Outcrop Silver & Gold - Capital/Financing Update 2025

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (this “ Prospectus Supplement ”), together with the accompanying short form base shelf prospectus dated August 18, 2023 to which it relates, as amended or supplemented, (the “ Shelf Prospectus ”), and each document incorporated by reference into this Prospectus Supplement and the Shelf Prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, possessions or the District of Columbia (the “ United States ”), or to a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) (a “ U.S. Person ”) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. Person. See “Plan of Distribution”.

Information has been incorporated by reference in this Prospectus Supplement and the Shelf Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein or therein by reference may be obtained on request, without charge, from the Corporate Secretary of Outcrop Silver & Gold Corporation at Suite 905 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone (778) 372-2553), and are also available electronically at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

to the Short Form Base Shelf Prospectus dated August 18, 2023

New Issue

March 25, 2025

OUTCROP SILVER & GOLD CORPORATION

==> picture [119 x 120] intentionally omitted <==

Up to $6,500,000 29,545,454 Units

Outcrop Silver & Gold Corporation (“ Outcrop ” or the “ Company ”) is hereby qualifying for distribution up to 29,545,454 units of securities (the “ Units ”) of the Company (the “ Offering ”) at a price of $0.22 per Unit (“ Offering Price ”). The Offering is being made pursuant to an agency agreement (the “ Agency Agreement ”) dated March 25, 2025 between the Company and Research Capital Corporation (the “ Agent ”), as sole agent and sole bookrunner. See “Plan of Distribution”. The terms of the Offering were determined by arm’s length negotiations between the Company and the Agent, with reference to the prevailing market price of the common shares of the Company (“ Common Shares ”).

Each Unit consists of one Common Share (a “ Unit Share ”) and one-half of one Common Share purchase warrant (a “ Warrant ”). Each whole Warrant will entitle the holder thereof to acquire, subject to adjustment in accordance with the Warrant Indenture (as defined herein), one Common Share (a “ Warrant Share ”) at a price of $0.30 per Warrant Share at any time prior to 4:30 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein) (the “ Expiry Date ”). The Warrants will be governed by a warrant indenture (the “ Warrant Indenture ”) to be entered into on or before the Closing Date between the Company and Olympia Trust Company (the “ Warrant Agent ”). See “Description of the Securities Being Distributed”.

The Offering is being made in Canada under the terms of the Shelf Prospectus and this Prospectus Supplement.

(ii)

The issued and outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “OCG” and on the OTCQX Best Market (the “ OTCQX ”) under the symbol “OCGSF”. On March 24, 2025, the last trading day prior to the date of this Prospectus Supplement, the closing price per Common Share on the TSXV was $0.215, and on the OTCQX was US$0.1492.

The Company has applied to list the Unit Shares and the Warrant Shares, as well as the Broker Warrant Shares (as defined herein) which may be issued upon exercise of the Broker Warrants (as defined herein) to be issued pursuant to the Offering on the TSXV. Conditional approval for listing of such securities on the TSXV is a condition of closing of the Offering. Listing is subject to the Company fulfilling all of the requirements of the TSXV.

There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants that are purchased pursuant to the Offering. In addition, the Warrants will not be listed for trading on the TSXV or any other stock exchange following the Closing Date. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation.

The Company intends to raise gross proceeds in a maximum amount of $6,500,000 in connection with this Prospectus Supplement, subject to the Over-Allotment Option (as defined herein). There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete the Offering after raising only a small proportion of the Offering amount set out above. See “Risk Factors”.

Per Unit Total(4)(5)	Price: $0.22 per Unit Price to Public Agent’s Fee(1)(2) Net Proceeds to the Company(3)(4)(5)
	$0.22 $0.0132 $0.2068 $6,500,000 $390,000 $6,110,000

(1) The Company has agreed to pay the Agent a cash fee equal to 6% of the gross proceeds of the Offering (the “ Agent’s Fee ”), including in respect of any gross proceeds raised on the exercise of the Over-Allotment Option, subject to a reduced fee equal to 3% in respect of gross proceeds allocable to Units sold to Mr. Eric Sprott or his affiliate, 2176423 Ontario Ltd., on a president’s list (the “ President’s List ”). The Agent will also receive, as additional compensation, non-transferable broker warrants (the “ Broker Warrants ”) to purchase that number of Common Shares (“ Broker Warrant Shares ”) equal to 6% of the aggregate number of Units issued by the Company under the Offering (including pursuant to the exercise of the Over-Allotment Option), subject to a reduced number of Broker Warrants equal to 3% in respect of such for Units sold to investors on the President’s List. Each Broker Warrant will entitle the holder thereof to acquire one Broker Warrant Share at a price of $0.22 per Broker Warrant Share for a period of 24 months from the Closing Date. This Prospectus Supplement and accompanying Shelf Prospectus qualify the distribution of the Broker Warrants and Broker Warrant Shares. See “Plan of Distribution”.
(2) A.G.P. Canada Investment ULC (the “ Financial Advisor ”) has been appointed as a financial advisor to the Company in respect of the Offering. As consideration for such services, (i) the Agent has been directed by the Company to pay, for and on behalf of the Company (out of the net Agent’s Fee received), to the Financial Advisor a cash fee equal to 50% of the net Agent’s Fee, and (ii) the Company will issue (subject to regulatory approval) such number of non-transferable Common Share warrants (the “ Financial Advisor Warrants ”) (out of the total Broker Warrants issued) as is equal to 50% of the number of Broker Warrants issued. Each Financial Advisor Warrant will entitle the holder to acquire one Common Share at a price of $0.22 per share for a period of 24 months from the Closing Date. This Prospectus Supplement and accompanying Shelf Prospectus qualify the distribution of the Financial Advisor Warrants. See “Plan of Distribution”.
(3) After deducting the Agent’s Fee (assuming no President’s List sales) but before deducting expenses of the Offering, estimated to be $325,000, which will be paid from the proceeds of the Offering.
(4) The Company has granted the Agent an option (the “ Over-Allotment Option ”), exercisable in whole or in part in the sole discretion of the Agent at any time and from time to time up to 30 days from and including the Closing Date (the “ Over-Allotment Deadline ”), to purchase up to an additional 4,431,818 Units (the “ Over-Allotment Units ”) (representing up to 15% of the number of Units sold pursuant to the Offering), at the Offering Price, to cover over-allotments, if any, made by the Agent and for market stabilization purposes. The OverAllotment Option may be exercised to acquire (i) up to 4,431,818 Over-Allotment Units at the Offering Price, (ii) up to 4,431,818 additional Unit Shares at a price of $0.2110 per Unit Share (the “ Over-Allotment Shares ”), (iii) up to 2,215,909 additional Warrants at a price of $0.0180 per Warrant (being $0.0090 per half Warrant) (the “ Over-Allotment Warrants ”), or (iv) any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, provided that the aggregate number of Over-Allotment Shares which may be issued under the Over-Allotment Option does not exceed 4,431,818 and the aggregate number of Over-Allotment Warrants which may be issued under the Over-Allotment Option does not exceed 2,215,909. The Over-Allotment Option is exercisable by the Agent giving notice to the Company prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units, Over-Allotment Shares and/or Over-Allotment Warrants to be purchased. A person who acquires securities under this Prospectus Supplement forming part of the Agent’s over-allocation position acquires those securities regardless of whether the Agent’s over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.
(5) If the Over-Allotment Option is exercised in full, and assuming no President’s List sales, the total Price to the Public, Agent’s Fee and Net Proceeds to the Company will be $7,475,000, $448,500 and $7,026,500 (before estimated expenses of $325,000), respectively. See “Plan of Distribution”. This Prospectus qualifies the grant of the Over-Allotment Option. See “Plan of Distribution”.

(iii)

The following table sets out the Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants for which the Over-Allotment Option may be exercised, the number of Broker Warrant Shares that may be issued to the Agent on exercise of the Broker Warrants and the number of Common Shares that may be issued to the Financial Advisor on exercise of the Financial Advisor Warrants:

Agent’s Position	Number of Common	Exercise Period	Exercise Price
	Shares Available
Over-Allotment Option	Up to 4,431,818 Over-	Up to 30 days from and	$0.22 per Over-Allotment
	Allotment Units / Up to	including the Closing Date	Unit
	4,431,818 Over-Allotment
	Shares / Up to 2,215,909		$0.2110 per Over-
	Over-Allotment Warrants		Allotment Share
			$0.0180 per Over-
			Allotment Warrant
Broker Warrants	Up to 2,038,636 Broker	Exercisable at any time	$0.22 per Broker Warrant
	Warrant Shares(1) (2)	until 24 months after the	Share
		Closing Date
Financial Advisor	Up to 1,019,318 Common	Exercisable at any time	$0.22 per Common Share
Warrants	Shares(1)	until 24 months after the
		Closing Date

(1) Assumes the Over-Allotment Option has been exercised in full and no Units will be allocated to purchasers under the President’s List. (2) Before any Financial Advisor Warrants are issued out of the total Broker Warrants issued.

Unless the context otherwise requires, all references to the “Offering”, the “Units”, the “Unit Shares”, the “Warrants”, the “Warrant Shares”, the “Broker Warrants” and the “Broker Warrant Shares” in this Prospectus Supplement shall include all securities issuable assuming the exercise of the Over-Allotment Option.

Subject to applicable laws, the Agent may, in connection with the Offering, over-allot or effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Agent proposes to offer the Units initially at the Offering Price. After the Agent has made reasonable efforts to sell all of the Units at such price, the offering price for the Units may be decreased, and further changed from time to time, to an amount not greater than the Offering Price.

The Agent, as principal, conditionally offers the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Agent in accordance with the conditions contained in the Agency Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company by Farris LLP and on behalf of the Agent by McCarthy Tétrault LLP.

The Offering is being made in the each of the provinces of Canada, other than Québec. The Units will be offered in each of such provinces, through the Agent or its affiliates that are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to applicable law, the Agent may offer the Units in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agent. See “Plan of Distribution”.

The Units, which shall include Units purchased by “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act (“ Qualified Institutional Buyers ”) for their own account or for the account or benefit of a person in the United States or a U.S. Person as defined in Regulation S under the U.S. Securities Act (“ U.S. Person ”), are expected to be issued and delivered under the book-based system through CDS Clearing and Depository Services Inc. (“ CDS ”) or its

(iv)

nominee and deposited in electronic form on the Closing Date. Purchasers will only receive a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS participant. Units, if any, acquired by Qualified Institutional Buyers in the United States may not be deposited into the facilities of the Depositary Trust Company, or a successor depository within the United States, or be registered or arranged to be registered, with Cede & Co. or any successor thereto. No definitive certificates will be issued unless specifically requested or required. See “Plan of Distribution”.

The Agent is offering to sell and seeking offers to buy the Units only in those jurisdictions where, and to persons whom, offers and sales are lawfully permitted. The Offering does not constitute an offer to sell or a solicitation of an offer to buy Units in any jurisdiction in which it is unlawful. Prospective investors should be aware that the acquisition or disposition of the Units may have tax consequences in Canada or elsewhere, depending on each prospective investor’s specific circumstances. Prospective investors should consult with their own tax advisors with respect to such tax considerations.

An investment in the Units involves significant risks that should be carefully considered by prospective investors before purchasing Units. The risks outlined in this Prospectus Supplement, the Shelf Prospectus, and in the documents incorporated by reference herein and therein, should be carefully reviewed and considered by prospective investors in connection with any investment in Units. See the “Cautionary Statement on ForwardLooking Information” and “Risk Factors” sections of the Shelf Prospectus and in this Prospectus Supplement and in the documents incorporated by reference herein and therein which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Owning the Unit Shares and Warrants comprising the Units may subject you to tax consequences. This Prospectus Supplement and the Shelf Prospectus may not describe the tax consequences fully. Purchasers of the Units should read the tax discussion contained in this Prospectus Supplement and consult their own tax adviser prior to making any investment in the Units. See “Certain Canadian Federal Income Tax Considerations”.

The head office, principal address and registered and records office of the Company is located at 905 – 1111 West Hastings Street, Vancouver BC, Canada V6E 2J3.

Olympia Trust Company will act as transfer agent and registrar for the securities issued under the Offering (the “ Offered Securities ”) at its principal office in Vancouver, British Columbia. See “Auditors, Transfer Agent and Registrar”.

Directors of the Company and qualified persons or companies that file a consent in respect of this Prospectus Supplement and the Shelf Prospectus residing outside of Canada have appointed Outcrop Silver & Gold Corporation at 905 – 1111 West Hastings Street, Vancouver BC, Canada V6E 2J3 as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the person has appointed an agent for service of process.

