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OUTCROP AND ZACAPA ENTER INTO AMALGAMATION AGREEMENT
OUTCROP AND ZACAPA ENTER INTO AMALGAMATION AGREEMENT Canada NewsWire VANCOU...
About this update from Outcrop Silver & Gold Corporation
[{"type":"text","content":"\n \n \n \n OUTCROP AND ZACAPA ENTER INTO AMALGAMATION AGREEMENT\n \n \n /* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n.prntac{\nTEXT-ALIGN: CENTER\n}\n \n \n \n \n \n \n Canada NewsWire\n \n \n \n \n \n \n VANCOUVER, BC\n \n \n ,\n \n \n Aug. 31, 2023\n \n \n /CNW/ -\n \n Outcrop Silver & Gold Corp.\n \n (TSXV: OCG) (OTCQX: OCGSF) (DE: MRG1) (\"\n \n Outcrop\n \n \") and\n \n Zacapa Resources Ltd.\n \n (\"\n \n Zacapa\n \n \") (TSXV: ZACA) (OTCQB: ZACAF) (DE: BH0) are pleased to announce that they have signed an amalgamation agreement dated\n \n August 30, 2023\n \n (the \"\n \n Agreement\n \n \") pursuant to which a wholly-owned subsidiary of Outcrop will amalgamate with Zacapa and all of the issued and outstanding common shares of Zacapa following the amalgamation will immediately be exchanged for common shares of Outcrop on a four-for-one basis (the \"\n \n Exchange Ratio\n \n \")(the \"\n \n Transaction\n \n \").\n \n \n \n \n \n \n \n \n \n Upon completion of the Transaction, it is expected that the shareholders of Zacapa (the \"\n \n Zacapa Shareholders\n \n \") will hold approximately 12% of Outcrop's issued and outstanding common shares. The board of Outcrop will remain the same.\n \n \n The Transaction constitutes a \"related party transaction\" subject to TSXV Policy 5.9 –\n \n Protection of Minority Security Holders in Special Transactions\n \n and Multilateral Instrument 61-101 –\n \n Protection of Minority Security Holders in Special Transactions\n \n (\"\n \n MI 61-101\n \n \").\n \n \n \n Anticipated Benefits of the Transaction\n \n \n \n \n Combined entities will further strengthen Outcrop's exploration and development pipeline and reduce jurisdictional risk;\n \n \n Consolidation of the two companies will create a well-capitalized exploration company and will reduce operating and overhead costs; and\n \n \n Combined entities will likely increase shareholder liquidity, trading and capital markets exposure.\n \n \n \n \n Anticipated Benefits for Zacapa Shareholders\n \n \n \n \n Opportunity for Zacapa shareholders to hold shares of a l...