Amalgamation

The TSX Venture Exchange has accepted for filing an amalgamation agreement dated Aug. 30, 2023, among Outcrop Silver & Gold Corp., 1433180 B.C. Ltd., a wholly owned subsidiary of Outcrop, and Zacapa Resources Ltd.

On Nov. 21, 2023, pursuant to a three-cornered amalgamation under Section 269 of the Business Corporations Act (British Columbia), 1433180 B.C. and Zacapa have amalgamated as one corporation (Amalco), on the following basis:

• The common shares of Zacapa were exchanged for common shares of Outcrop on a 4:1 basis.
• All outstanding options, warrants to purchase Zacapa shares and deferred share units (DSUs) were, pursuant to their respective terms, exchanged into options, warrants and deferred share units, respectively, of Outcrop on a 41) basis and otherwise on equivalent terms as the terms of the Zacapa options, Zacapa warrants and Zacapa DSUs, respectively.
• Outcrop became the registered holder of common shares of Amalco and Amalco became a wholly owned subsidiary of Outcrop.

The transaction was approved by the shareholders of Zacapa at the special meeting of Zacapa shareholders held on Nov. 16, 2023.

For further information regarding the transaction, please refer to Zacapa's information circular dated Oct. 13, 2023, and filed on SEDAR+.

Postamalgamation details of Outcrop

Capitalization:  unlimited shares with no par value, of which 249,429,636 shares are issued and outstanding

Transfer agent:  Olympia Trust Company

Trading symbol:  OCG (no change)

Cusip No.:  69002Q 10 5 (no change)

Delisting of Zacapa Resources

Further to the closing of the transaction, the common shares of Zacapa will be delisted from the TSX Venture Exchange effective at the close of business, Wednesday, Nov. 22, 2023.