/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, May 10, 2023
/CNW/ - Outcrop Silver & Gold Corporation (TSXV: OCG) (OTCQX:
OCGSF) (DE: MRG1) ("Outcrop Silver" or the "Company")
is pleased to announce that it has closed its previously
announced public offering (the "Offering") of 18,097,000
units of the Company (the "Units") at a price of
$0.25 per Unit, for aggregate gross
proceeds of approximately $4.5
million. The Offering was led by Research Capital
Corporation as the lead agent and sole bookrunner, on behalf of a
syndicate of agents, including Canaccord Genuity Corp.
(collectively, the "Agents").
Each Unit is comprised of one common share of the Company (a
"Common Share") and one-half of one Common Share
purchase warrant of the Company (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
purchase one Common Share at an exercise price of $0.35 for a period of 24 months 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.
In connection with the Offering, the Company has filed a
prospectus supplement (the "Supplement") dated May 4, 2023, 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 Supplement 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.
In connection with the Offering, the Agents received a cash
commission equal to 6.0% of the gross proceeds from the sale of
Units pursuant to the Offering and 1,085,820 broker warrants. Each
broker warrant entitles the holder thereof to purchase one Common
Share at an exercise price equal to $0.25 for a period of 24 months following the
closing of the Offering.
Mr. Eric Sprott, through 2176423
Ontario Ltd., a corporation which is beneficially owned by him,
acquired 4,000,000 Units for a total consideration of $1,000,000. Prior to the Offering, Mr. Sprott
beneficially owned or controlled 27,042,800 Shares and 17,400,000
Warrants representing approximately 13.5% of the outstanding Shares
on a non-diluted basis and 20.4% on a partially-diluted basis
assuming the exercise of such Warrants. Following the completion of
the Offering, Mr. Sprott beneficially owns and controls 31,042,800
Shares and 19,400,000 Warrants representing approximately 14.2% of
the outstanding Shares on a non-diluted basis and 21.2% on a
partially-diluted basis assuming the exercise of such Warrants.
The Units were acquired by Sprott for investment purposes. Mr.
Sprott has a long-term view of the investment and may acquire
additional securities of Outcrop Silver including on the open
market or through private acquisitions or sell securities of
Outcrop Silver including 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 Sprott's early warning report will appear on Outcrop
Silver's profile on SEDAR and may also be obtained by calling Mr.
Sprott's office at (416) 945-3294 (200 Bay Street, Suite 2600,
Royal Bank Plaza, South Tower, Toronto,
Ontario M5J 2J2).
Mr. Sprott is an insider of the Company, and as such, his
participation in the private placement is a related-party
transaction under the policies of the TSX Venture Exchange and
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions. The Company is relying on
exemptions from the minority shareholder approval and formal
valuation requirements applicable to the related-party transactions
under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as
neither the fair market value of the shares to be purchased on
behalf of Mr. Sprott nor the consideration to be paid by him
exceeds 25 per cent of the Company's market capitalization.
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 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 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 Silver
Outcrop Silver is rapidly advancing the Santa Ana high-grade
silver deposit with ongoing expansion drilling. Outcrop Silver is
also progressing exploration on four gold projects with world-class
discovery potential in Colombia. 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
joseph.hebert@outcropsilverandgold.com
www.outcropsilverandgold.com
|
Kathy Li
Director of Investor
Relations
+1 778 783
2818
li@outcropsilverandgold.com
|
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 contains certain statements which
constitute forward-looking statements or information under
applicable Canadian securities laws, including statements relating
to 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.
SOURCE Outcrop Silver & Gold Corporation