Outcrop Announces $5.0 Million Public Offering of Units
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Outcrop Announces $5.0 Million Public Offering of Units
VANCOUVER, BC – March 1, 2022 – Outcrop Silver & Gold Corporation (TSXV: OCG) (OTCQX:
OCGSF) (DE: MRG1) ("Outcrop" or the “Company”) is pleased to announce that it has entered
into an agreement with Research Capital Corporation as sole agent and sole bookrunner (the
“Agent”), in connection with a best efforts, public offering of units of the Company (the “ Units”)
for aggregate gross proceeds of up to $5,000,000 (the "Offering") at a price of $0.27 per Unit.
Each Unit will be comprised of one common share of the Company (a " Common Share") and
one Common Share purchase warrant of the Company (a " Warrant"). Each Warrant will entitle
the holder thereof to purchase one Common Share at an exercise price of $0.37 for a period of
24 months following the closing of the Offering.
The Company has granted the Agent an option (the “ Over-Allotment Option”) to increase the
size of the Offering by up to an additional number of Units, and/ or the components thereof, that
in the aggregate would be equal to approximately 15% of the total number of Units to be issued
under the Offering, to cover over -allotments, if any, and for market stabilization purposes,
exercisable at any time and from time to time up to 30 days following the closing of the Offering.
The net proceeds from the Offering will be used by the Company for working capital and general
corporate purposes.
The closing of the Offering is expected to occur on or about March 9, 2022 (the “Closing”), or on
such date as agreed upon between the Company and the Agent, and is subject to the Company
receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange
(the “Exchange”) to list, on the date of Closing, the Common Shares and the Common Shares
issuable upon exercise of the Warrants and compensation warrants thereon.
In connection with the Offering, the Company intends to file a prospectus supplement (the
"Supplement") to the Company’s short form base shelf prospectus dated April 27 , 2021 (the
"Shelf Prospectus"), with the securities regulatory authorities in each of the provinces of Canada,
except Quebec. Copies of the Shelf Prospectus and, the S upplement to be filed in connection
with the Offering, can be found on SEDAR at www.sedar.com . The Shelf Prospectus contains,
and the Supplement will contain, important detailed information about the Company and the
Offering. Prospective investors should read the Supplement and accompanying Shelf Prospectus
and the other documents the Company has filed on SEDAR at www.sedar.com before making an
investment decision.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the
United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to qualification or registration under the securi ties laws of such jurisdiction. The securities being
offered have not been, nor will they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S.
registration requirements and applicable U.S. state securities laws.
About Outcrop
Outcrop is rapidly advancing exploration on five silver and gold exploration proj ects with world-
class discovery potential in Colombia. Outcrop is currently drilling and expanding the Santa Ana
historic high-grade silver district. These assets are being advanced by a highly disciplined and
seasoned professional team with decades of experience in Colombia.
ON BEHALF OF THE BOARD OF DIRECTORS
Joseph P Hebert, Chief Executive Officer
+1 775 340 0450
www.outcropsilverandgold.com
Mars Investor Relations
+1 647 557 6640
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements
This news release contains certain statements which constitute forward- looking statements or
information under applicable Canadian securities laws, including statements relating to the
expected size of the Offering, the anticipated timing of closing the Offering, the ability of the
Company to satisfy all conditions to closing the Offering, and the expected use of proceeds from
the Offering. Such forward-looking statements are subject to numerous known and unknown risks,
uncertainties and other factors, some of which are beyond the Company's control, which could
cause actual results or events to differ materially from those stated, anticipated or implied in the
forward-looking statements. These risks and uncertainties include general economic and capital
markets conditions, stock market volatility, the ability of the Company to obtain necessary
consents for the Offering, including the approval of the Exchange, and the ability of the Company
to complete the Offering on the terms expected or at all. Although the Company believes that the
forward-looking statements in this news release are reasonable, they are based on factors and
assumptions, based on currently available information, concerning future events, which may
prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-
looking statements, as no assurance can be provided as to future plans, operations, results, levels
of activity or achievements. The forward -looking statements contained in this news release are
made as of the date of this news release and, except as required by applicable law, the Company
does not undertake any obligation to publicly update or to revise any of the forward -looking
statements, whether as a result of new information, future events or otherwise.