Outcrop GOLD Announces $5 Million Private Placement Financing, Including a Lead Investment BY Eric Sprott
OUTCROP GOLD ANNOUNCES $5 MILLION PRIVATE PLACEMENT FINANCING,
INCLUDING A LEAD INVESTMENT BY ERIC SPROTT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Vancouver, BC – June 2, 2020 – Outcrop Gold Corp. (“Outcrop” or the “Company”) (TSXV: OC G), is
pleased to announce that it has entered into an agreement with Mackie Research Capital Corp. (the “Lead
Agent”) as lead agent and sole book runner, along with Eventus Capital Corp. (together with the Lead Agent,
the “Agents”) in connection with a best efforts, private placement of units of the Company (the “Units”) at a
price of $0.28 per Unit (the “Offering Price”) for gross proceeds of up to $5,000,000 (the “Offering”). Mr. Eric
Sprott intends to subscribe to the Offering as the lead order.
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one
Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to
acquire one Common Share (a “Warrant Share”) at a price of $0.42 per Warrant Share for a period of 24
months from the closing of the Offering.
The Lead Agent will have an option (the “Agent’s Option”) to offer for sale up to an additional 15% of the
number of Units sold in the Offering at the Offering Price, which Agent’s Option is exercisable, in whole or in
part, at any time up to 48 hours prior to the closing of the Offering.
The Company intends to use the ne t proceeds from the Offering for advancing the Company’s exploration
projects, and for general corporate purposes.
The securities to be issued under the Offering will be offered by way of private placement in each of the
provinces of Canada, other than Quebec, and such other jurisdictions as may be determined by the Company,
in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities
laws.
The Offering is scheduled to close on or about June 12, 2020, or such date as agreed upon between the
Company and the Lead Agent (the “Closing”) and is subject to certain conditions including, but not limited to,
the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Units to be
issued under the Offering will have a hold period of four months and one day from Closing.
In connection with the Offering, the Agents will receive such number of Units as is equal to 6.0% of the number
of Units issuable pursuant to the Offering (including, pursuant to any exercise of the Agent’s Option). The Units
will be on the same price and terms as the Offering.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “ U.S. Securities Act”), or any state securities laws, and accordingly, may not
be offered or sold within the United States except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press
release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Outcrop Gold
Outcrop is a gold prospect generator active in Colombia acquiring gold exploration projects with world-class
discovery potential. Outcrop performs its own grass roots exploration and then employs a joint venture
business model on its projects to maximize investor exposure to discovery and minimize financial risk. Outcrop
has seven primary projects in Colombia with three at an advanced stage of exploration. Outcrop will conduct
focused drilling on flagship properties such as Santa Ana to create its own catalysts for value creation and to
receive full value for future joint ventures or dispositions.
On Behalf of the Board of Directors
Joseph P Hebert, Chief Executive Officer
+1 775 340 0450
www.outcropgoldcorp.com
Forward Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this rel ease. Certain
information contained herein constitutes “forward -looking information” under Canadian securities legislation.
Generally, forward-looking information can be identified by the use of forward -looking terminology such as
“potential”, “we believe”, or variations of such words and phrases or statements that certain actions, events or
results “will” occur. Forward -looking statements are based on the opinions and estimates of management as
of the date such statements are made and they are subject to k nown and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity, performance or achievements of Outcrop to
be materially different from those expressed or implied by such forward-looking statements or forward-looking
information, including: the receipt of all necessary regulatory approvals, capital expenditures and other costs,
financing and additional capital requirements, completion of due diligence, general economic, market and
business conditions, new legislation, uncertainties resulting from potential delays or changes in plans, political
uncertainties, and the state of the securities markets generally. Although management of Outcrop have
attempted to identify important factors that could cause actual results to differ materially from those contained
in forward-looking statements or forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such statements will prov e to be
accurate, as actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward -looking statements and forward -looking
information. Outcrop will not up date any forward -looking statements or forward -looking information that are
incorporated by reference herein, except as required by applicable securities laws.