Mr. Layton Croft reports
CAROLINA RUSH SHAREHOLDERS APPROVE ALL PROPOSALS AT THE ANNUAL GENERAL AND SPECIAL MEETING, INCLUDING ELECTION OF NEW BOARD MEMBERS
Shareholders voted in favour of all resolutions brought before the meeting held on June 4, 2026, including the election of new directors, appointment of an auditor and approval of the company's omnibus long-term incentive plan. Details of all resolutions that were voted upon are set out in the management information circular dated April 23, 2026. The management information circular is available on the company's profile on SEDAR+.
President and chief executive officer Layton Croft said: "I am grateful our company has attracted an expanded board with four outstanding independent directors. It is rare for a minerals exploration company to have such seasoned and respected professionals on its board. This will ensure the highest calibre of good governance and strategic execution at this exciting and pivotal time for our company. I thank each of Laurie Curtis, Don MacLean, Billy Webster and our new board chair, Brahm Spilfogel, for their commitments to bringing their respective technical, capital markets, entrepreneurial, civic leadership and corporate governance expertise, and integrity to the Carolina Rush board. I also thank Gordon Babcock and David Petroff for their past service as independent directors."
Election of directors
Shareholders approved the election of the following five directors to the board:
- Dr. Laurence (Laurie) Curtis;
- Don MacLean;
- Brahm Spilfogel;
- William (Billy) Webster IV;
- Thomas Layton Croft.
Dr. Laurence (Laurie) Curtis, PhD -- independent director and compensation committee chair
Dr. Curtis, based in Ontario, is a mining executive, professional geologist and economic geochemist with more than 40 years of global experience in exploration and mine development. He was founder, director and chief executive officer of Intrepid Minerals and Intrepid Mines from 1995 to 2008, which discovered the Tujuh Bukit high-sulphidation gold-copper porphyry deposit in Indonesia. He has consulted for major mining companies across gold, copper, uranium and nickel in Latin America, Australia and the Arctic and previously worked as a mining research analyst with Clarus Securities and Dundee Capital Markets. He currently serves as board chair of Toronto Stock Exchange-listed Excellon Resources.
Mr. MacLean -- independent director and nominating and corporate governance committee chair
Mr. MacLean, based in Ontario, is a mining engineer who has spent more than 40 years working in capital markets, where he is one of the most experienced precious metals analysts. He has worked as senior analyst and partner with Paradigm Capital since 2003, prior to which he worked for Deutsche Bank, BMO-Nesbitt Burns and CIBC-Wood Gundy. He is highly regarded for his ability to identify promising exploration and development companies in the gold sector. His research emphasizes geologic and economic potential in companies with strong management, comparing risks and opportunities. Mr. MacLean also enjoys drawing on his gold team's extensive experience to help investors understand the many macro factors that influence the gold equity market.
Mr. Spilfogel -- independent director and board chair
Mr. Spilfogel, based in Ontario, is an award-winning financial executive with more than 25 years of experience in resource portfolio management. Most recently, he served as managing director and senior portfolio manager at RBC Global Asset Management, where he co-managed several resource-focused funds, including the RBC Global Precious Metal Fund, RBC Global Resources Fund, and the RBC Small and Mid-Cap Resources Fund, with assets exceeding $2-billion. Recognized as one of Canada's leading resource portfolio managers, Mr. Spilfogel has worked extensively with corporate boards, contributing strategic insights on governance, safety and sustainability. His expertise spans financial analysis, mergers and acquisitions, and capital markets across the global resources sector.
Mr. Webster -- independent director and audit committee chair
Mr. Webster, based in South Carolina, is a retired business and civic executive who built and sold four companies, creating thousands of jobs. He served as White House Fellow in the George H.W. Bush administration, senior aide to President Bill Clinton, and chief of staff for both the Governor of South Carolina and the U.S. Secretary of Education. He has served as an independent director of Nasdaq Stock Market-listed Golub Capital BDC since 2010, currently chairing the audit committee. He is adjunct professor of health care policy at Wofford College and is actively involved in philanthropic and community initiatives.
Mr. Croft -- president, chief executive officer and executive director
Mr. Croft, based in North Carolina, is a mining executive and entrepreneur with more than 30 years of global professional experience, including 22 years in minerals exploration and project development. He has held senior roles with Ivanhoe Mines, Rio Tinto, Peabody Energy and Duke Energy and has served as an independent director of Toronto Stock Exchange-listed Erdene Resource Development since 2015 and board chair since 2019. He has led Carolina Rush since April, 2017, securing the Brewer gold-copper project in 2020 and establishing the company's strategic partnership with Oceanagold Corp. in 2025.
About Carolina Rush Corp.
Carolina Rush is a mineral exploration company focused on the discovery of gold and copper deposits in the southeastern United States. The company is advancing the Brewer gold-copper project in Chesterfield county, South Carolina -- a large, underexplored hydrothermal system with a near-surface epithermal-gold National Instrument 43-101 mineral resource and compelling exploration potential for deeper porphyry copper-gold mineralization. Brewer is currently being explored in partnership with Oceanagold under a $20-million (U.S.) earn-in agreement. Brewer is located 13 kilometres from Oceanagold's producing Haile gold mine. Information from nearby properties is not necessarily indicative of the mineralization at Brewer.
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