Name of Person Ian Harris Colombia Chief Executive Officer, President & Director Joseph Hebert United States Director Ana Milena Vásquez Colombia Director Guillermo Armando Hernandez Pineda Mexico VP Exploration Rodney Webster Australia Qualified Person Robert Chesher Australia Qualified Person	Name and Address of Agent
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3

(v)

Name of Person José A. Olmedo Mexico Qualified Person Edwin Naranjo Sierra Colombia Qualified Person	Name and Address of Agent
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3

(vi)

TABLE OF CONTENTS OF THIS PROSPECTUS SUPPLEMENT

Page ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHELF PROSPECTUS ................................................................................................................................................ 1 FINANCIAL INFORMATION AND CURRENCY ..................................................................................................... 1 MARKET AND INDUSTRY DATA............................................................................................................................ 2 NON-IFRS MEASURES .............................................................................................................................................. 2 CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION ........................................................ 2 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 4 MARKETING DOCUMENT ........................................................................................................................................ 5 OUTCROP SILVER & GOLD CORPORATION ........................................................................................................ 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 6 USE OF PROCEEDS .................................................................................................................................................... 6 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ....................................................................................... 7 PLAN OF DISTRIBUTION .......................................................................................................................................... 9 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.............................................................. 12 ELIGIBILITY FOR INVESTMENT .......................................................................................................................... 16 RESTRICTIONS ON SALE ....................................................................................................................................... 16 PRIOR SALES ............................................................................................................................................................ 17 RISK FACTORS ......................................................................................................................................................... 21 ENFORCEABILITY OF CIVIL LIABILITIES .......................................................................................................... 25 LEGAL MATTERS .................................................................................................................................................... 25 EXPERTS .................................................................................................................................................................... 25 AUDITORS, TRANSFER AGENT AND REGISTRAR............................................................................................ 25 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .............................................. 25 CERTIFICATE OF THE COMPANY .......................................................................................................................C-1 CERTIFICATE OF THE AGENT .............................................................................................................................C-2

(vii)

TABLE OF CONTENTS OF THE ACCOMPANYING SHELF PROSPECTUS

Page

ABOUT THIS SHORT FORM PROSPECTUS ........................................................................................................... 1 CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION ........................................................ 1 NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES ................ 3 ENFORCEMENT OF CERTAIN CIVIL LIABILITIES .............................................................................................. 3 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION .......................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 OUTCROP SILVER & GOLD CORPORATION ........................................................................................................ 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 7 PLAN OF DISTRIBUTION .......................................................................................................................................... 7 USE OF PROCEEDS .................................................................................................................................................... 9 DESCRIPTION OF COMMON SHARES.................................................................................................................... 9 DESCRIPTION OF WARRANTS ...............................................................................................................................10 DESCRIPTION OF SUBSCRIPTION RECEIPTS......................................................................................................11 DESCRIPTION OF UNITS .........................................................................................................................................12 DESCRIPTION OF SHARE PURCHASE CONTRACTS ..........................................................................................13 EARNINGS COVERAGE RATIOS ............................................................................................................................13 PRIOR SALES .............................................................................................................................................................13 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...............................................................14 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS .....................................................14 RISK FACTORS ..........................................................................................................................................................14 LEGAL MATTERS .....................................................................................................................................................15 EXPERTS .....................................................................................................................................................................15 AUDITORS, TRANSFER AGENT AND REGISTRAR.............................................................................................15 CONTRACTUAL RIGHTS OF RESCISSION ...........................................................................................................16 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...............................................16 CERTIFICATE OF THE COMPANY .......................................................................................................................C-1

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHELF PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and also adds to and updates certain information contained in the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the Shelf Prospectus, which provides more general information. If the information varies between this Prospectus Supplement and the Shelf Prospectus, the information in this Prospectus Supplement supersedes the information in the Shelf Prospectus. The Shelf Prospectus and this Prospectus Supplement together comprise the Prospectus for the purposes of qualifying the securities offered pursuant to the Offering.

An investor should rely only on the information contained in this Prospectus Supplement and the Shelf Prospectus (including the documents incorporated by reference herein and therein) and is not entitled to rely on parts of the information contained in this Prospectus Supplement or the Shelf Prospectus (including the documents incorporated by reference herein or therein) to the exclusion of others. The Company and the Agent have not authorized anyone to provide investors with additional or different information. The Company and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give readers of this Prospectus Supplement. Information contained on, or otherwise accessed through, the Company’s website is not deemed to be a part of this Prospectus Supplement or the Shelf Prospectus and such information is not incorporated by reference herein, and the Company disclaims any such incorporation by reference.

The Company and the Agent are not offering to sell the Offered Securities in any jurisdictions where such offer or sale is not permitted. The information contained in this Prospectus Supplement (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus Supplement or as of the date as otherwise set out herein (or as of the date of the document incorporated by reference herein or as of the date as otherwise set out in the document incorporated by reference herein, as applicable), regardless of the time of delivery of this Prospectus Supplement or any sale of Offered Securities. The business, capital, financial condition, results of operations and prospects of the Company may have changed since those dates. The Company does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

This Prospectus Supplement should not be used by anyone for any purpose other than in connection with the Offering.

The documents incorporated or deemed to be incorporated by reference herein or in the Shelf Prospectus contain meaningful and material information relating to the Company, and readers of this Prospectus Supplement should review all information contained in this Prospectus Supplement, the Shelf Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein, as amended or supplemented.

FINANCIAL INFORMATION AND CURRENCY

The Company has prepared its consolidated financial statements, incorporated herein by reference, in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board which is incorporated within Part 1 of the CPA Canada Handbook – Accounting, and its consolidated financial statements are subject to Canadian generally accepted auditing standards and auditor independence standards. As a result, they may not be comparable to financial statements of United States companies.

All currency amounts in this Prospectus Supplement are expressed in Canadian dollars, unless otherwise indicated. References to dollars or “$” are to Canadian currency unless otherwise indicated. All references to “US$” refer to United States dollars. On March 24, 2025, the daily exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = $1.4318.

Unless the context otherwise requires, all references in this Prospectus Supplement to the “Company”, “Outcrop” or “we”, “us” and “our” refer to the Company and its subsidiary entities on a consolidated basis.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, the market and industry data contained or incorporated by reference in this Prospectus Supplement is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Company and the Agent believe these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey. The Company and the Agent have not independently verified any of the data from third party sources referred to or incorporated by reference herein and accordingly, the accuracy and completeness of such data is not guaranteed.

NON-IFRS MEASURES

The financial results of the Company are prepared in accordance with IFRS. Additionally, the Company utilizes certain non-IFRS measures such as working capital. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the accompanying Shelf Prospectus and documents incorporated by reference herein and therein contain “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively referred to herein as “ forward-looking information ” or “ forward-looking statements ”). Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to get a better understanding of the Company’s operating environment, the business operations and financial performance and condition.

Forward-looking information and statements contained or incorporated by reference herein and therein include, but are not limited to, statements regarding anticipated burn rate and operations; expectations of the use by the Company of the net proceeds raised from the Offering, including as to achieving the related business objectives described herein; expectations of the timing, size and completion of the Offering and the listing of the Unit Shares and Warrant Shares on the TSXV; planned exploration and development activities and expenditures; the future interpretation of geological information; the cost and results of operational activities including objectives, exploration, development and evaluation activities; expectations regarding mineral resources; realization of mineral resource estimates; reclamation costs and timing; results of the technical report titled “Santa Ana Property Mineral Resource Estimate” dated effective June 8, 2023 (the “ Santa Ana Technical Report ”) and filed on SEDAR, the predecessor to SEDAR+, on June 12, 2023 regarding the Company’s Santa Ana project located in Falan Municipality, Tolima, Colombia (the “ Santa Ana Project ”) and prepared for the Company by Rodney Webster, MAIG, Robert Chesher, FAusIMM (CPMET), and José Olmedo, SME; expectations regarding the continuity and potential of the La Ye Vein System at the Santa Ana Project and the Santa Ana Project’s district-scale potential; expectations with respect to the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes; future financings and the ability to raise capital; the future price of silver and gold; requirements for additional capital; and the date of the Company’s next meeting of shareholders. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts of Outcrop about Outcrop’s business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions, including among others,

that the results of planned exploration and development activities are as anticipated and on time; the price of silver and gold and other market conditions and factors; the cost of planned exploration and development activities; there will be limited changes in any project parameters as plans continue to be refined; that financing will be available if and when needed and on reasonable terms; that third party contractors, equipment, supplies and governmental and other approvals required to conduct Outcrop’s planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of government approvals and that general business, economic, competitive, social and political conditions will not change in a material adverse manner; financial and silver and gold markets will not be adversely affected by an epidemic or pandemic; suppliers, employees, contractors and subcontractors will be available to continue operations as needed; demand for, and supply of, silver and gold, including long-term contracting, public perception of nuclear power and construction, maintenance and operation of nuclear power facilities; tax rates, interest rates and exchange rates; mineral reserve and resources estimates and the assumptions on which they are based; and the listing of Common Shares qualified by this document on any securities exchange. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of Outcrop to differ materially from any projections of results, performances and achievements of Outcrop expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third party financing; uncertainty of additional financing; price of silver and gold; the appeal of alternate sources of energy; exploration risks; uninsurable risks; reliance upon key management and other personnel; imprecision of mineral resource estimates; potential cost overruns on any development; capital intensive nature of mining industry; changes in climate or increases in environmental regulation; aboriginal title and consultation issues; deficiencies in the Company’s title to its properties; information security and cyber threats; failure to manage conflicts of interest; failure to obtain or maintain required permits and licenses; changes in laws, regulations and policy; competition for resources and financing; volatility in market price of the Company’s shares; financial and silver and gold market reactions, as well as effects on individuals on which Outcrop relies, as a result of global pandemics; speculative nature of exploration and development projects; liquidity of securities of Outcrop; dilution risks to existing security holders; risks associated with the sale of securities of Outcrop; conflicts of interest for Outcrop’s directors engaged in similar businesses; interruption or failure of Outcrop’s information systems; cyberattacks; competitors and competing technology; inability to exploit, expand and replace mineral reserves and mineral resources; and other factors discussed or referred to in this Prospectus Supplement, the Shelf Prospectus or documents incorporated by reference herein and therein under “Risk Factors”.

Although Outcrop has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

All of the forward-looking statements made in this Prospectus Supplement are qualified by these cautionary statements and those made in the Company’s other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the “Risk Factors” section of this Prospectus Supplement and the Shelf Prospectus, the “Risk Factors” section of the AIF (as defined below) and the ‘‘Risks and Uncertainties’’ sections of the 2024 MD&A and Q1 2025 MD&A (each, as defined below). These factors are not intended to represent a complete list of the factors that could affect Outcrop. Outcrop disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. The Company’s public filings with the securities commissions or similar authorities in each of the provinces and territories of Canada can be found through the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”) on the Company’s profile at www.sedarplus.ca.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus Supplement and the Shelf Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada . Copies of the documents incorporated by reference herein may be obtained on request, without charge, from the Corporate Secretary of the Company at Suite 905 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone (778) 372-2553) and are also available electronically at www.sedarplus.ca. The filings of the Company through SEDAR+ are not incorporated by reference in this Prospectus Supplement except as specifically set out herein.

This Prospectus Supplement is incorporated by reference into the Shelf Prospectus as of the date hereof and only for the purposes of the distribution of the Offered Securities. Other documents are also incorporated or deemed to be incorporated by reference into the Shelf Prospectus and reference should be made to the Shelf Prospectus for full details.

As of the date hereof, the following documents, filed by the Company with the securities commissions or similar authorities in certain of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, the Shelf Prospectus as supplemented by this Prospectus Supplement, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus Supplement, the Shelf Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus Supplement, as further described below:

(a) annual information form of the Company for the year ended August 31, 2024 and dated December 10, 2024 (the “ AIF ”);
(b) audited consolidated financial statements of the Company as at and for the years ended August 31, 2024 and 2023, together with the notes thereto and the auditor’s report thereon (“the “ 2024 Annual Financial Statements ”);
(c) management’s discussion and analysis of financial condition and result of operations (“ MD&A ”) of the Company for the year ended August 31, 2024 (the “ 2024 MD&A ”);
(d) management information circular of the Company dated January 10, 2025 in connection with the annual general and special meeting of shareholders held on February 14, 2025;
(e) unaudited condensed interim consolidated financial statements of the Company for the three months ended November 30, 2024, together with the notes thereto (the “ Q1 2025 Financial Statements ”);
(f) MD&A of the Company for the three months ended November 30, 2024 (the “ Q1 2025 MD&A ”); (g) the Santa Ana Technical Report;
(h) the investor presentation dated March 2025 (the “ Investor Presentation ”); and
(i) the template version of the term sheets (including up-size) dated March 21, 2025 in connection with the Offering (together with the Investor Presentation, the “ Marketing Documents ”).

Any statement contained in this Prospectus Supplement, the Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein for the purposes of the offering of Units hereunder shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement and the Shelf Prospectus, to the extent that a statement contained herein or therein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any

purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this prospectus.

Copies of the documents incorporated by reference herein will be available electronically on the Company's SEDAR+ profile, which can be accessed at www.sedarplus.ca. The Company’s filings through SEDAR+ are not incorporated by reference in the Prospectus Supplement except as specifically set out herein.

MARKETING DOCUMENT

The Marketing Documents do not form part of this Prospectus Supplement and the accompanying Shelf Prospectus to the extent that the contents of the Marketing Documents have been modified or superseded by a statement contained in this Prospectus Supplement and the accompanying Shelf Prospectus. Any “template version” of any “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements) that has been, or will be, filed on SEDAR+ (www.sedarplus.ca) before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and the accompanying Shelf Prospectus solely for the purposes of the Offering.

