold Mine property while continuing exploration of the broader gold-copper system identified beneath and surrounding the historic mine.
In August 2026, Carolina Rush executed the Sixth Amendment to the Brewer Option Agreement, significantly restructuring the timing of payments associated with a future acquisition of the Brewer Property.
Under the amended terms:
The revised structure better aligns potential property acquisition payments with the future development of the Brewer Gold-Copper Project rather than requiring the estimated purchase price to be funded when the acquisition closes.
All other provisions of the Brewer Option Agreement remain in effect.
Under amendments to the Brewer Option Agreement, Carolina Rush has satisfied the exploration expenditure requirement necessary to extend the option period through December 31, 2028.
The Company may further extend the option through December 31, 2029 by spending at least US$1.5 million on exploration activities at Brewer during 2028, and through December 31, 2030 by spending at least US$1.5 million on exploration activities during 2029.
This structure allows exploration and evaluation of the Brewer system to continue before a decision is required regarding the ultimate acquisition and development of the property.
If Carolina Rush exercises its option to acquire Brewer, the purchase price incorporates costs associated with the historic Brewer Gold Mine site together with amounts established under previous amendments to the Option Agreement.
Following the Sixth Amendment, the total amount is currently estimated at approximately US$27 million.
Rather than becoming payable in full at closing, the amount would be divided into 10 equal annual installments, with payments commencing only if and when new mining operations at Brewer have received all required state and federal permits.
The final purchase price remains subject to the applicable provisions of the Brewer Option Agreement and determination of the relevant amounts at the time the option is exercised.
As part of a future acquisition of Brewer, Carolina Rush would also be required to provide financial assurance relating to the property.
The required financial assurance may be satisfied using approved financial assurance mechanisms rather than requiring an equivalent cash deposit at closing.
Permitted mechanisms may include instruments such as letters of credit, surety bonds, insurance or other forms of financial assurance permitted under applicable U.S. Environmental Protection Agency requirements (View EPA’s Financial Assurance mechanisms here).
Gold was first discovered in the Brewer area during the 1820s as part of the first major gold-producing region in the United States.
Most recently, the Brewer Gold Mine operated as an open-pit oxide gold mine between 1987 and 1995, producing approximately 178,000 ounces of gold before operations ceased.
Following the closure of the mine, environmental remediation of the historic site became the responsibility of state and federal authorities. Brewer was subsequently designated a U.S. EPA Superfund site in 2005, and environmental remediation and water treatment have continued under the oversight of the appropriate authorities.
In 2019, a South Carolina court appointed the Brewer Gold Receiver to facilitate the leasing, sale or other disposition of the property, including the potential renewal of mineral exploration and mining.
Following a competitive process, Carolina Rush, then operating as Pancontinental Resources Corporation, was selected in 2020 to explore the property and entered into an exclusive mining lease and option to purchase the Brewer Property.
Since gaining access to Brewer, Carolina Rush has undertaken extensive geological, geophysical and drilling programs that have transformed the interpretation of the property from a historic shallow gold mine into a much larger gold-copper exploration system.
The Brewer Option Agreement provides Carolina Rush with long-term access to explore one of South Carolina’s most significant historic gold mining properties while preserving a contractual pathway to its future acquisition.
The 2026 Sixth Amendment further aligns the economics of acquiring Brewer with the advancement of the project: the estimated acquisition payments would begin only following the permitting of new mining operations and would then be spread over a ten-year period.
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