January 27, 2020 – Vancouver, BC – Outcrop Gold Corp. (TSXV: OCG) (“Outcrop” or the “Company”) is pleased to announce that it has closed the acquisition of the Santa Ana Silver Project (the “Property”), pursuant to a share purchase agreement (the “Agreement”) with Cedar Capital Corporation (“Cedar”), as previously announced in news releases dated May 14, 2019, October 30, 2019 and December 18, 2019 (the “Transaction”).
Pursuant to the Agreement, the Company acquired all of the issued and outstanding shares of Cedar’s wholly-owned subsidiary Malew Overseas S.A. (“Malew”) in consideration for 24,000,000 common shares of the Company. In connection with the Transaction the Company also issued 350,000 common shares to an arm’s length party as a finder’s fee. All securities issued pursuant to the Transaction will be subject to a four month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Ian Slater has been appointed to the board of directors and Executive Chairman of Outcrop. Mr. Slater has been involved in the mining industry for over 25 years with the last ten years in Colombia and is the founder of numerous Colombian businesses. Mr. Slater is currently the founder and Chief Executive Officer of Libero Copper & Gold Corporation. Previously, Mr. Slater was the Managing Partner of both Ernst & Young’s Canadian and Arthur Andersen’s Central Asian mining practices. Judy McCall has also been appointed Corporate Secretary.
Pursuant to the Agreement, Cedar of Suite 905 – 1111 W Hastings St., Vancouver, BC, V6E 2J3, acquired 24,000,000 common shares of the Company as part of the aggregate consideration for the Company’s acquisition of all the issued and outstanding share capital of Malew. Cedar is wholly owned by Ian Slater, who was appointed as a director and Executive Chairman of Outcrop in connection with the closing of the acquisition of Malew.
Immediately prior to the acquisition, Cedar and Mr. Slater owned no common shares of the Company. As a result of the foregoing issuance, Cedar now owns 24,000,000 common shares representing approximately 38.39% of the current 64,190,345 issued and outstanding common shares of the Company, on an undiluted basis. This represents an approximate 38.39% change in Cedar’s ownership of common shares on a non-diluted basis. Cedar acquired the 24,000,000 common shares at a deemed price of $0.10 per share representing a value of $2,400,000 as part of the consideration for the Company’s acquisition of the entire share capital of Malew. Cedar has no present intention to dispose of or acquire further securities of the Company. Cedar and Mr. Slater may, in the future, participate in financings and/or acquire or dispose of securities.
The disclosure respecting Cedar and Mr. Slater’s shareholdings contained in this news release is made pursuant to Multilateral Instrument 62-104 and a report respecting the above acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing at www.sedar.com.
About Outcrop Gold
Outcrop is a gold prospect generator active in Colombia acquiring gold exploration projects with world-class discovery potential. Outcrop performs its own grassroots exploration and then employs a joint venture business model on its projects to maximize investor exposure to discovery and minimize financial risk.
The technical information in this news release has been approved by Joseph P. Hebert, a qualified person as defined in NI43-101, and President and CEO to the Company.
ON BEHALF OF THE BOARD OF DIRECTORS
Joseph P Hebert, Chief Executive Officer
TSX Venture Exchange Disclaimer
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
Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Transaction and the completion thereof and the Company’s ownership interest in the Property upon completion of the Transaction. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “potential”, “we believe”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Outcrop to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, capital expenditures and other costs, financing and additional capital requirements, completion of due diligence, general economic, market and business conditions, new legislation, uncertainties resulting from potential delays or changes in plans, political uncertainties, and the state of the securities markets generally. Although management of Outcrop have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Outcrop will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.