OUTCROP SILVER & GOLD CORPORATION

The following summary contains basic information about the Company and is not intended to be complete. This description does not contain all the information about the Company and its assets and business that you should consider before investing in the Units. You should carefully read the entire Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference in this Prospectus Supplement and in the accompanying Shelf Prospectus before making an investment decision. See “Documents Incorporated by Reference”. You should also carefully consider the matters discussed under “Risk Factors” in this Prospectus Supplement, under “Risk Factors” in the accompanying Shelf Prospectus and under “Risk Factors” and/or “Risks and Uncertainties’’, as applicable, in the Company’s continuous disclosure documents filed on SEDAR+ at www.sedarplus.ca.

Summary Description of the Business

Outcrop is an exploration company active in Colombia with an emphasis on generating silver and gold projects with world-class discovery potential. Outcross is advancing the Santa Ana high-grade silver deposit with exploration activities aiming to expand the current mineral resource. The Santa Ana Project is being advanced by a highly disciplined and seasoned professional team with decades of experience in Colombia. The Company’s Common Shares trade on the TSXV under the ticker symbol “OCF” and the OTCQX under the ticker symbol “OCFSF”.

For further information regarding Outcrop and the Santa Ana Project, see the AIF and other documents incorporated by reference in this Prospectus Supplement available at www.sedarplus.ca under the Company’s profile.

Recent Developments

On January 6, 2025, the Company announced new drill results from the La Ye Vein System at the Santa Ana Project in Colombia, confirming high-grade mineralization and expanding the known system.

On February 12, 2025, the Company reported that step-out drilling extended the La Ye Vein System, further demonstrating its continuity and potential.

On February 13, 2025, the Company announced that that its board of directors approved the adoption of an amendment to its 10% rolling stock option plan to change it to a fixed number plan. The amendment to the Company’s stock option plan changed the aggregate number of common shares reserved for issuance from treasury under the revised fixed stock option plan to 34,159,595.

On February 14, 2025, the Company announced that Ian Harris, Jay Sujir, Kevin Nishi, Joseph Hebert and Ana Milena Vásquez were elected as directors of the Company at the Company’s annual general and special meeting of shareholders held on that date. Mr. Ian Slater did not stand for re-election and therefore was no longer a director of the Company. The Company announced that Mr. Slater will continue to support the Company as a special advisor.

On March 12, 2025, the Company announced a new discovery at the Los Mangos target, significantly expanding the mineralized footprint at the Santa Ana Project and reinforcing the Santa Ana Project’s district-scale potential.

On March 21, 2025, the Company announced the Offering, including an up-size from a previously announced size earlier that day.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share capital of the Company, on a consolidated basis, since the date of the Q1 2025 Interim Financial Statements, which have not been disclosed in this Prospectus Supplement or the documents incorporated by reference.

The following table sets forth the consolidated capitalization of the Company as at the date of the Q1 2025 Interim Financial Statements and as at such date, on an adjusted basis, after giving effect to the issuance of the Units in connection with the Offering as well as the issuance of other Common Shares subsequent to November 30, 2024. The table should be read in conjunction with the Q1 2025 Interim Financial Statements, including the notes thereto and the related management’s discussion and analysis, which are incorporated by reference in this Prospectus Supplement.

Current Liabilities Long Term Liabilities Common Shares Convertible securities	As at November 30, 2024 (unaudited) $1,003,072 $0 339,845,958 67,001,068 warrants(2) 29,781,250 stock options 37,500 deferred stock units	As at November 30, 2024, after giving effect to the Offering(3)(4) (unaudited) $1,003,072 $0 371,141,412(1) 83,546,522 warrants(2) 28,018,750 stock options 37,500 deferred stock units	As at November 30, 2024, after giving effect to the Offering and the full exercise of the Over-Allotment Option(3)(4) (unaudited)
			$1,003,072 $0 375,573,230(1) 86,028,340 warrants(2) 28,018,750 stock options 37,500 deferred stock units

Notes:

(1) Reflects issuances of Common Shares issued subsequent to November 30, 2024 and unrelated to the Offering. See “Prior Sales – Common Shares”.

(2) Reflects warrants, compensation options, broker warrants and financial advisor warrants. (3) Also includes exercise of outstanding securities to date.

(4) Assuming issuance of the Units, the Broker Warrants and the Financial Advisor Warrants, but no exercise of the Warrants, Broker Warrants or Financial Advisor Warrants or any other outstanding convertible securities. See “Plan of Distribution”.

USE OF PROCEEDS

After deducting the Agent’s fee of $390,000 (or $448,500 if the Over-Allotment Option is exercised in full and assuming no President’s List sales) and expenses of the Offering estimated to be $325,000, the net proceeds to the Company from the Offering are estimated to be $5,785,000 (or $6,701,500 if the Over-Allotment Option is exercised in full and assuming no President’s List sales). See “Plan of Distribution”.

The net proceeds from the Offering (assuming no exercise of the Over-Allotment Option) are expected to be used by the Company as set out in the table below. Any net proceeds realized on exercise of the Over-Allotment Option are expected to be applied to unallocated general working capital.

Use of Proceeds Exploration and development of the Santa Ana Project(1) General and administrative expenses(2) Total	Approximate Amount
	$4,795,000 $990,000
	$5,785,000

Notes:

(1) The Company expects to complete the following exploration and development on the Santa Ana Project in the next 12 months from the date of this Prospectus Supplement: The Company plans to conduct a focused resource expansion drilling program at the Santa Ana Project over the next 12 months. This work aims to expand the resource on existing high-grade primary silver veins while also testing multiple advanced targets identified through prior exploration.

(2) Consists of consulting and outside services ($570,000), professional fees ($130,000), investor relations and marketing ($210,000), transfer agent and filing fees ($55,000), and office and miscellaneous ($25,000).

The Company currently intends to spend the net proceeds of the Offering as stated in this Prospectus Supplement. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. The actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “Risk Factors”.

Until applied, the net proceeds will be held as cash balances in the Company’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof. Unallocated funds from the Offering will be added to the working capital of the Company, and will be expended at the discretion of management.

The Company has had negative operating cash flow in recent years and for the most recent period ended November 30, 2024. The Company anticipates that it will continue to have negative operating cash flow until such time, if ever, that commercial production is achieved at the Santa Ana Project. To the extent that the Company has negative operating cash flows in future periods, the Company may need to allocate a portion of its existing working capital, including the net proceeds from the Offering, to fund such negative cash flow. There are no assurances that the Company will not experience negative cash flow from operations in the future. See “Risk Factors”.

Business Objectives

The Company is focused on the advancement of the Santa Ana Project from advanced discovery to a resource stage project. The net proceeds of the Offering will be used to accelerate the Company’s advancement of the Santa Ana Project.

Mr. Edwin Naranjo Sierra, the Company’s Exploration Manager, is a qualified person under National Instrument 43101 – Standards of Disclosure for Mineral Projects , who supervised the preparation of the above use of proceeds disclosure and is of the view that the proposed expenditure amounts and business objectives in respect of the exploration and development work proposed to be completed on the Santa Ana Project is reasonable.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Each Unit is comprised of one Unit Share (being a Common Share forming a part of each Unit) and one-half of one Warrant. The Units will separate into Unit Shares and Warrants immediately upon issue. Each whole Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture, one Warrant Share, at an exercise price of $0.30 for a period of 24 months from the Closing Date.

Unit Shares

The Company’s authorized capital consists of an unlimited number of Common Shares without par value. The Company has no other classes of voting securities. As of the date hereof, the Company has 341,595,958 Common Shares issued and outstanding. As of the Closing Date of the Offering, and assuming no further Common Shares are issued upon the exercise of outstanding warrants or options, the Company will have 371,141,412 Common Shares issued and outstanding or, if the Over-Allotment Option is exercised in full, 375,573,230 Common Shares issued and outstanding. See “Consolidated Capitalization”.

All of the authorized Common Shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Shareholders are entitled to receive notice of meetings of shareholders and to attend and vote at those meetings. Shareholders are entitled to one vote for each Common Share held of record on all matters to be acted upon by the shareholders. Shareholders are entitled to receive such dividends as may be declared from time to time by the board of directors of the Company, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, shareholders are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. No Common Shares have been issued subject to call or assessment. There are no pre-emptive, conversion or exchange rights and no provisions for redemption, retraction, purchase for cancellation, surrender, or sinking or purchase funds. There are no provisions restricting the issuance of additional Common Shares or requiring a shareholder to contribute additional capital.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the Business Corporations Act (British Columbia).

As of the date of this Prospectus Supplement, the Company has not declared dividends and has no current intention to declare dividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares in the future will be at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the board of directors may deem relevant.

Warrants

The Warrants will be governed by the terms of the Warrant Indenture to be entered into on or before the Closing Date between the Company and Olympia Trust Company as Warrant Agent. Under the Warrant Indenture, each Warrant will entitle the holder thereof to acquire, subject to adjustment in accordance with the Warrant Indenture, one Warrant Share at an exercise price of $0.30 per Warrant Share at any time prior to 4:30 p.m. (Toronto time) on the Expiry Date, which is the date that is 24 months following the Closing Date, after which time the Warrants shall be void and of no value or effect. The Warrants will not be listed on the TSXV or any other stock exchange or marketplace.

The following summary of certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the executed Warrant Indenture. Reference is made to the Warrant Indenture for the full text of the attributes of the Warrants which, following the closing of the Offering, (i) will be filed on SEDAR+ under the issuer profile of Outcrop Silver & Gold Corporation at www.sedarplus.ca, or (ii) may be obtained on request without charge from the Corporate Secretary of Outcrop Silver & Gold Corporation at Suite 905 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone (778) 372-2553). A register of holders of Warrants will be maintained at the principal offices of the Warrant Agent in Vancouver, British Columbia.

The Warrant Indenture will provide, in the event of certain alterations of the Common Shares, that the number of Common Shares which may be acquired by a holder of Warrants upon the exercise thereof, and the exercise price, will be subject to standard anti-dilution provisions governed by the Warrant Indenture, including provisions for the appropriate adjustment of the class, number and price of the securities issuable under the Warrant Indenture upon the occurrence of certain events including but not limited to any subdivision, consolidation, or reclassification of the shares, payment of dividends outside of the ordinary course, or amalgamation/merger of the Company.

No fractional Warrant Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Company or entitle such holder to any right or interest in respect of the Warrant Shares except as expressly provided in the Warrant Indenture. Holders of Warrants will not have any voting or preemptive rights or any other rights of a holder of Common Shares.

The Company will also covenant in the Warrant Indenture, during the period in which the Warrants are exercisable, to give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least two days prior to the record date or effective date, as the case may be, of such event.

The Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and the securities laws of the applicable state of the United States is available and the Company has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing, a holder who is a Qualified Institutional Buyer at the time of exercise of the Warrants who purchased Units in the Offering for its own account or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of legal counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units, provided that the holder is able to confirm that the representations and warranties made by the holder at the time of purchase of the Units continue to be true at the time of exercise of the Warrants.

The Warrant Indenture will provide that, from time to time, the Warrant Agent and the Company, without the consent of the holders of Warrants, may be able to amend or supplement the Warrant Indenture for certain purposes, including rectifying any ambiguities, defective provisions, clerical omissions or mistakes, or other errors contained in the Warrant Indenture or in any deed or indenture supplemental or ancillary to the Warrant Indenture, provided that, in the opinion of the Warrant Agent, relying on counsel, the rights of the holders of Warrants are not prejudiced, as a group.

The Warrant Indenture will also contain provisions making binding upon the holders of Warrants all resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by holders of Warrants holding a specified percentage of the Warrants. Any amendment or supplement to the Warrant Indenture that is prejudicial to the interests of the holders of Warrants, as a group, will be subject to approval by an “Extraordinary Resolution”, which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66 ⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting in person or by proxy and voted on the poll upon such resolution, or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 ⅔% of the number of all of the then outstanding Warrants.

The Warrant Indenture also provides that a holder of Warrants may not exercise warrants to acquire Common Shares that would result in such holder holding 20% or more of the issued and outstanding Common Shares without prior approval of the TSXV and the consent of the Company.

The principal transfer office of the Warrant Agent in Vancouver, British Columbia is the location at which Warrants may be surrendered for exercise or transfer.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Company has appointed the Agent and the Agent has agreed to act as agent to offer for sale on a “best efforts” basis the Units at the Offering Price, for an aggregate gross amount of up to $6,500,000, payable in cash to the Company against delivery of the Units, subject to the terms and conditions of the Agency Agreement.

10 -

The obligations of the Agent under the Agency Agreement may be terminated at their discretion on the basis of “material change out”, “disaster and regulatory out”, and “breach out” provisions in the Agency Agreement and may also be terminated upon the occurrence of certain stated events. While the Agent has agreed to use its commercially best efforts to sell the Units, the Agent is not obligated to purchase Units which are not sold.

In consideration of the services to be rendered by the Agent in connection with the Offering, the Company has agreed to pay the Agent a cash fee equal to 6% of the gross proceeds of the Offering, being the Agent’s Fee, including in respect of any gross proceeds raised on the exercise of the Over-Allotment Option. The Agent will also receive, as additional compensation, non-transferable Broker Warrants to purchase that number of Broker Warrant Shares as is equal to 6% of the aggregate number of Units issued by the Company under the Offering (including pursuant to the exercise of the Over-Allotment Option). Each Broker Warrant will entitle the holder thereof to acquire one Broker Warrant Share at a price of $0.22 per Broker Warrant Share for a period of 24 months from the Closing Date.

