/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, March 1,
2022 /CNW/ - 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 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.
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
Outcrop is rapidly advancing exploration on five silver and gold
exploration projects 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
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.
SOURCE Outcrop Silver & Gold Corporation