Outcrop Silver & Gold closes $7.5 million offering

Outcrop Silver & Gold Corp. [TSXV: OCG; OTCQX: OCGSF; DE: MRG] has closed its previously announced public offering of 33,977,272 units of the company at $0.22 per unit, for aggregate gross proceeds of approximately $7,475,000, including the full exercise of the over-allotment option. The offering was led by Research Capital Corporation as the sole agent and sole bookrunner (the Agent).

Each Unit is comprised of one common share of the company and one Common Share purchase warrant of the company. Each Warrant is good to buy one Common Share at an exercise price of $0.30 for 24 months following the closing of the Offering.

Net proceeds from the Offering will be used by the company for the exploration and development of the Santa Ana Project, Colombia, working capital and general corporate purposes.

In connection with the Offering, the company filed a prospectus supplement dated March 25, 2025, to the company’s short form base shelf prospectus dated August 18, 2023 with the securities regulatory authorities in each of the provinces of Canada (except Quebec).

Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 13,637,000 Units for $0.22 per Unit for a total consideration of $3,000,140. Prior to the Offering, Mr. Sprott beneficially owned or controlled 63,770,073 Common Shares and 13,363,636 warrants representing approximately 18.7% of the outstanding Shares on a non-diluted basis and approximately 21.7% on a partially diluted basis assuming the exercise of such warrants.

Following the completion of the Offering, Mr. Sprott beneficially owns and controls 77,407,073 Common Shares and 20,182,136 warrants representing approximately 20.6% of the outstanding Shares on a non-diluted basis and 24.7% on a partially-diluted basis assuming the exercise of such warrants.

Mr. Sprott is an existing insider of the company, and as such, his participation in the private placement is a related-party transaction.

In connection with the Offering, the Agent received a cash commission equal to 6.0% of the gross proceeds from the sale of Units pursuant to the Offering (except for certain orders on a president’s list at a reduced fee) and 1,629,526 broker warrants.

Each broker warrant entitles the holder thereof to purchase one Common Share at an exercise price equal to $0.22 for a period of 24 months following the closing of the Offering. A.G.P. Canada Investments ULC is financial advisor to the Company on the Offering. A.G.P. Canada Investments ULC received a cash fee equal to 50% of the net Agent’s cash commission (out of the Agent’s cash commission) and 814,763 non-transferable Common Share warrants (out of the total broker warrants issued). Each Common Share warrant entitles the holder thereof to acquire one Common Share at a price of $0.22 per share for a period of 24 months from the closing of the Offering.

Outcrop Silver is a leading explorer and developer focused on advancing its flagship Santa Ana high-grade silver project in Colombia.