The Offering Price and other terms of the Offering were determined by arm’s length negotiation between the Company and the Agent, with reference to the prevailing market price of the Common Shares.

The Agency Agreement also provides that the Company will reimburse the Agent for certain expenses incurred in connection with the Offering and will indemnify the Agent, its affiliates and subsidiaries and their directors, officers, employees, shareholders, partners, agents and advisors against certain liabilities and expenses and will contribute to payments that the Agent may be required to make in respect thereof.

The Offering is being made in the each of the provinces of Canada, except for Québec. The Units will be offered in each of such provinces through the Agent or its affiliates that are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to applicable law, the Agent may offer the Units in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agent.

The Financial Advisor has been appointed as a financial advisor to the Company in respect of the Offering. As consideration for such services, (i) the Agent has been directed by the Company to pay, for and on behalf of the Company (out of the net Agent’s Fee received), to the Financial Advisor a cash fee equal to 50% of the net Agent’s Fee, and (ii) the Company will issue (subject to regulatory approval) such number of non-transferable Financial Advisor Warrants (out of the total Broker Warrants issued) as is equal to 50% of the number of Broker Warrants issued. Each Financial Advisor Warrant will entitle the holder to acquire one Common Share at a price of $0.22 per share for a period of 24 months from the Closing Date.

The Company has applied to list the Unit Shares and the Warrant Shares, as well as any Common Shares which may be issued upon exercise of the Broker Warrants and Financial Advisor Warrants, on the TSXV. Conditional approval for listing of such securities on the TSXV is a condition of closing of the Offering. Listing is subject to the Company fulfilling all of the requirements of the TSXV. The TSXV has conditionally approved the listing of these securities. Listing is subject to the Company fulfilling all of the requirements of the TSXV.

The Agent proposes to offer the Units initially at the Offering Price. After the Agent has made reasonable efforts to sell all of the Units at such price, the offering price for the Units may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. In addition, the Agent may offer selling group participation to other registered dealers that are satisfactory to the Company, acting reasonably, with compensation to be negotiated between the Agent and such selling group participants, but at no additional cost to the Company.

Pursuant to the Agency Agreement, the Company has agreed not to offer, nor to announce the offering of, nor to make any agreement to issue any equity or debt securities or securities convertible or exercisable into equity or debt securities of the Company for a period commencing on the date hereof and ending 90 days from the Closing Date without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, other than grants of options or other similar securities to directors, officers and employees of the Company pursuant to the Company’s stock option plan or other similar incentive plan.

11 -

Pursuant to the Agency Agreement, the Company has also agreed for the benefit of the Agent that it will use its best efforts to cause each of its directors and officers to enter into lock-up agreements in a form satisfactory to the Company and the Agent, in both cases acting reasonably, to be executed concurrently with the closing of the Offering, pursuant to which each such person agrees, among other things, to not, for a period of 30 days from the Closing Date, directly or indirectly, dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned (or hereinafter acquired) directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company, subject to the exceptions negotiated by the Company and the Agent.

Pursuant to rules and policy statements of certain Canadian securities regulators, the Agent may not, at any time during the period ending on the date the selling process for the Units ends, bid for or purchase Common Shares. The foregoing restrictions are subject to certain exceptions including: (i) a bid for or purchase of Common Shares permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory Organization relating to market stabilization and passive market making activities; (ii) a bid or purchase made for or on behalf of a client, other than certain prescribed clients, provided that the client’s order was not solicited by the Agent during the period of distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities; and (iii) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with the Offering, the Agent may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Agent at any time. The Agent may carry out these transactions on the TSXV, in the over-thecounter market or otherwise.

The Agent conditionally offers the Offered Securities on a best efforts agency basis, subject to prior sale, if, as and when issued by the Company in accordance with the terms and conditions contained in the Agency Agreement, and subject to the approval of certain legal matters on behalf of the Company by Farris LLP and on behalf of the Agent by McCarthy Tétrault LLP.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering will occur on or about March 27, 2025, or on such other date as may be permitted under applicable securities laws and as agreed upon by the Company and the Agent. It is expected that the Units distributed under this Prospectus Supplement and accompanying Shelf Prospectus will be issued and delivered under the book-based system through CDS or its nominee and be deposited in electronic form with CDS on the Closing Date. Purchasers, including Qualified Institutional Buyers in the United States purchasing for their own account or for the account or benefit of a person in the United States or a U.S. Person, will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the Units are purchased. Units, if any, acquired by such Qualified Institutional Buyers in the United States may not be deposited into the facilities of the Depositary Trust Company, or a successor depository within the United States, or be registered or arranged to be registered, with Cede & Co. or any successor thereto. No definitive certificates will be issued unless specifically requested or required.

Offering in the United States

The Unit Shares and Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the United States or a U.S. Person, unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration requirements is available.

The Agent has agreed that, except as permitted by the Agency Agreement and as expressly permitted by applicable U.S. federal securities laws and the securities laws of any applicable state of the United States, it will not offer or sell the Units at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of

12 -

its distribution. The Agency Agreement permits the Agent acting through its United States broker-dealer affiliate to offer and sell the Units pursuant to the Agency Agreement in the United States and to, or for the account or benefit of U.S. Persons, that are Qualified Institutional Buyers and are also “accredited investors” (“ U.S. Accredited Investors ”) within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in compliance with Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. Moreover, the Agency Agreement provides that the Agent will offer and sell the Units outside the United States to non-U.S. Persons only in accordance with Rule 903 of Regulation S. The Units, and the Unit Shares and Warrants comprising the Units, that are offered or sold to, or for the account or benefit of, a person in the United States or a U.S. Person, and any Warrant Shares issued upon the exercise of such Warrants, will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and the securities laws of applicable states of the United States.

The Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and the securities laws of any applicable state of the United States is available and the Company has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing, a holder that is a Qualified Institutional Buyer and is also a U.S. Accredited Investor at the time of exercise of the Warrants that purchased Units in the Offering for its own account, or for the account or benefit of persons in the United States or U.S. Persons, will not be required to deliver an opinion of legal counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units, provided that the holder is able to confirm that the representations and warranties made by the holder at the time of purchase of the Units continue to be true at the time of exercise of the Warrants.

This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units within the United States by any dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the U.S. Securities Act and similar exemptions under applicable state securities laws.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Farris LLP, Canadian counsel to the Company, and McCarthy Tétrault LLP, counsel to the Agent, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”) generally applicable to a holder of Unit Shares and Warrants acquired pursuant to this Offering, and Warrant Shares acquired on the exercise of such Warrants (the Unit Shares and Warrant Shares referred to herein as Common Shares). This summary only applies to a holder that, for the purposes of the Tax Act and at all relevant times: (i) acquires and holds such Common Shares and Warrants as capital property, and (ii) is not affiliated with and deals at arm’s length with the Company, the Agent and any subsequent purchasers of Common Shares and Warrants held by them (a “ Holder ”). A Common Share or Warrant generally will be capital property to a holder unless it is held in the course of carrying on a business of trading in or dealing in securities, or it has been acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) (“ Tax Proposals ”) before the date of this Prospectus Supplement, and the current administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”), published in writing by it before the date of this Prospectus Supplement. No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all. Except as mentioned above, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

13 -

This summary is not exhaustive of all possible Canadian federal income tax considerations, is of a general nature only, does not describe the income tax consequences relating to the deductibility of interest on money borrowed to acquire Units and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of a Common Share or Warrant.

Allocation of Cost

Holders will be required to allocate on a reasonable basis their cost of each Unit between the Unit Share and the onehalf Warrant comprising the Unit in order to determine their respective adjusted cost bases for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.2110 to each Unit Share and $0.0180 to each Warrant (being $0.0090 per half Warrant). Although the Company believes that its allocation is reasonable, it is not binding on the CRA or a Holder.

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Currency Conversion

Generally, Holders are required to compute their income and gains for Canadian tax purposes in Canadian dollars based on the exchange rates on the date the amount arose or such other rate of exchange as is acceptable to the CRA.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base (determined immediately before the acquisition of the Warrant Share) to the Holder of all Common Shares (if any) held by the Holder as capital property immediately prior to such acquisition.

Expiry of Warrants

The expiry of an unexercised Warrant will result in a capital loss to a Holder equal to the Holder’s adjusted cost base of such Warrant immediately before its expiry.

Residents of Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is or is deemed to be a resident of Canada (a “ Resident Holder ”).

Resident Holders that might not otherwise be considered to hold their Common Shares as capital property may, in certain circumstances, be entitled to have their Common Shares and all other “Canadian securities” (as defined in the Tax Act) owned in the taxation year of the election and all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Resident Holders should consult their own tax advisors as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances. This election is not available for the Warrants.

This summary does not apply to a Resident Holder: (i) that is a “financial institution” for purposes of the Tax Act, (ii) that is a “specified financial institution” as defined for purposes of the Tax Act, (iii) that is a corporation that is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Share and/or Warrant, controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm’s length, for the purposes of the “foreign affiliate dumping rules” in section 212.3 of the Tax Act, (iv) to which the “functional currency” reporting rules in section 261 of the Tax Act apply, (v) that has entered into or will

14 -

enter into a “synthetic disposition arrangement” or “derivative forward arrangement”, as such terms are defined in the Tax Act, with respect to the Common Shares or Warrants, (vi) an interest in which is a “tax shelter investment” for purposes of the Tax Act, or (vii) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Resident Holders should consult their own tax advisors.

Receipt of Dividends on Common Shares

Dividends received or deemed to be received on Common Shares by a Resident Holder that is an individual (other than certain trusts) will be included in computing the individual’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by an individual from a taxable Canadian corporation. Taxable dividends received or deemed to be received by such individual which are designated by the Company as “eligible dividends” in accordance with the Tax Act will be subject to enhanced gross-up and dividend tax credit rules under the Tax Act.

Taxable dividends received by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will be included in computing its income and generally will be deductible in computing its taxable income for that taxation year. In certain circumstances, taxable dividends received by a Resident Holder that is a corporation may be treated as proceeds of disposition or a capital gain pursuant to the rules in subsection 55(2) of the Tax Act. In addition, a Resident Holder that is a “private corporation” or a “subject corporation” for purposes of the Tax Act will generally be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received to the extent such dividends are deductible in computing such Resident Holder’s taxable income.

Disposition of a Common Share or a Warrant

On a disposition or a deemed disposition of a Common Share (other than to the Company, unless purchased by the Company on the open market in the manner in which shares are normally purchased by any member of the public in the open market) or Warrant, a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Common Share or Warrant exceed (or are exceeded by) the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. The adjusted cost base to a Holder of Common Shares and Warrant is described under the headings “ Allocation of Cost ” and “ Exercise of Warrants ”. The tax treatment of any such capital gain (or capital loss) and the capital loss on the expiry of unexercised Warrants is described under the heading “ Treatment of Capital Gains and Capital Losses ” and “ Expiry of Warrants ”

Treatment of Capital Gains and Capital Losses

Generally, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in computing the Resident Holder’s income in that year, and one-half of the amount of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such years to the extent and under the circumstances described in the Tax Act.

Although various Tax Proposals have been announced to increase the capital gains inclusion rate, a federal election has been called and Holders should consult with their own tax advisors regarding the likelihood that any such Tax Proposals would be enacted.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on the Common Share (or on a share for which such Common Share has been substituted) to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership

15 -

or a beneficiary of a trust that owns Common Shares, directly, or indirectly through a partnership or a trust. Resident Holders to which these rules may be relevant should consult their own tax advisors.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) or a “substantive CCPC” may be liable for an additional refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is (i) neither a resident nor deemed to be a resident of Canada (including as a consequence of an applicable income tax treaty or convention) and (ii) does not use or hold, and is not deemed to use or hold Common Shares or Warrants in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules which are not discussed in this summary, may apply to a non-resident insurer carrying on business in Canada and elsewhere or to an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Receipt of Dividends on Common Shares

Dividends on Common Shares paid or credited, or deemed to be paid or credited to a Non-Resident Holder will be subject to a non-resident withholding tax under the Tax Act at a rate of 25%, subject to reduction under the provisions of an applicable income tax treaty or convention. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-U.S. Income Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend.

Disposition of a Common Share or a Warrant

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of Common Shares or Warrants unless the Common Shares or Warrants disposed of constitute “taxable Canadian property” of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Generally, a Common Share or Warrant will not be “taxable Canadian property” (within the meaning of the Tax Act) of a Non-Resident Holder at a particular time provided that the Common Shares are listed on a “designated stock exchange” (which currently includes Tiers 1 and 2 of the TSXV) unless, at any time during the 60-month period preceding the particular time, (a) the Common Share derived more than 50% of its fair market value directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties (as such terms are defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii), whether or not the property exists; and (b) at such time, 25% or more of the issued shares of any class or series of the Company’s shares were owned by one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at “arm’s length” (within the meaning of the Tax Act), and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships. Notwithstanding the foregoing, the Common Shares and Warrants may also be deemed to be taxable Canadian property to a NonResident Holder for purposes of the Tax Act in certain circumstances.

Non-Resident Holders for which the Common Shares or Warrants may constitute “taxable Canadian property” should consult their own tax advisors for advice having regard to their particular circumstances.

