Carolina Rush Announces Brokered Private Placement and Extension of Non-Brokered Private Placement

July 28, 2023 6:30 AM EDT | Source: Carolina Rush Corporation

Toronto, Ontario--(Newsfile Corp. - July 28, 2023) - Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) ("Carolina Rush" or the "Company") announces that it has entered into an engagement agreement (the "Engagement Agreement") with Paradigm Capital Inc. ( the "Agent") pursuant to which Agent will act as agent to sell up to 1,333,400 units of the Company (the "Units") at a price of $0.15 per Unit (the "Unit Price") for gross proceeds to the Company of up to C$200,010 (the "Brokered Offering").

In addition, the Company announces that further to its press release of June 19, 2023, the Company has applied to the TSX Venture Exchange for an extension of its price protection for an addition 30 days in order to complete its non-brokered private placement offering of a minimum of 13,333,334 Units to a maximum of up to 20,000,000 Units at a price of $0.15 per Unit for gross proceeds of a minimum of $2,000,000 up to a maximum of $3,000,000 (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offering").

Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one half of one whole Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle 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 Brewer gold-copper project, advancing the Sawyer gold project, for general corporate and working capital purposes and payment of debt.

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 past-producing Brewer Gold Mine, located in Chesterfield County, South Carolina, 17 kilometers along trend from the producing Haile Gold Mine. Carolina Rush's 100%-owned, 648 hectare Jefferson Gold Project is continuous with and mostly surrounds the 389 hectare Brewer property. 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 Communciations Manager
T: +1.647.202.0994

For additional information please visit our new website at 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 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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