OVERVIEW

Outcrop Gold Corp. is a Canadian company actively exploring for precious metals in Colombia and looking to expand into other high opportunity jurisdictions. Our offices are in Vancouver, Canada and Medellin, Colombia. Our primary listing is on the Toronto Venture exchange under the symbol OCG. In addition, our shares are listed in the United States (OTCPK: MRDD.F) and in Germany (DB: MRG1; ISIN: CA6900221087).

Business Model

Outcrop Gold follows the “prospect generator joint venture business model. “We leverage our intellectual capital within our highly experienced team to generate and acquire high quality exploration targets. We then attract funding from joint venture partners. This allows Outcrop to test multiple exploration targets, while preserving its treasury. The advantage of this business model to our investors is, that they hold numerous “lottery tickets” to participate in a discovery, in contrast to many exploration companies with a single project that is advanced entirely with internal funds. The concept is to let our partners fund most of the exploration expenditures in return for giving up project interest.

Outcrop Gold acquires prospective ground and does early stage mineral exploration such as geologic mapping, geochemistry and geophysics to generate targets. Joint venture partners then fund more advanced capital-intensive exploration work such as drilling.

The joint venture agreements are normally structured so that partners can earn a majority stake in the project over several years in exchange for cash or share payments and committed exploration expenditures.

 In a few instances Outcrop Gold will deviate from the prospect generator model when an exceptional risk to reward proposition presents itself. In this case Outcrop may decide to fund a drilling campaign by itself.

Key Strengths

Strong management team with decades of worldwide exploration and mining expertise and experience in the management and financing of public companies.

Employing the prospect generator model thus providing shareholder exposure to numerous gold exploration projects while at the same time preserving our capital.

Focused on frontier areas with a high discovery rate, with the emphasis on discovering world-class gold deposits.

A portfolio of Colombian projects that include drill ready, outcropping mineralized systems that can attract the interest of major mining companies.

Cauca – An advanced project, where 17,000 meters of historic core drilling indicate a large gold-silver-copper deposit consisting of high-grade epithermal gold-silver veins and gold-base metal veins superposed on older gold-copper porphyry mineralization. The high-grade veins in the deposit have never been modeled or included in historic resources (not NI43-101) estimates yet provide the highest gold endowment in the deposit.

A joint venture agreement with Newmont Mining Corporation on the Lyra project, located next to Continental Gold’s high grade Buritica project (Newmont owns 19.9% of Continental). Buritica is currently under construction and hosts a resource of 5.32 million ounces Gold at 10.32 g Au/t Measured & Indicated and 6.02 million in the inferred category.

Cheap option to acquire a 3.3% NSR on the Lucky Shot Mine in Alaska which could be monetized or held for future cash flow.

Management & Directors

Management Team

Joe Hebert

B.S. Geo. President, Chief Executive Officer and Director

Mr. Hebert brings 30 years of experience in the mining sector, ranging from diversified mineral exploration, mining geology, exploration management. Most of his career he was focused on Nevada, but also consulting in several countries including Colombia in the late 1990s. Mr. Hebert was senior exploration geologist for the Cortez Joint Venture located on the Battle Mountain Trend in North Central Nevada. He was a member of the exploration team who discovered the Cortez Hills deposit and ET Blue, subsequently a part of the Goldrush discovery. During his tenure at Cortez he directed all generative and acquisition efforts within the joint venture area of interest. Over the course of his career Mr. Hebert participated in multiple gold discoveries in Nevada and Utah. He was instrumental in assembling the Company's exploration staff and portfolio in Medellin, Colombia, and attracting joint venture partners. Previously Miranda, now Outcrop Gold, he progressed from Vice President of Exploration in 2005 to President and CEO in 2016.

Rakesh Patel

Chief Financial Officer

Rakesh Patel is a partner in the Audit and Assurance Group at DMCL Chartered Professional Accountants. He provides audit and advisory services to Canadian and US private and public companies and specializes in guiding private companies entering the public markets. He also has extensive knowledge of Canadian and US securities rules relating to public markets, initial public offerings, prospectuses and mergers and acquisitions.