NON-CANADIAN INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF UNITS, UNIT SHARES, WARRANTS AND WARRANT SHARES INCLUDING

16 -

CANADIAN, DOMESTIC, TREATY AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP AND DISPOSITION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

ELIGIBILITY FOR INVESTMENT

In the opinion of Farris LLP, counsel to the Company, and McCarthy Tétrault LLP, counsel to the Agent, provided that the Common Shares are listed on a designated stock exchange under the Tax Act (which currently includes Tiers 1 and 2 of the TSXV), if issued on the date hereof, the Common Shares would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (an “ RRSP ”), registered retirement income fund (an “ RRIF ”), registered education savings plan (an “ RESP ”), registered disability savings plan (an “ RDSP ”), tax-free savings account (a “ TFSA ”), a deferred profit sharing plan (a “ DPSP ”) or a first home savings account (“ FHSA ”).

The Warrants, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a RRSP, RRIF, RESP, RDSP, FHSA or TFSA (each a “ Registered Plan ”) or DPSP provided that the Common Shares are listed on a designated stock exchange under the Tax Act and neither the Company, nor any person with whom the Company does not deal at arm’s length for purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of that particular Registered Plan or DPSP.

Notwithstanding the foregoing, if the Common Shares or Warrants are a “prohibited investment” (as defined in the Tax Act) for a particular Registered Plan, the annuitant of an RRSP or RRIF, holder of a TFSA, FHSA or RDSP or subscriber of a RESP (each such person referred to as a “ Plan Subscriber ”), as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Common Shares and Warrants will not be a “prohibited investment” for a Registered Plan provided that the Plan Subscriber deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Common Shares will generally not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules. Plan Subscribers should consult with their own tax advisors as to whether the Common Shares and Warrants will be a prohibited investment for such Registered Plans in their particular circumstances.

RESTRICTIONS ON SALE

Notice to Prospective Investors in the United Kingdom (the “UK”)

In relation to the United Kingdom, no Units have been offered or will be offered except that offers of the Units may be made to the public in the UK at any time under the following exemptions under the UK Prospectus Regulation:

a. to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
b. to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the Agent; or
c. at any time in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (“ FSMA ”),

provided that no such offer of Units shall require the Company or the Agent to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression and offer of subordinate voting shares to the public in relation to any subordinate voting shares means the communication in any form and by any means of sufficient information on the terms of the offer and the subordinate voting shares, and the expression UK Prospectus Regulation means Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) in the United Kingdom.

In addition, this document is being distributed to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who : (i) have

17 -

professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Order ”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order (iii) are outside of the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Units may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. The Agent has represented, warranted and agreed as follows:

a. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in circumstances in which section 21(1) of FSMA does not apply to the Company; and
b. it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Units in, from or otherwise involving the United Kingdom.

PRIOR SALES

The Company has not issued any Common Shares (or securities convertible into Common Shares) for the 12 months prior to the date of this Prospectus Supplement except for:

Date	Number of Securities	Type of Securities	Issue / Exercise Price ($) per share	Type of Issuance
March 14, 2024	23,000,000	Units	0.15	Prospectus offering
March 14, 2024	23,000,000	Warrants	0.22	Prospectus offering
March 14, 2024	1,085,820	Broker warrants	0.25	Prospectus offering
March 26, 2024	4,525,000	Options	0.16	Option Grants
April 2, 2024	100,000	Common shares	0.13	Option exercise
April 4, 2024	500,000	Common shares	0.10	Option exercise
April 4, 2024	510,000	Common shares	0.22	Warrant exercise
April 8, 2024	212,000	Common shares	0.2444	At the market(1)
April 9, 2024	180,000	Common shares	0.2495	At the market(1)
April 10, 2024	178,500	Common shares	0.2412	At the market(1)
April 11, 2024	53,500	Common shares	0.2424	At the market(1)
April 12, 2024	850,000	Common shares	0.2562	At the market(1)
April 12, 2024	75,000	Common shares	0.22	Warrant exercise
April 15, 2024	500,000	Common shares	0.22	Warrant exercise
April 19, 2024	2,000,000	Common shares	0.22	At the market(1)
April 24, 2024	56,500	Common shares	0.2058	At the market(1)

18 -

Date	Number of Securities	Type of Securities	Issue / Exercise Price ($) per share	Type of Issuance
April 25, 2024	165,000	Common shares	0.2085	At the market(1)
April 26, 2024	187,500	Common shares	0.2219	At the market(1)
April 29, 2024	126,500	Common shares	0.2106	At the market(1)
April 30, 2024	12,000	Common shares	0.2	At the market(1)
May 3, 2024	45,000	Common shares	0.2067	At the market(1)
May 5, 2024	69,000	Common shares	0.2209	At the market(1)
May 7, 2024	150,000	Common shares	0.2177	At the market(1)
May 8, 2024	145,000	Common shares	0.2136	At the market(1)
May 9, 2024	225,000	Common shares	0.2194	At the market(1)
May 10, 2024	207,500	Common shares	0.2305	At the market(1)
May 13, 2024	100,000	Common shares	0.2186	At the market(1)
May 14, 2024	100,000	Common shares	0.2211	At the market(1)
May 15, 2024	189,500	Common shares	0.2378	At the market(1)
May 16, 2024	227,500	Common shares	0.2451	At the market(1)
May 16, 2024	300,000	Common shares	0.22	Warrant exercise
May 17, 2024	250,000	Common shares	0.2695	At the market(1)
May 17, 2024	1,800,000	Common shares	0.22	Warrant exercise
May 21, 2024	66,500	Common shares	0.2766	At the market(1)
May 21,2024	25,000	Common shares	0.22	Warrant exercise
May 27, 2024	300,000	Common shares	0.22	Warrant exercise
May 29, 2024	400,000	Common shares	0.22	Warrant exercise
May 29, 2024	150,000	Common shares	0.22	Option exercise
May 29, 2024	25,000	Common Shares	0.20	Option exercise
May 31, 2024	230,000	Common shares	0.22	Warrant exercise
June 20, 2024	300,000	Common shares	0.22	Warrant exercise
June 21, 2024	30,000	Common shares	0.22	Warrant exercise
June 24, 2024	29,500	Common shares	0.25	At the market(1)
July 12, 2024	105,000	Common shares	0.22	Warrant exercise
July 15, 2024	172,000	Common shares	0.2641	At the market(1)
July 16, 2024	347,500	Common shares	0.2662	At the market(1)
July 17, 2024	261,500	Common shares	0.2634	At the market(1)
July 17, 2024	230,000	Common shares	0.22	Warrant exercise

19 -

Date	Number of Securities	Type of Securities	Issue / Exercise Price ($) per share	Type of Issuance
July 18, 2024	750,000	Common shares	0.13	Option exercise
July 31, 2024	272,500	Common shares	0.2503	At the market(1)
August 2, 2024	1,000	Common shares	0.25	At the market(1)
September 5, 2024	378,500	Common shares	0.2024	At the market(1)
September 6, 2024	383,500	Common shares	0.2015	At the market(1)
September 9, 2024	153,500	Common shares	0.21	At the market(1)
September 10, 2024	88,500	Common shares	0.2133	At the market(1)
September 11, 2024	156,500	Common shares	0.2122	At the market(1)
September 12, 2024	385,000	Common shares	0.2185	At the market(1)
September 13, 2024	325,000	Common shares	0.2377	At the market(1)
September 13, 2024	50,000	Common shares	0.20	Warrant exercise
September 16, 2024	300,000	Common shares	0.2273	At the market(1)
September 17, 2024	324,500	Common shares	0.2201	At the market(1)
Sept 18, 2024	625,000	Common shares	0.2131	At the market(1)
Sept 19, 2024	300,500	Common shares	0.2185	At the market(1)
September 20, 2024	612,000	Common shares	0.2155	At the market(1)
September 23, 2024	3,074,499	Common shares	0.22061	Property payment
September 23, 2024	21,500	Common shares	0.2105	At the market(1)
September 27, 2024	100,000	Common shares	0.20	Warrant exercise
September 27, 2024	300,000	Common shares	0.22	Warrant exercise
October 1, 2024	10,000,000	Common shares	0.20	Warrant exercise
October 2, 2024	600,000	Common shares	0.20	Warrant exercise
October 3, 2024	22,727,273	Units	0.22	Private placement
October 3, 2024	11,363,636	Warrants	0.30	Private placement
October 4, 2024	50,000	Common shares	0.13	Option exercise

20 -

Date	Number of Securities	Type of Securities	Issue / Exercise Price ($) per share	Type of Issuance
October 7, 2024	150,000	Common shares	0.20	Warrant exercise
October 8, 2024	37,500	Common shares	0.16	Option exercise
October 10, 2024	500,000	Common shares	0.20	Warrant exercise
October 11, 2024	450,000	Common shares	0.22	Option exercise
October 11, 2024	93,750	Common shares	0.16	Option exercise
October 11, 2024	62,500	Common shares	0.20	Option exercise
October 16, 2024	170,000	Common shares	0.22	Warrant exercise
October 17, 2024	272,000	Common shares	0.20	Option exercise
October 18, 2024	37,500	Common shares	0.16	Option exercise
October 18, 2024	25,000	Common shares	0.20	Option exercise
October 21, 2024	38,000	Common shares	0.20	Warrant exercise
October 21, 2024	150,000	Common shares	0.20	Warrant exercise
October 21, 2024	80,000	Common shares	0.22	Warrant exercise
October 21, 2024	100,000	Common shares	0.22	Warrant exercise
October 22, 2024	125,000	Common shares	0.20	Warrant exercise
October 23, 2024	200,000	Common shares	0.22	Option exercise
October 24, 2024	16,800	Common shares	0.22	Warrant exercise
October 25, 2024	500,000	Common shares	0.20	Warrant exercise
October 25, 2024	95,000	Common shares	0.22	Warrant exercise
October 28, 2024	230,000	Common shares	0.20	Warrant exercise
October 28, 2024	830,000	Common shares	0.22	Warrant exercise
October 29, 2024	100,000	Common shares	0.20	Warrant exercise
October 29, 2024	40,000	Common shares	0.20	Warrant exercise
October 30, 2024	200,000	Common shares	0.20	Warrant exercise
October 31, 2024	500,000	Options	0.27	Option Grant
November 5, 2024	150,000	Common shares	0.20	Warrant exercise
November 5, 2024	3,275,000	Common shares	0.20	Warrant exercise
November 7, 2024	125,000	Common shares	0.20	Warrant exercise
November 7, 2024	6,250,000	Options	0.25	Option Grant
November 25, 2024	187,500	Common shares	0.16	Option exercise
November 25, 2024	2,500	Common shares	0.20	Option exercise

21 -

Date	Number of Securities	Type of Securities	Issue / Exercise Price ($) per share	Type of Issuance
November 26, 2024	122,500	Common shares	0.20	Option exercise
January 10, 2025	1,750,000	Common shares	0.10	Option exercise

(1) The Company has established an at-the-market equity program which allows the Company to issue and sell, at its discretion, up to $5,000,000 of Common Shares to the public from time to time through Research Capital Corporation, as sole agent, at the prevailing market price when issued, directly on the TSXV or any other recognized marketplace upon which the Common Shares are listed or quoted or where the Common Shares are traded in Canada. No sales under this program will be made during the period of the Offering.

TRADING PRICE AND VOLUME

The Common Shares are currently listed on the TSXV under the trading symbol “OCG”. The following table sets forth, for the periods indicated, the reported high and low daily trading prices and the aggregate volume of trading of our Common Shares on the TSXV (as reported by TMX Money, at www.tmxmoney.com):

		Price Range ($)
Period	High	Low	Volume
March 1 – 24, 2025	0.280	0.200	10,779,820
February, 2025	$0.305	$0.205	7,926,553
January, 2025	$0.235	$0.185	8,383,260
December, 2024	$0.245	$0.175	6,108,665
November, 2024	$0.260	$0.200	7,658,940
October, 2024	$0.345	$0.250	16,178,286
September, 2024	$0.290	$0.195	11,129,628
August, 2024	$0.270	$0.185	6,062,376
July, 2024	$0.290	$0.210	8,026,989
June, 2024	$0.300	$0.220	6,880,046
May, 2024	$0.310	$0.180	13,876,340
April, 2024	$0.265	$0.170	20,281,490
March, 2024	$0.185	$0.140	14,077,738
February, 2024	$0.160	$0.125	1,646,981

On March 20, 2025, the last trading day before the announcement of the Offering, the closing price of the Common Shares on the TSXV was $0.220. On March 24, 2025, the last full trading day before the date of this Prospectus Supplement, the closing price per Common Share on the TSXV was $0.215.

RISK FACTORS

An investment in the Units is speculative and subject to risks and uncertainties. The risks and uncertainties described or incorporated by reference in this Prospectus Supplement are not the only ones the Company may face. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position, financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also become important factors that affect the Company and impair the Company’s business, prospects, financial position, financial condition and operating results.

Prospective investors should carefully consider all information contained in this Prospectus Supplement, including the Shelf Prospectus and all documents incorporated by reference herein and therein, and in particular should give special consideration to the risk factors set out below and under the section titled “Risk Factors” in the Shelf Prospectus, and under the section titled “Risk Factors” and in the annual information form of the Company, which are

22 -

incorporated by reference in this prospectus and which may be accessed on the Company’s SEDAR+ profile at www.sedarplus.ca, and the information contained in the section entitled “Cautionary Statement on Forward-Looking Information”.

