Outcrop Silver closes $23.02-million private placement

Mr. Ian Harris reports OUTCROP SILVER ANNOUNCES CLOSING OF $23-million PUBLIC OFFERING, INCLUDING FULL EXERCISE OF THE OVER-ALLOTMENT OPTION, LED BY INVESTMENT FROM JUPITER ASSET MANAGEMENT AND ERIC SPROTT Outcrop Silver & Gold Corp. has closed its previously announced public offering of 65.78 million units of the company at a price of 35 cents per unit, for aggregate gross proceeds of approximately $23,023,000, including the full exercise of the overallotment option. The offering was led by BMO Capital Markets, as sole bookrunner, and Research Capital Corp., as co-lead agent, on behalf of a syndicate of agents, including SCP Resource Finance LP and Red Cloud Securities Inc. Each unit comprises one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 55 cents for a period of 24 months following the closing of the offering, subject to adjustment in certain events. At any time following the six-month anniversary of the closing of the offering, if the closing price of the common shares exceeds 75 cents for 20 or more consecutive trading days, the company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the warrants to a date that is 30 days after the date of such notice. In connection with the offering, the agents received a cash commission equal to 6.0 per cent of the gross proceeds from the sale of units pursuant to the offering ($1,381,380). The net proceeds from the offering will be used by the company for exploration and drilling at the Santa Ana project, as well as for general working capital purposes. As part of the offering, Jupiter Asset Management acquired 42,857,142 units for 35 cents for a total consideration of $15-million. Additionally, Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 14,285,716 units for 35 cents per unit for a total consideration of $5-million. In connection with the offering, the company filed a prospectus supplement dated Sept. 29, 2025, to the company's short form base shelf prospectus dated Aug. 5, 2025, with the securities regulatory authorities in each of the provinces and territories of Canada (except Quebec and Nunavut). Copies of the shelf prospectus and the supplement filed in connection with the offering, can be found on SEDAR+. The shelf prospectus and the supplement contain important detailed information about the company and the offering. About Outcrop Silver & Gold Corp. Outcrop Silver is a leading explorer and developer focused on advancing its flagship Santa Ana high-grade silver project in Colombia. Leveraging a disciplined and seasoned team of professionals with decades of experience in the region. Outcrop Silver is dedicated to expanding current mineral resources through strategic exploration initiatives. At the core of the company's operations is a commitment to responsible mining practices and community engagement, underscoring its approach to sustainable development. The company's expertise in navigating complex geological and market conditions enables the company to identify and capitalize on opportunities that enhance shareholder value consistently. With a deep understanding of the Colombian mining landscape and a proven record of successful exploration, Outcrop Silver is well positioned to transform the Santa Ana project into a significant silver producer, making a positive contribution to the local economy and setting new standards in the mining industry. We seek Safe Harbor.