John Anderson

Chairman of the Board & Director

Mr. Anderson is the Chairman of Purplefish Capital Management Ltd, an independent Corporate Finance Advisory Firm. Purplefish Capital works with companies to assist them in achieving strategic and financial objectives and attract capital for business development and growth. Over the past 25 years John has been instrumental in founding, helping found, and managing numerous companies and successfully raising over $500 million in equity for a number of public and private companies with experience taking companies public on the TSX, NASDAQ NYSE, SIX, London AIM, OTCBB and CSE. He has been directly responsible for numerous initial public offerings and cross-border public listings.
Currently Mr. Anderson is the Executive Chairman of Triumph Gold Corp and EXM Ceuticals Inc.

James F. Cragg

Director

Mr. Cragg is an independent director of the Company. He is currently President and Chief Operation Officer of MegaPath Networks Inc., a leading North American IP communication service provider. Mr. Cragg is proficient in financial analysis, negotiations, forecasting, deal making and investment banking. He was previously President and CEO of Linmor Inc., President and COO of PSINet, and President and COO of Advanced Communications Group, Inc.

Kevin Nishi

Director

Mr. Nishi serves as an independent director and is a member of the Chartered Professional Accountants of British Columbia and Chartered Business Valuator in practice with Smythe LLP, CPA's.
He has been a partner of the firm since 1996. Mr. Nishi holds a Bachelor of Business Administration from Simon Fraser University. He has extensive background in accounting and auditing for public and private companies and is a director of several publicly traded mineral exploration companies.

CORPORATE DIRECTORY

Head Office

Outcrop Gold Corp.
1200 – 750 West Pender Street
Vancouver, B.C.
Canada V2C T68

Columbia Office

Outcrop Gold Corp. & Miranda Colombia
Cra. 43A 1Sur 188
Of. 505 Ed. Davivienda
Medellín, Colombia

Auditors

Davidson & Company LLP
1200 – 609 Granville Street
PO Box 10372, Pacific Centre
Vancouver, BC
Canada V7Y 1G6

Transfer Agent

Computershare Investor Services
1200 – 609 Granville Street
PO Box 10372, Pacific Centre
Vancouver, BC
Canada V7Y 1G6

Legal Counsel

Edward Mayerhofer
Morton Law LLP
Direct: 604.331.9540 | T: 604.681.1194 Ext: 223
F: 604.681.9652 | E: lak@mortonlaw.ca
1200 – 750 West Pender Street
Vancouver, B.C., Canada, V6C 2T8
W: www.mortonlaw.ca

CORPORATE GOVERANCE

Social Responsibility

In the early stages of the mineral-development-cycle, it is important for Outcrop Gold to use practices that reflect the principles of sustainability. These principles include elements of intra and inter-generational equity, the precautionary principle, exploration and mining practices supported by science, management of environmental and socioeconomic impacts as well as the engagement of all affected stakeholders. By demonstrating our commitment to responsible exploration and mining practices, we hope to aid in promoting goodwill and providing benefits to the communities of those areas where we explore, develop or finally mine, and ultimately reclaim.

 

Specifically, all sampling, drilling, testing and analysis has to be conducted as per regulatory guidelines in a safe and diligent manner using scientifically established practices to ensure representative and reliable results with minimal net negative environmental impact. Outcrop Gold understands that it needs to be sensitive to the culture it is working within and the importance of an open and transparent dialogue with all affected stakeholders.


