Outcrop Silver & Gold Corporation (TSXV:OCG) signed an amalgamation agreement to acquire Zacapa Resources Ltd. (TSXV:ZACA) from Ian Slater, Jay Sujir, Marc Boissonneault, Sunil Sharma, Michelle Borromeoon and others for CAD 5.7 million on August 30, 2023. 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. Upon completion of the Transaction, it is expected that the shareholders of Zacapa will hold approximately 12% of Outcrop's issued and outstanding common shares. The board of Outcrop will remain the same.

Closing of the Transaction is subject to a number of customary conditions being satisfied or waived by one or both of Outcrop and Zacapa, including the receipt of Zacapa shareholder approval, together with approval of the Majority of the Minority at the Meeting, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, all of the current directors and officers of Zacapa shall have resigned and number of Zacapa Shares in respect of which Zacapa Shareholders have duly and validly exercised Dissident Rights shall not have exceeded 5% of the Zacapa Shares, Outcrop Shares to be issued pursuant to the Amalgamation shall have been conditionally approved for listing on the TSXV. Outcrop and Zacapa are committed to consummating the Transaction in an expedited manner and it is anticipated that a special meeting of Zacapa Shareholders to approve the proposed Transaction will be held in October 2023 and, if approved and all other conditions have been met, it is expected that the Transaction will close shortly thereafter. Implementation of the Transaction will be subject to approval at the Meeting by at least two-thirds of the votes cast by all the Zacapa Shareholders, based on the votes cast by Zacapa Shareholders at the Meeting, and by a majority of the votes cast by disinterested shareholders at the Meeting. As of the date hereof, Ian Slater, Jay Sujir, Marc Boissonneault, Sunil Sharma and Michelle Borromeo (together, the "Supporting Shareholders") collectively beneficially own, directly or indirectly, or exercise control or direction over, 18,340,000 Zacapa Shares, which represent approximately 15.27% of the issued and outstanding Common Shares. Each of the Supporting Shareholders have, separately entered into voting support agreements with Outcrop (the "Support Agreements") which they have agreed, among other things, to vote in favour of the Amalgamation, and to be restricted by non-solicitation and exclusivity provisions. A special committee consisting of Marc Boissonneault, the sole independent director of Zacapa, has been established by Zacapa to consider the Transaction. The Special Committee has recommended that the Board of Directors of Zacapa approve the Transaction. The Zacapa Board (excluding conflicted directors) having received the recommendation of the Special Committee, unanimously determined that the Transaction is in the best interests of Zacapa, is fair to the Zacapa Shareholders and recommends the approval of the Transaction by Zacapa Shareholders. The Board of Directors of Outcrop (excluding conflicted directors) have determined that the Transaction is in the best interests of Outcrop and have approved the Transaction.

Evans & Evans, Inc. has provided the Special Committee with an opinion to the effect that, based upon its analysis and subject to the full text of the fairness opinion, including the assumptions, qualifications and limitations set out therein, the Exchange Ratio is fair, from a financial point of view, to the Zacapa Shareholders, Olympia Trust Company served as Transfer agent to Zacapa Resources Ltd