Mr. Layton Croft reports

CAROLINA RUSH ANNOUNCES C$3 MILLION NON-BROKERED PRIVATE PLACEMENT

Carolina Rush Corp. intends to complete a non-brokered private placement offering of up to 27,272,727 units in the capital of the company at a price of 11 cents per unit for gross proceeds of up to $3-million. The offering is conditional upon securing shareholder approval related to the company's proposed transaction with OceanaGold Corp. (see the company's news releases dated Sept. 16, 2025, and Oct. 15, 2025, for more details).

"We have received significant interest from current shareholders and new investors since announcing our proposed transaction with OceanaGold," said Layton Croft, president and chief executive officer of Carolina Rush. "The proceeds from this financing will provide us with the flexibility and resources to continue building momentum as we move into the next phase of our growth."

Each unit will consist of one common share in the capital of the company and one-half of one common Share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 16 cents for a period of two years following the date of issuance. Closing is anticipated on or about Dec. 4, 2025, subject to shareholder approval at the special shareholder meeting scheduled for Nov. 26, 2025.

Gross proceeds raised from the offering will be used for working capital and general corporate purposes. Closing of the offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX Venture Exchange. All securities issued in connection with 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.

About Carolina Rush Corp.

Carolina Rush is a southeastern United States-focused exploration company advancing Brewer gold-copper project in South Carolina. Brewer is a large, underexplored system with the potential to host both near-surface epithermal and deeper porphyry-style mineralization. Brewer is located 13 kilometres from OceanaGold's producing Haile gold mine, which has 2025 production guidance of 170,000 to 200,000 ounces of gold.

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