Carolina Options GP Precious Metals Project

/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

Trading Symbol:TSXV:CQC.P

VANCOUVER, Nov. 27, 2012 /CNW/ - Carolina Capital Corp. (CQC.P-TSX:V) ("Carolina" or the "Company") has entered into an agreement (the "Option Agreement") made as of the 20^th day of November 2012, with arm's length vendors (the "Vendors") Qualitas Holdings Corp. ("Qualitas") and Mike Magrum (as to 50% each) whereby Carolina can earn a 100% interest in the Vendors' GP Project (the "GP Project"), subject to approval by the TSX Venture Exchange ("TSXV" or the "Exchange").  Qualitas is a private B.C. company controlled by Jim Rankin.

Carolina is a capital pool company and intends for the transaction to constitute the "Qualifying Transaction" of the Company as such term is defined in the policies of the TSXV.  Upon completion of the transaction, it is expected that Carolina will be a Tier 2 Mining Issuer on the Exchange.

Pursuant to the Option Agreement, Carolina has been granted an option to earn a 100% interest in the GP Project by incurring exploration expenditures totaling $100,000 on or before the first anniversary of the date of Exchange approval. Additionally, Carolina must make cash payments to the Vendors of $10,000 upon the receipt of the Technical Report and $15,000 at the time of Exchange approval and issue 700,000 shares (200,000 upon Exchange approval, 200,000 on the first anniversary of Exchange approval and 300,000 on or before the second anniversary).

Property Highlights

The road accessible GP Project lies five kilometres southwest of Spences Bridge, British Columbia and consists of four claims totaling 1,978 hectares. The GP Project lies within the Lower Cretaceous Spences Bridge Group, an andesitic to rhyolitic volcanic arc belt of rocks, lying in south central British Columbia. This belt stretches from the north of Princeton to the west of Cache Creek with additional outliers continuing further north to Gang Ranch.

The exploration target for the GP property is a low sulphidation epithermal precious metal deposit.  Bedrock mineralization has yet to be found on the GP property.  The exploration completed to date consisted of property wide soil geochemical surveys along with preliminary rock sampling and prospecting.

Past property wide soil sampling was successful in highlighting a NW trending Au-As anomaly in excess of 3 kilometres in length.  Gold values along the trend ranged from 3 to 192 ppb Au.  There is abundant quartz float and felsenmeer located along the trend as well.  This is a high priority target on the property.

Transaction Highlights

Subject to TSXV approval, and other conditions of closing, the Company has been granted an option to acquire a 100% interest in the GP Project, the term of which will be for two years, as follows:

		Payments		Shares		Expenditures
Receipt of Technical Report		$10,000
TSXV approval		$15,000		200,000 shares
First anniversary				200,000 shares		$100,000
Second anniversary				300,000 shares

Financing

Concurrently with completion of the transaction, Carolina has arranged a non-brokered private placement of up to 5,000,000 common shares at the price of $0.10 per share.

Directors and Insiders

Upon completion of the Transaction, it is anticipated that the Company's Board of Directors will consist of Suzanne Wood, Stephen Hanson, Donn Burchill and an additional director with relevant geological experience. The only insiders of the Company following completion of the Transaction will be the four board members. The following is a brief summary of the current board of directors:

Suzanne Wood

Ms. Wood has over 20 years of experience in the financial and corporate management of private and public companies. In 1986, Ms. Wood founded Wood & Associates through which Ms. Wood has been providing consulting services including the preparation of financial reports, registration statements, and other statutory reports and filings. Ms. Wood assists with the restructuring of companies and conducts due diligence on potential merger and acquisition targets. Ms. Wood obtained a Bachelor of Arts from the University of British Columbia and after graduating from University, she spent several years with Revenue Canada Taxation. Ms. Wood has served on the boards of numerous private and public companies.  She is currently President and CEO of Alexandra Capital Corp.

Stephen Hanson

With over 15 years of finance and corporate development experience, Mr. Hanson is currently President of Discovery Management Services Ltd. a venture capital consulting firm assisting early-stage companies in the development of short and long-term financing strategies. Mr. Hanson  served as Chairman and Managing Director of Van Arbor Asset Management which he founded in 2003, from 2004 until 2008 and then as director of Van Arbor Asset Management, a division of ZLC Private Investment Management until 2011. In 2009, Mr. Hanson served as President and CEO of PanAsian Petroleum; a private company, which was acquired by Ivanhoe Energy. Mr. Hanson is currently a Director of Argentex Mining Corporation. He has also served on numerous private and public company boards.

Donn Burchill

Mr. Burchill received his Bachelor of Arts from the University of Victoria in 1976 and his Certified Management Accountant designation from the Certified Management Accountants of British Columbia in 1983. Since 1998, Mr. Burchill has been a self-employed accountant. He has served on the board of several publicly traded companies including Nevgold Resources Corp. (February 2004 to February 2012), and Kaizen Capital Corp. (March 2010 to current date), a TSX-V Capital Pool Company, Colombian Mines Corp. (September 2010 to current date), Marchwell Ventures Ltd. As Director, President & CEO (November 2011 to current date). He was a past director (January 2007 to March 2010) and CFO (January 2009 to March 2010) of Kernow Resources & Developments Ltd.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the policies of the Exchange. The Company will apply for an exemption from sponsorship requirements on the basis that the Transaction is a Canadian based resource venture and as such falls within the sponsorship exemptions of the Exchange policies. However, there is no assurance the Company will obtain this exemption.

Conditions of the Transaction

Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In accordance with Exchange policy, the Company's shares are currently halted from trading and will remain so until such time as the Exchange determines which, depending on the policies of the Exchange, may not occur until the completion of the transaction.

Wes Raven, P.Geo. and a Qualified Person as defined by NI 43-101 prepared and approved the technical information contained in this release.  All geological information provided in this press release, including all information on the GP Project, has been provided by management of Qualitas and has not been independently verified by management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

"Suzanne Wood"

Suzanne Wood                                
Director

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange Inc. 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.

 

SOURCE: Carolina Capital Corp.

Suzanne Wood, Tel: [phone] ext. 12. Fax: [phone]