It is our understanding at Outcrop Gold that sustainability – environmental, social and economic – is of the utmost importance in the perpetuation of the mining industry. For this reason, we seek to meet all regulatory guidelines and partner with groups that conduct themselves with the same objectives.

disclaimer

While Outcrop Gold Corp. (“Outcrop Gold”) has taken all reasonable care to ensure the accuracy of the information on this website, we shall not be held responsible for any eventualities arising from the use of this information. Visitors to this web site are advised to seek independent financial advice prior to making investment decisions. Nothing on this website constitutes an offer for sale of securities in the United States. The information on this website may be downloaded for personal use but may not be reproduced or modified without the permission of Outcrop Gold.
In using this website, you may be linked to web sites provided by independent third parties. If you click-through to any such third-party sites, either directly or indirectly through this site, you acknowledge and agree that you shall be subject to the terms and conditions of usage applicable to such third-party sites. Any and all content to which you link, either directly or indirectly, from this site will not have been developed, reviewed or monitored by Outcrop Gold and Outcrop Gold cannot and does not guarantee or make any representation or warranty, either express or implied, as to the accuracy, validity, sequence, timeliness, completeness or continued availability of any such content. Outcrop Gold does not endorse or accept liability for the content of such third-party sites nor does it claim any trade association with the proprietors of such third-party sites.

Copyright and Trademark Notice

Outcrop Gold owns a copyright in the selection and arrangement of the content of this website, as well as in the content original to it. No unauthorized copying of any part of this website is permitted. However, Outcrop Gold authorizes you to make print copies of, or download documents or pages published by Outcrop Gold on this website for your own personal, non-commercial use only, provided that any copy of these documents that you make retains all copyright and other proprietary notices, and any disclaimer contained thereon. You may not offer for sale or distribute over any medium, any part of this website or any of its content.
Trademark law protects elements of this site. Except for the limited permission authorizing you to print copies of or download material on this site, nothing on this website should be construed as granting any other right or license under any copyright or trademark of Outcrop Gold or any third party.

Privacy Statement

Outcrop Gold operates this web site. Outcrop Gold is concerned for and respects the privacy of each visitor to this web site. When you visit certain areas of this web site you may be asked for personal information such as your name, address, telephone number and email address. The intended use of such information is specified at the site where the information is collected. No personal information about you shall be collected without your consent.
Outcrop Gold also collects aggregated or non-personal information to track data such as the total number of visits to this web site or the number of visitors to each web page. This information shall remain in aggregated form and may be used to understand how visitors use this website.
Outcrop Gold will take reasonable precautions to prevent the loss, misuse or alteration of the information you provide. Any contractors, agents or representatives of Outcrop Gold who are required to have access to this information in the course of providing services to Outcrop Gold are required to keep that information confidential.

Forward Looking Statements

Certain of the statements contained within this website, including, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, the anticipated preparation and timing of an updated 43-101 resource estimate, the potential for a significant expansion of the resource, the economic outlook for the gold mining industry, Outcrop Gold’s (the Company) expectations regarding gold prices and production, and its future liquidity and capital resources and planned expenditures, are forward-looking statements.
Information concerning mineral resource estimates may also be deemed to constitute forward-looking statements in that these statements reflect predictions of mineralization that would be encountered if a mineral deposit were to be developed and mined. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Accordingly, the Company cautions that any forward-looking statements are not guarantees of future results or performance, and that actual results may differ materially from those set out in the forward-looking statements as a result of; among other factors, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, material adverse changes in economic and market conditions, changes in the regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, the inability of the Company to raise the necessary capital for its ongoing operations, and business and operational risks normal in the mineral exploration, development and mining industries, as well as the risks and uncertainties disclosed in the Company’s most recent Management Discussion and Analysis.
The Management Discussion and Analysis is filed with certain provincial securities commissions in Canada, available at www.sedar.com. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of posting to this website or to reflect the occurrence of unanticipated events. All subsequent written or oral forward-looking statements attributable to the Company or any person acting on its behalf are qualified by the cautionary statements herein.

NI 43-101

All data is reviewed and verified by Outcrop Golds President & CEO Joseph P. Hebert, P. Geo, B.Sc. Geology and Qualified Persons (QP) as defined by National Instrument 43-101.