Outcrop GOLD Announces Upsized Bought-Deal Public Offering to $8 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
OUTCROP GOLD ANNOUNCES UPSIZED BOUGHT-DEAL PUBLIC OFFERING TO
$8 MILLION
Vancouver, BC – February 9, 2021 – Outcrop Gold Corp. (“Outcrop” or the “Company”) (TSXV:
OCG) (OTCPK: MRDD.F) (DE:MRG1) is pleased to announce that it has entered into a revised
agreement with Mackie Research Capital Corporation as the lead underwriter and sole
bookrunner (the “ Lead Underwriter”), including Canaccord Genuity C orp. (collectively, the
“Underwriters”), to increase the size of the previously announced bought -deal short -form
prospectus offering of units of the Company (the “Units”) to an aggregate of 18,610,000 Units at
a price of $0.43 per Unit for aggregate gross proceeds of $8,002,300 (the “Offering”).
Each Unit shall be comprised of one common share of the Company (each a "Common Share")
and one-half of one Common Share purchase warrant of the Company (each whole warrant, a
"Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an
exercise price of $0.60 at any time up to 24 months from closing of the Offering.
The Company has granted the Underwriter 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 aggregate would be equal to 15% of the total number of Units to be issued under the
Offering, 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 for working capital and general corporate
purposes.
The closing of the Offering is expected to occur on or about the week of March 1, 2021 (the
“Closing”), or such later or earlier date as the Lead Underwriter and the Company may agree
upon, and is subject to the Company receiving all necessary regulatory approvals, including the
approval of the necessary securities regulatory authorities.
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada
(except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions
and may be offered in the United States on a private placement basis pursuant to an appropriate
exemption from the registration requirements under applicable U.S. law.
No securities regulatory authority has either approved or disapproved of the contents of this news
release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. This news 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 securities 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 b enefit of, U.S. persons absent registration or an
applicable exemption from U.S. registration requirements and applicable U.S. state securities
laws.
About Outcrop Gold
Outcrop is a hybrid prospect generator active in Colombia acquiring gold and silver exp loration
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 sev en primary projects in Colombia. While
Outcrop's other projects are available for joint venture, Outcrop will continue to drill and de -risk
the Santa Ana high-grade silver project.
For further information:
Joseph P Hebert, Chief Executive Officer
+1 775 340 0450
Mars Investor Relations
+1 647 557 6640
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 release. 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 known 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 b e no assurance that
such statements will prove 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 update
any forward-looking statements or forward-looking information that are incorporated by reference
herein, except as required by applicable securities laws.