Outcrop Silver & Gold Corp.

Outcrop Silver & Gold Corp. is a junior silver exploration company headquartered in Vancouver, Canada, operating primarily in South America. The company's portfolio consists of 1 advanced exploration project. Key assets include Santa Ana. The business model is centered on mineral exploration, with a primary focus on generating and advancing projects to a stage where they can be sold to established producing companies, thereby mitigating long-term operational and production risks. The organization leverages a seasoned professional team with extensive experience to advance discoveries through systematic drilling programs. A key operational characteristic is the focus on composite mesothermal and epithermal vein systems, where mineralization is interpreted to extend to significant depths from near-surface. This geological model is supported by historic mining depths, structural controls, and vein textures. Technological capabilities are demonstrated through comprehensive metallurgical test work, which has successfully combined gravimetric separation with flotation techniques to achieve high recovery rates for multiple metals. Competitive differentiation is sought through the rapid advancement of high-grade discoveries and the strategic expansion of its land position to consolidate regional-scale mineralized trends. The company's activities require specialized skills in geology, drilling, logistical planning, metallurgy, and law, which it secures through a combination of employees and consultants.

Strategic priorities are centered on expanding the mineral resource base through continuous and targeted drilling programs. The organization's approach involves exploring untested vein systems to demonstrate scalability and unlock potential for substantial resource growth, with a focus on identifying new high-grade targets based on samples from outcrops and historical workings. Financial strategy relies exclusively on equity financing to fund operations, as evidenced by the establishment of a $50,000,000 base shelf prospectus and a $5,000,000 at-the-market equity program, supplemented by brokered public offerings and non-brokered private placements. A core long-term objective is to systematically advance its projects through the exploration, resource definition, and permitting stages before divesting them to producing mining companies. Operational initiatives include follow-up metallurgical testing to optimize processing methods and improve potential recovery rates, thereby enhancing the economic viability of its assets. The entity does not intend to declare or pay any cash dividends in the foreseeable future, retaining all earnings and cash resources for the operation and development of its business.

Executive leadership is headed by President and Chief Executive Officer Ian Harris, who assumed the role in July 2023, and Executive Chairman Ian Slater. The board of directors consists of 7 members. Governance oversight is primarily managed through an Audit Committee composed of 3 directors, 2 of whom are considered independent and all of whom are financially literate. The committee's chair is a retired CPA, CA, and another member holds a Master’s degree in Financial Analysis. The organization operates as a "venture issuer" and utilizes related exemptions concerning audit committee composition and reporting obligations. A key governance practice requires directors to disclose any conflicts of interest and abstain from voting on related matters. As a group, the directors and officers of the company beneficially own approximately 6.6% of the total issued and outstanding common shares, aligning their interests with those of shareholders. The recent appointment of a new Chief Financial Officer in October 2024 reflects an ongoing evolution of the management team. The board's audit committee is responsible for recommending the independent auditor, reviewing financial controls, and pre-approving all non-audit services.

The corporate structure has been shaped by several key transactions. In January 2020, the company acquired the Santa Ana Project through a share purchase agreement with Cedar Capital Corporation, which involved acquiring its subsidiary Malew Overseas S.A. A significant amalgamation with Zacapa Resources Ltd. occurred in November 2023, executed via a 4-for-1 share exchange. The organization expanded its land position around the Santa Ana Project by acquiring claims from Activos Mineros de Colombia S.A.S. in July 2020. A recent strategic partnership was formed on September 12, 2024, through an earn-in and joint venture agreement with Golden Mile Resources Limited for the Pearl project. The company also holds interests through other agreements, including the outright purchase of Minera Mallama S.A.S. in 2017 to acquire the Mallama Project and an active option agreement for the Argelia property. In October 2024, the investor base was strengthened when Eric Sprott subscribed to an entire $5,000,000 private placement. Key operational subsidiaries include the wholly-owned Minerales Santa Ana SAS and Miranda Gold Colombia II LTD.