/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, March 4,
2024 /CNW/ - Outcrop Silver & Gold Corporation
(TSXV: OCG) (OTCQX: OCGSF) (DE: MRG1) ("Outcrop Silver"
or the "Company") is pleased to announce that it has entered
into an agreement with Research Capital Corporation as the sole
agent and sole bookrunner(the "Agent"), in connection with a
best efforts, marketed public offering of units of the Company (the
"Units") for aggregate gross proceeds of up to $3,000,000 (the "Offering") at a
price of $0.15 per Unit.
Each Unit will be comprised of one common share of the Company
(a "Common Share") and of 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 $0.22 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 the exploration and development of the Company's Santa Ana
Project, working capital and general corporate purposes.
The closing of the Offering is expected to occur on or about the
week of March 11, 2024 (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 broker 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 August 18, 2023 (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.sedarplus.ca. 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.sedarplus.ca
before making an investment decision.
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 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 advancing the Santa Ana high-grade silver
deposit with exploration activities aiming to expand the current
mineral resource. Santa Ana is being advanced by a highly
disciplined and seasoned professional team with decades of
experience in Colombia.
ON BEHALF OF THE BOARD OF DIRECTORS
Ian Harris
Chief Executive Officer
harris@outcropsilverandgold.com
www.outcropsilverandgold.com
Kathy Li
Vice President Investor Relations
+1 778 783 2818
li@outcropsilverandgold.com
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
information
This news release contains certain statements which may
constitute forward-looking information or forward-looking
statements (collectively, "forward-looking statements")
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, the ability of
the Company to complete the Offering on the terms expected or at
all, and other risks set out in the Company's most recent MD&A
and Annual Information Form, which are available on SEDAR+ at
www.sedarplus.ca. 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
