Outcrop and Zacapa Announce Closing of Amalgamation
OUTCROP AND ZACAPA ANNOUNCE
CLOSING OF AMALGAMATION
VANCOUVER, BC
,
Nov. 21, 2023
/CNW/ -
Outcrop Silver & Gold Corporation
("
Outcrop
")
(TSXV: OCG) (OTCQX: OCGSF) (DE: MRG1) and
Zacapa Resources Ltd.
("
Zacapa
") (TSXV:
ZACA) (OTCQB: ZACAF) (DE: BH0) are pleased to announce that they have completed their
previously announced amalgamation (the "
Transaction
") pursuant to which a wholly-owned
subsidiary of Outcrop amalgamated with Zacapa ("
Amalco
") and all of the issued and outstanding
common shares of Zacapa (the "
Zacapa Shares
") were exchanged for common shares of Outcrop
("
Outcrop Shares
") on a four-for-one basis.
The Transaction was completed by way of a three-cornered amalgamation under the provisions of
the
Business Corporations Act
(
British Columbia
) whereby
1433180 B
.C. Ltd. ("
Subco
"), a wholly-
owned subsidiary of Outcrop, amalgamated with Zacapa and all of the issued and outstanding
Zacapa Shares following the amalgamation were exchanged for Outcrop Shares on a four-for-one
basis. All of Zacapa's issued and outstanding share purchase warrants ("
Zacapa Warrants
"),
options ("
Zacapa Options
") and deferred share units ("
Zacapa DSUs
") were exchanged for share
purchase warrants ("
Outcrop Warrants
"), options ("
Outcrop Options
") and deferred share units
("
Outcrop DSUs
") of Outcrop on the same terms, on a four-for-one basis, and subsequently
cancelled. Pursuant to the transaction, Outcrop issued:
a total of 30,017,474 Outcrop Shares to the former holders of the Zacapa Shares;
a total of 7,727,630 Outcrop Warrants to the former holders of Zacapa Warrants, with each
Outcrop Warrant exercisable to purchase one Outcrop Share at a price ranging from
$0.30
to
$2.72
until expiry dates ranging from
June 21, 2024
to
July 7, 2026
;
a total of 2,537,500 Outcrop Options to the former holders of Zacapa Options, with each
Outcrop Option exercisable to purchase one Outcrop Share at exercise prices ranging from
$0.20
to
$2.80
and expiry dates ranging from
January 26, 2027
to
July 18, 2028
, subject to the
share based compensation plan of Outcrop; and
a total of 75,000 Outcrop DSUs to two independent directors of Outcrop.
Upon completion of the Transaction ("
Closing
"), Outcrop has 249,429,636 Outcrop Shares,
95,845,689 Outcrop Warrants, 24,437,500 Outcrop Options and 75,000 Outcrop DSUs issued and
outstanding. All preexisting directors and officers of Zacapa resigned upon Closing. The Zacapa
Shares are expected to be delisted from the TSXV effective as of the close of markets on
November 22, 2023
. Outcrop Shares will continue to trade on the TSXV under the symbol "OCG".
Additional Information about the Transaction
Further information regarding the Transaction is set out in the joint news release of Outcrop and
Zacapa dated
August 31, 2023
which has been publicly filed by Outcrop and Zacapa under their
respective profiles on SEDAR+ at
www.sedarplus.ca
and the management information circular of
Zacapa dated
October 13, 2023
(the "
Circular
") which has been publicly filed under Zacapa's profile
on SEDAR+ at
www.sedarplus.ca
.
Early Warning Disclosure Pursuant to National Instrument 61-103
Immediately prior to the closing of the Transaction, Outcrop held no Zacapa Shares. Upon closing of
the Transaction, Outcrop acquired one common share of Amalco, representing 100% of the issued
and outstanding shares of Amalco upon Closing. Amalco has applied to cease to be a reporting
issuer under applicable securities laws and to delist from the TSXV. Outcorp will continue to conduct
its business as described in the Circular.
Immediately prior to Closing, Mr.
Ian Slater
beneficially held 20,000,000 Outcrop Shares and
3,100,000 Outcrop Options, representing approximately 9.1% of the issued and outstanding Outcrop
Shares on a non-diluted basis and 10.4% of the issued and outstanding Outcrop Shares on a
partially diluted basis assuming exercise of the Outcrop Options. Upon Closing, Mr. Slater holds
24,485,000 Outcrop Shares, 2,362,777 Outcrop Warrants, and 3,800,000 Outcrop Options,
representing approximately 9.8% of the issued and outstanding Outcrop Shares on a non-diluted
basis and 12% of the issued and outstanding Outcrop Shares on a partially diluted basis assuming
exercise of the Outcrop Warrants and Outcrop Options.
The Outcrop Shares and Outcrop Warrants were acquired by Mr. Slater for investment purposes
and with a long-term view of the investment. Mr. Slater may acquire additional securities of Outcrop
either on the open market or through private acquisitions or sell securities of Outcrop either on the
open market or through private dispositions in the future, depending on market conditions,
reformulation of plans and/or other relevant factors.
A copy of the Early Warning Reports prepared in connection with the acquisition of the Zacapa
Shares by Outcrop and the securities of Outcrop held by Mr. Slater can be obtained on Outcrop's
SEDAR+ profile or, with respect to Outcrop's Early Warning Report, by contacting
Ian Harris
, CEO
of Outcrop at (604) 638-2545 (905-1111 West Hastings Street, Suite 905,
Vancouver, BC
V6E 2J3)
or, with respect to Mr. Slater's Early Warning Report, by contacting Mr. Slater's office at (604) 638-
2545 (905-1111 West Hastings Street, Suite 905,
Vancouver, BC
V6E 2J3).
About Outcrop Silver
Outcrop Silver is advancing the
Santa Ana
high-grade silver deposit with exploration activities aiming
to expand the current mineral resource. The
Santa Ana
project is being advanced by a highly
disciplined and seasoned professional team with decades of experience in
Colombia
. In addition to
Santa Ana
, Outcrop Silver will continue Zacapa's exploration in
Arizona
,
Nevada
,
Idaho
, and
California
.
Neither the 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.
Forward Looking Statements – This news release includes forward-looking statements that are
subject to risks and uncertainties. All statements within, other than statements of historical fact, are
to be considered forward looking, including, but not limited to, the delisting of the Zacapa Shares
from the TSXV and Zacapa ceasing to be a reporting issuer under applicable securities laws
following Closing. Although Outcrop and Zacapa believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially from
those in forward-looking statements. Factors that could cause actual results to differ materially
from those in forward-looking statements include administrative approvals, processes and filing
requirements. There can be no assurances that such statements will prove accurate and,
therefore, readers are cautioned not to place undue reliance on these statements. Outcrop and
Zacapa do not assume any obligation to update any forward-looking statements.
Zacapa Resources Ltd. logo (CNW Group/Outcrop Silver & Gold Corporation)
SOURCE
Outcrop Silver & Gold Corporation
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%SEDAR: 00005232E
For further information:
Ian Harris, Chief Executive Officer, +1 604 294 9039,
[email protected]; Kathy Li, Vice President Investor Relations,+1 778 783
2818,[email protected]
CO: Outcrop Silver & Gold Corporation
CNW 07:00e 21-NOV-23