/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, March 9, 2022 /CNW/ - Outcrop Silver
& Gold Corporation (TSXV:OCG, OTCQX:OCGSF, DE:MRG1)
("Outcrop") announces that it has completed a
fully-subscribed marketed public offering (the "Offering")
by raising total proceeds of approximately $6.9 million consisting of 25,555,555 units of
the Company (the "Units") at a price of $0.27 per Unit, including the exercise in full of
an over-allotment option by Research Capital Corporation.
Each Unit is comprised of one common share of the Company (a
"Common Share") and one Common Share purchase warrant
of the Company (a "Warrant"). Each Warrant entitles 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.
"Importantly this financing funds Outcrop's 2022 drilling
campaign which is already underway at the Santa Ana high-grade
silver project and will culminate in a maiden resource," comments
Joseph Hebert, Chief Executive
Officer. "Due to the leadership of our existing shareholders,
including Eric Sprott, the financing
was significantly over subscribed."
Outcrop intends to use the proceeds from the Offering for
advancement of its Santa Ana Project and for working capital and
general corporate purposes.
The Offering was conducted on a "best efforts" agency basis and
was led by Research Capital Corporation as the sole Agent and sole
bookrunner.
As consideration for the services provided by the Agent in
connection with the Offering: (a) the Agents received a cash
commission equal to 6% of the gross proceeds of the Offering; and
(b) the Agents received that number of broker warrants (the
"Broker Warrants") as is equal to 6% of the number of Units
issued under the Offering on the Closing Date. Each Broker Warrant
is exercisable to acquire one Common Share, at a price of
$0.27 per Broker Warrant Share, for a
period of twenty-four (24) months after the Closing Date.
Eric Sprott, through 2176423
Ontario Ltd., a corporation which is beneficially owned by him,
acquired 7,400,000 Units pursuant to the Offering for total
consideration of $1,998,000. After
closing of the Offering, Mr. Sprott now beneficially owns or
controls 27,042,800 Common Shares and 22,221,400 common share
purchase warrants representing approximately 16.9% on a non-diluted
basis and 27.1% on a partially diluted basis assuming the exercise
of all warrants.
Prior to the Offering, Mr. Sprott beneficially owned or
controlled 19,642,800 Common Shares of the Company and 14,821,400
common share purchase warrants representing approximately 14.6% on
a non-diluted basis and 23.1% on a partially diluted basis assuming
the exercise of the warrants.
The Common Shares were acquired by Mr. Sprott, through 2176423
Ontario Ltd., for investment purposes. Mr. Sprott has a long-term
view of the investment and may acquire additional securities of the
Company including on the open market or through private
acquisitions or sell securities of the Company 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 2176423 Ontario Ltd.'s early warning report will
appear on the Company's profile on SEDAR and may also be obtained
by calling 416-945-3294 (200 Bay Street, Suite 2600, Royal Bank
Plaza, South Tower, Toronto,
Ontario M5J 2J1).
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
Joseph P Hebert, Chief Executive Officer
+1 775 340 0450
joseph.hebert@outcropsilverandgold.com
www.outcropsilverandgold.com
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.
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 actual 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