Risks Related to this Offering

The market price of the Common Shares may be volatile after this Offering, and you could lose a significant part of your investment

The market price of the Common Shares has in the past been, and may in the future be, subject to large fluctuations which may result in losses for investors. The market price of the Common Shares may increase or decrease in response to a number of events and factors, some of which are or may be beyond the Company’s control, including among others:

the Company’s operating performance and the performance of competitors and other similar entities;
the public’s reaction to the Company’s press releases, other public announcements and filings with the various securities regulatory authorities;
additions and departures of key personnel;
acquisitions, strategic alliances or joint ventures involving the Company or its competitors;
announcement or expectation of additional financing efforts;
changes in accounting principles;
changes in the general market, economic or political conditions;
the number of Offered Securities sold on any one day or in the aggregate pursuant to this Offering;
future sales of the Common Shares or securities convertible into Common Shares;
the operating and share price performance of other entities that investors may deem comparable; and
investor perceptions of the Company and the industry in which the Company operates.

In addition, stock markets, in general, have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of the Common Shares, regardless of the Company’s operating performance.

Return on investment risk

There is no guarantee that an investment in the Offered Securities will earn any positive return in the short or long term. No dividends on the Common Shares have been paid to date. A purchase of Offered Securities under the Offering involves a high degree of risk and should be undertaken only by investors whose financial resources, portfolio objectives and appetite for risk are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment.

Negative Operating Cash Flow

The Company is an exploration stage company and as a result has not generated cash flow from operations. The Company is devoting significant resources to the development of its assets, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project.

No Certainty Regarding the Proceeds to the Company

There is no certainty that the maximum gross proceeds of $6,500,000, or any amount, will be raised under the Offering. The Agent has agreed to use their commercially best efforts to sell, on the Company’s behalf, the Offered Securities designated by the Company, but the Company is not required to request the sale of the maximum amount offered or any amount and, if the Company requests a sale, the Agent is not obligated to purchase any Offered Securities that are not sold. As a result of the Offering being made on a commercially best efforts basis with no minimum, and only as

23 -

requested by the Company, the Company may raise substantially less than the maximum total offering amount or nothing at all.

Additional Issuances and Dilution

The Company may issue and sell additional securities of the Company from time to time. The Company cannot predict the size of future issuances of securities of the Company or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Company that are issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Company, or the perception that such sales could occur, may adversely affect prevailing market prices for the securities of the Company that are issued and outstanding from time to time. With any additional sale or issuance of securities of the Company, holders will suffer dilution with respect to voting power and may experience dilution in the Company’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of the Company’s issued and outstanding common shares, which could contribute to progressive declines in the prices of such securities.

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds from the Offering, as well as the timing of their expenditures. Depending on various factors, the intended use of net proceeds from the Offering may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the Offering. Management may use the net proceeds from the Offering in ways that an investor may not consider desirable if they believe it would be in the best interests of the Company to do so and could spend the proceeds in ways that do not improve the Company’s results of operations or enhance the value of the Common Shares. The results and the effectiveness of the application of proceeds from the Offering are uncertain. If the proceeds are not applied effectively, the Company’s business, financial condition, results of operations or prospects may suffer. Pending their use, the Company may invest the net proceeds from the Offering in a manner that does not produce income or that loses value.

Share Price Volatility

Capital and securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of Outcrop include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries or asset classes. There can be no assurance that continued fluctuations in mineral or commodity prices will not occur. As a result of any of these factors, the market price of the Common Shares any given time may not accurately reflect the long-term value of Outcrop.

In the past, following periods of volatility in the market price of a company’s securities, shareholders have instituted class action securities litigation against them. Such litigation, if instituted, could result in substantial cost and diversion of management attention and resources, which could significantly harm profitability and the reputation of Outcrop.

Market Price Depression

Sales of a substantial number of Common Shares or other equity-related securities in the public markets by the Company or its significant shareholders could depress the market price of the Common Shares and impair the Company’s ability to raise capital through the sale of additional equity securities. The Company cannot predict the effect that future sales of Common Shares or other equity-related securities would have on the market price of the Common Shares. The price of the Common Shares could be affected by possible sales of the Common Shares by hedging or arbitrage trading activity. If the Company raises additional funding by issuing additional equity securities,

24 -

such financing may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.

Dilution Risk

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s notice of articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares may be issued by the Company on the exercise of options under the Company’s stock option plan and upon the exercise of outstanding warrants.

Loss of Entire Investment

An investment in the Common Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Active Liquid Market for Common Shares

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSXV. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

Warrants will not be listed for trading

There is no market in which the Warrants may be sold, and purchasers may not be able to resell the Warrants that are purchased under this prospectus. The Warrants will not be listed on a stock exchange. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation.

Speculative Nature of Warrants

The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire Common Shares and pay an exercise price of $0.30 per Warrant Share, subject to certain adjustments, prior to 24 months following the Closing Date, after which date any unexercised Warrants will expire and have no further value. Moreover, following this Offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There is no current market through which the Warrants may be sold and purchasers of Units may not be able to resell the Warrants purchased under this Prospectus Supplement. The Warrants will not be listed on the TSXV or any other stock exchange or marketplace. There can be no assurance that the market price of the Common Shares (including the Warrant Shares) will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

The Company May Not Realize Its Strategy

As part of its strategy, the Company will continue existing efforts to locate and develop exploration properties with the goal of developing producing mines. A number of risks and uncertainties are associated with such properties and the Company may not realize the benefits anticipated. The acquisition and development of new mining properties is subject to uncertainties relating to capital and other costs and is subject to numerous risks, including financing, political, regulatory, design, construction, labor, operating, technical and technological risks. The failure to develop

25 -

one or more of these properties successfully could have an adverse effect on the Company’s financial position and results of operations.

ENFORCEABILITY OF CIVIL LIABILITIES

Certain directors and officers of the Company in the Prospectus Supplement are resident outside of Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See page (iv) of this Prospectus Supplement.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on behalf of the Company by Farris LLP, Canadian counsel to the Company, and on behalf of the Agent by McCarthy Tétrault LLP, Canadian counsel to the Agent. As at the date of hereof, the partners and associates of Farris LLP, as a group, and the partners and associates of McCarthy Tétrault LLP, as a group beneficially own, directly or indirectly, in their respective groups, less than 1% of any class of securities of the Company.

EXPERTS

All scientific and technical information in this Prospectus Supplement has been reviewed and approved by Mr. Edwin Naranjo Sierra, the Company’s Exploration Manager, who is a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects . As of the date hereof, Mr. Sierra holds no Common Shares, no and options to purchase Common Shares and no warrants to purchase Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Outcrop are Davidson & Company LLP, 1200-609 Granville Street, Vancouver, British Columbia, V7Y 1G6.

Davidson & Company LLP has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation, and that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

The transfer agent and registrar for the Common Shares is Olympia Trust Company at its principal offices in Vancouver, British Columbia.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

The following is a description of a purchaser’s statutory rights in connection with any purchase of Units, which supersedes and replaces the statement of purchasers’ rights in the Shelf Prospectus.

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or a Prospectus Supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a Prospectus Supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

26 -

Under the Warrant Indenture, original purchasers of Warrants pursuant to the Offering will have a non-assignable contractual right of rescission if this Prospectus Supplement (including documents incorporated herein by reference) or any amendment hereto contains a misrepresentation (within the meaning of the Securities Act (British Columbia)). This contractual right of rescission shall be subject to the defences, limitations and other provisions described under Part 16 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 138 of the Securities Act (British Columbia) or otherwise at law. For greater certainty, the contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, as well as the amount paid for the original Warrant, upon surrender of the underlying securities acquired thereby, in the event that this Prospectus Supplement (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the Units under this Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the Units under this Prospectus Supplement. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages, or consult with a legal adviser.

C - 1

CERTIFICATE OF THE COMPANY

Dated: March 25, 2025

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than Québec.

(Signed) IAN HARRIS President and Chief Executive Officer

(Signed) ROBERT SCOTT Chief Financial Officer

On behalf of the Board of Directors

(Signed) JOSEPH HEBERT Director

(Signed) JAY SUJIR Director

C - 2

CERTIFICATE OF THE AGENT

Dated: March 25, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will constitutes full true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement, as required by the securities legislation of each of the provinces of Canada, other than Québec.

RESEARCH CAPITAL CORPORATION

(Signed) DAVID GREIFENBERGER Managing Director, Investment Banking

This prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements has been obtained.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities being offered under this short form base shelf prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and, subject to certain exceptions, will not be offered or sold within the United States or to or for the account or benefit of U.S. Persons. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Outcrop Silver & Gold Corporation at Suite 905 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone (778) 372-2553), and are also available electronically at www.sedarplus.ca.

This short form base shelf prospectus may qualify an “at-the-market distribution” (as such term is defined in National Instrument 44-102 – Shelf Distributions).

SHORT FORM BASE SHELF PROSPECTUS

New Issue

August 18, 2023

OUTCROP SILVER & GOLD CORPORATION

==> picture [212 x 189] intentionally omitted <==

$50,000,000

Common Shares Warrants Subscription Receipts Units

Share Purchase Contracts

Outcrop Silver & Gold Corporation (“ Outcrop ” or the “ Company ”) may offer and sell from time to time common shares of the Company (“ Common Shares ”), warrants (“ Warrants ”) to purchase any of the other securities that are described in this short form base shelf prospectus (the “ Prospectus ”), subscription receipts (“ Subscription Receipts ”), units (“ Units ”) comprised of one or more of any of the other securities that are described in this Prospectus, share purchase contracts obligating holders to purchase a specified number of Common Shares at a future date or dates, or similar contracts which may be issued on a prepaid basis (in each case, “ Share Purchase Contracts ”) or any combination of

(ii)

such securities (all of the foregoing collectively, the “ Securities ” and individually, a “ Security ”) for up to an aggregate offering price of $50,000,000 (or its equivalent in other currencies), in one or more transactions during the 25-month period that this Prospectus, including any amendments hereto, remains effective.

The Company prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are citizens of, or resident in, the United States are not described fully herein and may not be fully described in any applicable Prospectus Supplement. Purchasers of Securities should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of the Province of British Columbia, Canada, that most of its officers and directors are residents of Canada, that some of the experts named in this Prospectus are residents of Canada, and that all or a substantial portion of the assets of the Company and said persons are located outside of the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each a “ Prospectus Supplement ”) to this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series.

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “Cautionary Statement On ForwardLooking Information” and “Risk Factors”.

An investor should read this Prospectus and the applicable Prospectus Supplement carefully before investing in any Securities.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated. See “Currency Presentation and Exchange Rate Information”.

All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. For the purposes of applicable securities laws, each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains.

The Securities may be sold pursuant to this Prospectus directly to investors or through underwriters, dealers or agents designated from time to time, at amounts and prices and other terms determined by the Company. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of the Securities, the amounts, if any, to be purchased by underwriters, and the plan of distribution for such Securities, including the net proceeds the Company expects to receive from the sale of such Securities, the amounts and prices at which such Securities are sold and

(iii)

the compensation of such underwriters, dealers or agents. In connection with any offering (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may, subject to applicable law, over-allot or effect transactions that stabilize or maintain the market price of the Securities offered at levels other than that which might otherwise exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”. As of the date of this Prospectus, no underwriter or dealer is in a contractual relationship with the Company requiring the underwriter or dealer to distribute Securities under this Prospectus. Accordingly, no underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

The Company will file an undertaking with each of the securities regulatory authorities in each of the provinces and territories of Canada in which this Prospectus is filed that it will not distribute Securities that, at the time of distribution, are novel specified derivatives or novel asset-backed securities, without first pre-clearing with the applicable regulator the disclosure to be contained in the Prospectus Supplement pertaining to the distribution of such Securities.

The Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “OCG”. On August 17, 2023, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.16. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange. There is currently no market through which such Securities other than Common Shares may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “Risk Factors”. No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

The head office, principal address and registered and records office of the Company is located at 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3.

Directors and executive officers of the Company and qualified persons or companies that file a consent in respect of this Prospectus residing outside of Canada have appointed Outcrop Silver & Gold Corporation at 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3 as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the person has appointed an agent for service of process.

