Outcrop Gold Announces Upsized Bought-Deal Public Offering to $8 Million

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Feb. 09, 2021 (GLOBE NEWSWIRE) -- Outcrop Gold Corp. (“Outcrop” or the “Company”) (TSXV: OCG) (OTCPK: MRDD.F) (DE:MRG1) is pleased to announce that it has entered into a revised agreement with Mackie Research Capital Corporation as the lead underwriter and sole bookrunner (the “Lead Underwriter”), including Canaccord Genuity Corp. (collectively, the “Underwriters”), to increase the size of the previously announced bought-deal short-form prospectus offering of units of the Company (the “Units”) to an aggregate of 18,610,000 Units at a price of $0.43 per Unit for aggregate gross proceeds of $8,002,300 (the “Offering”).

Each Unit shall be comprised of one common share of the Company (each a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.60 at any time up to 24 months from closing of the Offering.

The Company has granted the Underwriter 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 aggregate would be equal to 15% of the total number of Units to be issued under the Offering, 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 for working capital and general corporate purposes.

The closing of the Offering is expected to occur on or about the week of March 1, 2021 (the “Closing”), or such later or earlier date as the Lead Underwriter and the Company may agree upon, and is subject to the Company receiving all necessary regulatory approvals, including the approval of the necessary securities regulatory authorities.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada (except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.