/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Oct. 3, 2024
/CNW/ - Outcrop Silver & Gold Corporation (TSXV: OCG) (OTCQX:
OCGSF) (DE: MRG) ("Outcrop Silver" or the "Company")
is pleased to announce it has closed a non-brokered private
placement offering of 22,727,273 units of the Company (the
"Units") at a price of $0.22
per Unit for aggregate gross proceeds of $5,000,000 (the "Offering"). The
Company is pleased to advise that Eric
Sprott, through 2176423 Ontario Ltd., subscribed for the
entire Offering.
Each Unit is comprised of one common share of the Company (a
"Common Share") and of 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 $0.30 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 the exploration and development of the Santa Ana project,
working capital and general corporate purposes.
The Units issued under the Offering will have a statutory hold
period of four months and one day which will expire on February 4, 2025.
The Company paid finder's fees of $150,000 (3%) to Research Capital Corporation and
$50,000 (1%) to Richardson Wealth
Ltd. in accordance with the policies of the TSX Venture Exchange
("TSXV").
Mr. Sprott is an existing insider of the Company, and as such,
his participation in the private placement is a related-party
transaction under the policies of the TSXV 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.
Mr. Eric Sprott, through 2176423
Ontario Ltd., a corporation which is beneficially owned by him,
acquired 22,727,273 Units for a total consideration of $5,000,000. The acquisition of 22,727,273 Units
resulted in an increase of holdings of approximately 8.5% of the
outstanding Shares on a partially diluted basis (assuming exercise
of all Warrants). from what was reported in the last early warning
report. Prior to the Offering, Mr. Sprott beneficially owned
and controlled 41,042,800 Shares and 2,000,000 Warrants
representing approximately 13.3% of the outstanding Shares on a
non-diluted basis and approximately 13.9% on a partially diluted
basis assuming the exercise of such Warrants.
Following the completion of the Offering, Mr. Sprott
beneficially owns and controls 63,770,073 Shares and 13,363,636
Warrants representing approximately 19.3% of the outstanding Shares
on a non-diluted basis and 22.4% 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 Mr. 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 (7 King Street East, Suite 1106, Toronto, Ontario, M5C 3C5).
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 a leading explorer and developer focused on
advancing its flagship Santa Ana high-grade silver project in
Colombia. Leveraging a disciplined
and seasoned team of professionals with decades of experience in
the region. Outcrop Silver is dedicated to expanding current
mineral resources through strategic exploration initiatives.
At the core of our operations is a commitment to responsible
mining practices and community engagement, underscoring our
approach to sustainable development. Our expertise in navigating
complex geological and market conditions enables us to consistently
identify and capitalize on opportunities to enhance shareholder
value. With a deep understanding of the Colombian mining landscape
and a track record of successful exploration, Outcrop Silver is
poised to transform the Santa Ana project into a significant silver
producer, contributing positively to the local economy and setting
new standards in the mining industry.
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 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, and stock market volatility. 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