Name of Person Ian Harris Colombia Chief Executive Officer, President & Director Joseph Hebert United States Director Ana Milena Vasquez Colombia Director Guillermo Armando Hernandez Pineda Colombia VP Exploration Rodney Webster Australia Qualified Person Robert Chesher Australia Qualified Person José A. Olmedo Mexico Qualified Person	Name and Address of Agent
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3
	Outcrop Silver & Gold Corporation 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3

Page ABOUT THIS SHORT FORM PROSPECTUS ........................................................................................................... 1 CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION ........................................................ 1 NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES ................................................................................................................................................... 3 ENFORCEMENT OF CERTAIN CIVIL LIABILITIES .............................................................................................. 3 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION .......................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 OUTCROP SILVER & GOLD CORPORATION ........................................................................................................ 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 7 PLAN OF DISTRIBUTION .......................................................................................................................................... 7 USE OF PROCEEDS .................................................................................................................................................... 9 DESCRIPTION OF COMMON SHARES.................................................................................................................... 9 DESCRIPTION OF WARRANTS .............................................................................................................................. 10 DESCRIPTION OF SUBSCRIPTION RECEIPTS..................................................................................................... 11 DESCRIPTION OF UNITS ........................................................................................................................................ 12 DESCRIPTION OF SHARE PURCHASE CONTRACTS ......................................................................................... 13 EARNINGS COVERAGE RATIOS ........................................................................................................................... 13 PRIOR SALES ............................................................................................................................................................ 13 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.............................................................. 14 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS .................................................... 14 RISK FACTORS ......................................................................................................................................................... 14 LEGAL MATTERS .................................................................................................................................................... 15 EXPERTS .................................................................................................................................................................... 15 AUDITORS, TRANSFER AGENT AND REGISTRAR............................................................................................ 15 CONTRACTUAL RIGHTS OF RESCISSION .......................................................................................................... 16 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .............................................. 16 CERTIFICATE OF THE COMPANY .......................................................................................................................C-1

ABOUT THIS SHORT FORM PROSPECTUS

In this Prospectus, the Company and its subsidiaries are collectively referred to as the “Company” or “Outcrop”, unless the context otherwise requires. Readers should rely only on the information contained or incorporated by reference in this Prospectus. The Company has not authorized anyone to provide readers with information that is different or additional information from that contained in this Prospectus. If anyone provides you with any different, additional, inconsistent or other information, you should not rely on it. The Company takes no responsibility for, and can provide no assurance as to the reliability of any other information that others may give readers of this Prospectus. The Company is not making an offer to sell or seeking an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted.

Readers should not assume that the information contained in this Prospectus, any applicable Prospectus Supplement or any document incorporated by reference herein and therein is accurate as of any date other than the date on the front cover of this Prospectus, any applicable Prospectus Supplement or the respective dates of the documents incorporated by reference herein and therein, regardless of the time of delivery or of any sale of the Securities pursuant thereto. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities as described in one or more Prospectus Supplements. The Company does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on, or otherwise accessed through, the website of the Company, outcropsilverandgold.com, shall not be deemed to be a part of this Prospectus, any applicable Prospectus Supplement or document incorporated by reference herein or therein, and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained or incorporated by reference in this Prospectus constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information herein and in the documents incorporated by reference herein are provided as of the date of such documents only, and the Company does not intend, and does not assume any obligation, to update this forwardlooking information and statements, except as required by law. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. Forward-looking information and statements contained or incorporated by reference in this Prospectus include, but are not limited to, statements with respect to the future financial and operating performance of Outcrop; planned exploration and development activities; the future interpretation of geological information; the cost and results of operational activities including objectives, exploration, development and evaluation activities; expectations regarding mineral reserves and mineral resources; realization of mineral reserves and mineral resource estimates; reclamation costs and timing; results of the technical report titled “Santa Ana Property Mineral Resource Estimate” dated effective June 8, 2023 (the “ Santa Ana Technical Report ”) and filed on SEDAR, the predecessor to SEDAR+, on June 12, 2023 regarding the Company’s Santa Ana project located in Falan Municipality, Tolima, Colombia (the “ Santa Ana Project ”) and prepared for the Company by Rodney Webster, MAIG, Robert Chesher, FAusIMM (CPMET), and José Olmedo, SME; expectations with respect to the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes; future financings and the ability to raise capital; the future price of silver and gold; requirements for additional capital; and the listing of Securities on any securities exchange.

that the results of planned exploration and development activities are as anticipated and on time; the price of silver and gold and other market conditions and factors; the cost of planned exploration and development activities; there will be limited changes in any project parameters as plans continue to be refined; that financing will be available if and when needed and on reasonable terms; that third party contractors, equipment, supplies and governmental and other approvals required to conduct Outcrop’s planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of government approvals and that general business, economic, competitive, social and political conditions will not change in a material adverse manner; financial and silver and gold markets will not be adversely affected by a global pandemic (including COVID-19); suppliers, employees, contractors and subcontractors will be available to continue operations as needed; demand for, and supply of, silver and gold, including long-term contracting, public perception of nuclear power and construction, maintenance and operation of nuclear power facilities; tax rates, interest rates and exchange rates; mineral reserve and resources estimates and the assumptions on which they are based; and the listing of Common Shares qualified by this document on any securities exchange. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of Outcrop to differ materially from any projections of results, performances and achievements of Outcrop expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third party financing; uncertainty of additional financing; price of silver and gold; the appeal of alternate sources of energy; exploration risks; uninsurable risks; reliance upon key management and other personnel; imprecision of mineral resource estimates; potential cost overruns on any development; capital intensive nature of mining industry; changes in climate or increases in environmental regulation; aboriginal title and consultation issues; deficiencies in the Company’s title to its properties; fluctuations in interest rates; foreign exchange exposure; information security and cyber threats; failure to manage conflicts of interest; failure to obtain or maintain required permits and licenses; changes in laws, regulations and policy; competition for resources and financing; volatility in market price of the Company’s shares; financial and silver and gold market reactions, as well as effects on individuals on which Outcrop relies, as a result of epidemics or global pandemics (including COVID-19); speculative nature of exploration and development projects; liquidity of securities of Outcrop; dilution risks to existing securityholders; risks associated with the sale of securities of Outcrop; conflicts of interest for Outcrop’s directors engaged in similar businesses; interruption or failure of Outcrop’s information systems; cyberattacks; competitors and competing technology; inability to exploit, expand and replace mineral reserves and mineral resources; and other factors discussed or referred to in this Prospectus under “Risk Factors”.

There can be no assurance that such information or statements will prove to be accurate, as actual results and future events and actions could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information or statements. The forward-looking information and statements contained in this Prospectus are made as of the date of this Prospectus and, accordingly, are subject to change after such date.

All of the forward-looking statements made in this Prospectus are qualified by these cautionary statements and those made in the Company’s other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the “Risk Factors” section of this Prospectus, the “Risk Factors” section of the AIF and the ‘‘Risks and Uncertainties’’ sections of the 2022 MD&A and Q3 2023 MD&A. These factors are not intended to represent a complete list of the factors that could affect Outcrop. Outcrop disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. The Company’s public filings with the securities commissions or similar authorities in each of the provinces and territories of Canada can be found through the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”) on the Company’s profile at www.sedarplus.ca.

NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES

In accordance with applicable Canadian securities regulatory requirements, all mineral reserve and mineral resource estimates of Outcrop incorporated by reference in this Prospectus have been prepared in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), classified in accordance with Canadian Institute of Mining Metallurgy and Petroleum’s “ CIM Standards on Mineral Resources and Reserves Definitions and Guidelines ” (the “ CIM Guidelines ”). The definitions of mineral reserves and mineral resources are set out in our disclosure of the Company’s mineral reserve and mineral resource estimates that are incorporated by reference in this Prospectus.

Outcrop uses the terms “mineral resources”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. While those terms are recognized by Canadian securities regulatory authorities, they are not recognized by the SEC pursuant to SEC Industry Guide 7. Pursuant to the CIM Guidelines, mineral resources have a higher degree of uncertainty than mineral reserves as to their existence as well as their economic and legal feasibility. Inferred mineral resources, when compared with measured or indicated mineral resources, have the least certainty as to their existence, and it cannot be assumed that all or any part of inferred mineral resources will be upgraded to an indicated or measured mineral resource as a result of continued exploration. Pursuant to NI 43-101, inferred mineral resources may not form the basis of any economic analysis, including any feasibility study. Accordingly, investors are cautioned not to assume that all or any part of a mineral resource exists, will ever be converted into a mineral reserve, or is or will ever be economically or legally mineable or recovered.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements, which became effective February 25, 2019 (the “ SEC Modernization Rules ”) that, following a two-year transition period, will replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. However, as a foreign private issuer that files with the SEC pursuant to the MJDS, Outcrop will not be required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Guidelines.

If, after the date of this Prospectus, Outcrop is required by section 4.2(1)(j) of NI 43-101 to file a technical report to support scientific or technical information that relates to a mineral project on a property material to the Company, Outcrop will file such technical report in accordance with section 4.2(5)(a)(i) of NI 43-101 as if the words “preliminary short form prospectus” refer to a “shelf prospectus supplement”.

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

The Company is a corporation existing under the laws of the Province of British Columbia, Canada. A majority of the assets of the Company are located outside of the United States, a majority of the directors and officers of the Company are residents of Canada and a majority of their assets are located outside of the United States, and all of the experts named in this Prospectus are residents outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors, officers or experts under United States federal securities laws. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

All references to “$” in this Prospectus are to Canadian dollars and all references to “US$” are to United States dollars. On August 17, 2023 the Bank of Canada daily rate of exchange was US$1.00 = $1.3524 or $1.00 = US$0.7394.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada . Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of the

Company at Suite 905 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 (Telephone (604) 6382545 X102) and are also available electronically at www.sedarplus.ca. The filings of the Company through SEDAR+ are not incorporated by reference in this Prospectus except as specifically set out herein.

The information incorporated by reference is considered part of this Prospectus, and information filed with the securities commission or similar authorities in each of the provinces and territories of Canada subsequent to this Prospectus and prior to the termination of a particular offering of Securities referred to in any Prospectus Supplement will be deemed to update and, if applicable, supersede this information. Except as may be set forth in a Prospectus Supplement, the following documents, filed by the Company with the securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) annual information form of the Company for the year ended August 31, 2022 dated December 13, 2022 (the “ AIF ”);
(b) audited consolidated financial statements of the Company as at and for the years ended August 31, 2022 and 2021, together with the notes thereto and the auditor’s report thereon (“the “ 2022 Annual Financial Statements ”);
(c) management’s discussion and analysis of financial condition and result of operations of the Company for the year ended August 31, 2022 (the “ 2022 MD&A ”);
(d) material change report dated September 23, 2022 regarding the closing of a $3.4 million private placement financing on September 22, 2023;
(e) management information circular of the Company dated February 3, 2023 in connection with the annual general and special meeting of shareholders held on March 27, 2023;
(f) unaudited interim condensed consolidated financial statements of the Company for the three and nine months ended May 31, 2023, together with the notes thereto (the “ Q3 2023 Financial Statements ”);
(g) management’s discussion and analysis of financial condition and result of operations of the Company for the nine months ended May 31, 2023 (the “ Q3 2023 MD&A ”);
(h) material change report dated April 26, 2023 regarding a news release announcing the completion of an independent mineral resource estimate of the Santa Ana Project;
(i) material change report dated May 19, 2023 regarding the closing of a public offering of units of the Company on May 10, 2023 for aggregate gross proceeds of approximately $4.5 million; and
(j) the Santa Ana Technical Report.

Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Prospectus Distributions (excluding confidential material change reports), if filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and all Prospectus Supplements (only in respect of the offering of Securities to which that particular Prospectus Supplement relates) disclosing additional or updated information including the documents incorporated by reference therein, filed pursuant to the requirements of applicable securities legislation in Canada and during the period that this Prospectus is effective, shall be deemed to be incorporated by reference in this Prospectus. In addition, all documents filed on Form 6-K or Form 40-F by the Company with the SEC on or after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and as exhibits to the registration statement on Form F-10 of which this Prospectus forms a part, in the case of filings on Form 6-K only if and to the extent expressly provided in such document. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and the readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Upon a new annual information form and annual consolidated financial statements (and accompanying management’s discussion and analysis of financial condition and results of operations) being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all interim

consolidated financial statements and in each case the accompanying management’s discussion and analysis of financial condition and results of operations, and material change reports, filed prior to the commencement of the financial year of the Company in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations filed prior to such new interim consolidated financial statements and management’s discussion and analysis of financial condition and results of operations shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities, together with this Prospectus, and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement but only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement that it modifies or supersedes.

The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

OUTCROP SILVER & GOLD CORPORATION

The Company was incorporated as “Miranda Industries Inc.” under the British Columbia Company Act on May 4, 1993. On August 3, 2001, Miranda Industries Inc. altered its memorandum by changing its name to “Thrush Industries Inc.” Effective April 15, 2002, Miranda Industries Inc. changed its name to “Miranda Diamond Corp.” Effective January 30, 2003, Miranda Diamond Corp. changed its name to “Miranda Gold Corp.” On February 8, 2019, the Company changed its name from Miranda Gold Corp. to Outcrop Gold Corp. and consolidated its Common Shares on a basis of ten to one (10:1) and began trading under the ticker symbol “OCG” on the TSXV. On June 14, 2021 the Company changed its name from Outcrop Gold Corp. to Outcrop Silver & Gold Corporation.

The head office, principal address and registered and records office of the Company is located at 905 – 1111 West Hastings Street, Vancouver, BC, Canada V6E 2J3. The Company is a reporting issuer in all the provinces and territories of Canada. Outcrop’s website address is: https://outcropsilverandgold.com/.

Outcrop currently has the following wholly-owned subsidiaries:[(1)]

==> picture [468 x 329] intentionally omitted <==

Note:

(1) “Santa Ana” in the organizational chart above denotes the Santa Ana Project rather than a subsidiary.

General Development of the Business

Overview

Outcrop Silver is rapidly advancing the Santa Ana Project, a high-grade silver discovery with an initial resource, excellent metallurgical recoveries and ongoing expansion drilling.

Recent Developments

On September 22, 2022, the Company announced the completion of a private placement with gross proceeds of approximately $3.4 million, consisting of 22,828,400 units at a price of $0.15 per unit, with each unit consisting of one common share and one common share purchase warrant, with each warrant having an exercise price of $0.22 for a period of 36 months following the closing.

On October 5, 2022, the Company announced the appointment of Mr. Sunil Sharma as Chief Financial Officer, replacing Mr. Paul Taggar.

On November 1, 2022, the Company announced the appointment of Ms. Ana Milena Vásquez to the board of directors of the Company.

On April 5, 2023, the Company reported metallurgical recovery results of 93.4% silver and 96.7% gold at the Santa Ana Project.

On April 26, 2023, the Company announced that AMC Consultants (AMC) has completed an independent mineral resource estimation of the Santa Ana Project. Initial indicated resources were estimated at 1,226,000 tonnes grading 614 grams per tonne silver equivalent, containing 24.1 million ounces of silver equivalent. Initial inferred resources were estimated at 966,000 tonnes grading 435 grams per tonne silver equivalent, containing 13.5 million ounces of equivalent silver.

On May 10, 2023, the Company closed a prospectus supplement offering (the “ Prospectus Offering ”) of 18,097,000 units of the Company at a price of $0.25 per unit, for aggregate gross proceeds of approximately $4.5 million. The Prospectus Offering was led by Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Canaccord Genuity Corp. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each full warrant entitling the holder thereof to purchase one common share at an exercise price of $0.35 for a period of 24 months following the closing of the Prospectus Offering.

On June 12, 2023, the Company filed the Santa Ana Technical Report.

On July 20, 2023, the Company announced the appointment of Mr. Ian Harris as President, Chief Executive Officer, and a director of the Company, following the resignation of Mr. Joseph Hebert as President and Chief Executive Officer. Mr. Hebert remains a director of the Company following his resignation as President and Chief Executive Officer.

CONSOLIDATED CAPITALIZATION

There has been no material change in the consolidated capitalization of the Company since May 31, 2023, the date of the Company’s Q3 2023 Financial Statements.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and debt capitalization of the Company that will result from the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

During the 25-month period that this Prospectus remains valid, the Company may offer for sale and issue Securities directly to one or more purchasers, through agents, or through underwriters or dealers designated by the Company from time to time. The Company may distribute the Securities from time to time in one or more transactions at a fixed price or prices (which may be changed from time to time), at market prices prevailing at the times of sale, at prices related to prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be an “at-themarket distribution” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”) of the Canadian Securities Administrators, including sales made directly on the TSXV or other existing trading markets for the Securities. A description of such pricing will be disclosed in the applicable Prospectus Supplement. The Company may offer Securities in the same offering, or it may offer Securities in separate offerings.

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or one of its subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

A Prospectus Supplement will describe the terms of each specific offering of Securities, including (i) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered; (ii) the name or names of any agents, underwriters or dealers involved in such offering of Securities; (iii) the purchase price of the Securities offered thereby and the Company’s net proceeds; (iv) any agents’ commission, underwriting discounts and other items constituting compensation payable to agents, underwriters or dealers; and (v) any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers.

If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions at a fixed public offering price or at

varying prices determined at the time of sale. Securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and outlined in the applicable Prospectus Supplement and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers may be changed from time to time. If, in connection with the offering of the Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

The Securities may also be sold: (i) directly by the Company at such prices and upon such terms as agreed to by the Company and the purchaser of such Securities; or (ii) through agents designated by the Company from time to time. Any agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a “best efforts” basis for the period of its appointment.

The Company may agree to pay the underwriters a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Agents, underwriters or dealers who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

Agents, underwriters or dealers may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market distribution” as defined in and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange.

In connection with any offering of Securities, except with respect to an “at-the-market distribution”, underwriters may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter of the “at-the-market distribution”, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the Prospectus and applicable Prospectus Supplement, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.

The Company may authorize agents or underwriters to solicit offers by eligible institutions to purchase Securities from the Company at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Securities, other than the Common Shares, will be a new issue of Securities with no established trading market. Subject to applicable laws, any underwriter may make a market in such Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. There may be limited liquidity in the trading market for any such Securities. Unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to list any of the Securities other than the Common Shares on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no trading market through which Warrants, Subscription Receipts, Units and Share Purchase Contracts may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of

issuer regulation. No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

USE OF PROCEEDS

The net proceeds to the Company from any offering of Securities, the proposed use of those proceeds and the specific business objectives which the Company expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, on the basis of results obtained or for other sound business reasons, a re-allocation of funds may be necessary or prudent. Accordingly, management of the Company will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Company spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” and any other factors set forth in the applicable Prospectus Supplement.

DESCRIPTION OF COMMON SHARES

Outcrop is authorized to issue an unlimited number of Common Shares and 218,126,162 Common Shares were issued and outstanding as of August 17, 2023. There are no limitations contained in the articles or notice of articles of Outcrop on the ability of a person who is not a Canadian resident to hold Common Shares or exercise the voting rights associated with Common Shares. In addition, as of the date of this prospectus, there were 21,900,000 Common Shares issuable upon the exercise of outstanding stock options at a weighted average exercise price of $0.234 per share and 88,118,059 Warrants outstanding at a weighted average exercise price of $0.297 per share.

The Company may issue Common Shares, separately or together, Warrants, Subscription Receipts, Units, Share Purchase Contracts or any combination thereof, as the case may be.

A summary of the rights of the Common Shares is set forth below.

Dividends

Holders of Common Shares are entitled to receive equally, share for share, dividends when, as and if declared by the board of directors of the Company out of funds legally available therefor.

Liquidation

In the event of the dissolution, liquidation, or winding up of the Company, holders of Common Shares are entitled to share rateably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of the Company’s indebtedness.

Voting

Holders of Common Shares are entitled to receive notice of and to attend all meetings of shareholders of the Company and are entitled to one vote for each share on all matters voted on by shareholders, including the election of directors.

10 -

DESCRIPTION OF WARRANTS

As of the date of this Prospectus, the Company has 88,118,059 Warrants exercisable at a weighted average exercise price of $0.297. The Company may issue Warrants to purchase, separately or together, Common Shares, Subscription Receipts, Units, Share Purchase Contracts or any combination thereof, as the case may be.

The Warrants will be issued under a separate Warrant agreement or indenture. A copy of the Warrant agreement or indenture relating to an offering of Warrants will be filed by the Company with securities regulatory authorities in Canada after it has been entered into by the Company. The following describes the general terms that will apply to any Warrants that may be offered by the Company pursuant to this Prospectus. The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Warrants, and the extent to which the general terms of the Warrants described in this Prospectus apply to those Warrants, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Warrants offered;
the price or prices, if any, at which the Warrants will be issued;
the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
upon exercise of the Warrant, the events or conditions under which the amount of securities may be subject to adjustment;
the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire;
if applicable, the identity of the Warrant agent;
whether the Warrants will be listed on any securities exchange;
whether the Warrants will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Warrants and the securities to be issued upon exercise of the Warrants;
material Canadian federal income tax consequences and United States federal income tax consequences of owning the Warrants and the securities issued upon exercise of the Warrants;
any other rights, privileges, restrictions and conditions attaching to the Warrants and the securities to be issued upon exercise of the Warrants; and
any other material terms or conditions of the Warrants and the securities to be issued upon exercise of the Warrants.
11 -

Prior to the exercise of any Warrants, holders of such Warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including any right to receive payments of dividends or any right to vote such underlying securities.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

As of the date of this Prospectus, the Company has no Subscription Receipts outstanding. The Company may issue Subscription Receipts that will entitle holders to receive, upon satisfaction of certain release conditions and for no additional consideration, separately or together, Common Shares, Warrants, Units, Share Purchase Contracts or any combination thereof, as the case may be.

The Subscription Receipts will be issued under one or more agreements or indentures, each to be entered into between the Company and an escrow agent to be named in the applicable Prospectus Supplement. A copy of the Subscription Receipts agreement or indenture relating to an offering of Subscription Receipts will be filed by the Company with securities regulatory authorities in Canada after it has been entered into by the Company. The following describes the general terms that will apply to any Subscription Receipts that may be offered by the Company pursuant to this Prospectus. The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Subscription Receipts, and the extent to which the general terms of the Subscription Receipts described in this Prospectus apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts offered;
the price or prices, if any, at which the Subscription Receipts will be issued;
the manner of determining the offering price(s);
the currency at which the Subscription Receipts will be offered and whether the price is payable in installments;
the securities into which the Subscription Receipts may be exchanged;
conditions to the exchange of Subscription Receipts into securities and the consequences of such conditions not being satisfied;
the number of securities that may be issued upon the exchange of each Subscription Receipt and the price per security or the aggregate principal amount, denominations and terms of the series of debt securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of securities may be subject to adjustment;
the dates or periods during which the Subscription Receipts may be exchanged;
the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged;
provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
if applicable, the identity of the Subscription Receipt agent;
whether the Subscription Receipts will be listed on any securities exchange;
12 -
whether the Subscription Receipts will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, noncertificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts;
material Canadian federal income tax consequences and United States federal income tax consequences of owning the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts.

Prior to the exchange of any Subscription Receipts, holders of such Subscription Receipts will not have any of the rights of holders of the securities for which the Subscription Receipts may be exchanged, including any right to receive payments of dividends or any right to vote such underlying securities.

DESCRIPTION OF UNITS

As of the date of this Prospectus, the Company has no Units outstanding. The Company may issue Units consisting of one or more, separately or together, Common Shares, Warrants, Subscription Receipts, Share Purchase Contracts or any combination thereof, as the case may be.

Each Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security. The following describes the general terms that will apply to any Units that may be offered by the Company pursuant to this Prospectus. The terms and provisions of any Units offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Units, and the extent to which the general terms of the Units described in this Prospectus apply to those Units, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Units offered;
the price or prices, if any, at which the Units will be issued;
the manner of determining the offering price(s);
the currency at which the Units will be offered;
the securities comprising the Units;
whether the Units will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
13 -
whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Units or the Securities comprising the Units;
material Canadian federal income tax consequences and United States federal income tax consequences of owning the Securities comprising the Units;
any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and
any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

DESCRIPTION OF SHARE PURCHASE CONTRACTS

As of the date of this Prospectus, the Company has no Share Purchase Contracts outstanding. The Company may issue Share Purchase Contracts separately or as part of Units consisting of a Share Purchase Contract and Common Shares, Warrants, Subscription Receipts or debt obligations of third parties, including U.S. Treasury securities, securing a holder’s obligations to purchase the Common Shares, or any combination thereof, as the case may be. The Company may issue Share Purchase Contracts, including contracts obligating holders to purchase from the Company, and the Company to sell to the holders, a specified number of Common Shares, at a future date or dates, or similar contracts which may be issued on a prepaid basis. The price per Common Share and the number of Common Shares may be fixed at the time the Share Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Share Purchase Contracts. The Share Purchase Contracts will require either the share purchase price be paid at the time the Share Purchase Contracts are issued or that payment be made at a specified future date. The Share Purchase Contracts may require holders to secure their obligations thereunder in a specified manner. The Share Purchase Contracts also may require the Company to make periodic payments to the holders of the Share Purchase Contracts or vice versa, and such payments may be unsecured or refunded on some basis.

The specific terms and provisions of the Share Purchase Contracts, and the extent to which the general terms of the Share Purchase Contracts described in this Prospectus apply to those Share Purchase Contracts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable, the number of Common Shares to be purchased under the Share Purchase Contract, any procedures that will result in the adjustment of these numbers, the purchase price and purchase date or dates, any provisions relating to the settlement of the Share Purchase Contract and material Canadian federal income tax consequences and United States federal income tax consequences of owning the Share Purchase Contracts. The description in the Prospectus Supplement will not necessarily be complete, and reference will be made to the Share Purchase Contracts, and, if applicable, collateral, depositary or custodial arrangements, relating to the Share Purchase Contracts. In certain circumstances, Share Purchase Contracts may be considered novel specified derivatives pursuant to Part IV of NI 44-102.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PRIOR SALES

Information in respect of the Common Shares that the Company issued within the previous 12-month period, including Shares that the Company issued either upon the exercise of options, or which were granted under the Company’s Stock Option Plan, or any other equity compensation plan, will be provided as required in a Prospectus Supplement with respect to the issuance of securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

14 -

The Common Shares are currently listed on the TSX Venture Exchange under the trading symbol “OCG”. Trading price and volume of the Company’s securities will be provided as required for all of the Common Shares, as applicable, in each Prospectus Supplement to this Prospectus.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor acquiring any Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain United States federal income tax consequences to an investor acquiring any Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

RISK FACTORS

The operations of the Company are speculative due to the high-risk nature of its business which is the exploration and development of mining properties. Before making an investment decision in Securities of the Company, prospective purchasers should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the AIF and applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including any risk factors described herein or in a document incorporated by reference herein, which investors should carefully consider before investing. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the risk factors described herein, in the AIF, in another document incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company’s business, financial condition and results of operation. The Company cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the AIF, in the other documents incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

Use of Proceeds

While detailed information regarding the use of proceeds from the sale of the Company’s securities will be described in the applicable Prospectus Supplement, the Company will have broad discretion over the use of the net proceeds from an offering of its securities. Because of the number and variability of factors that will determine our use of such proceeds, the Company’s ultimate use of such proceeds might vary substantially from its planned use. An investor may not agree with how the Company allocates or spends the proceeds from an offering of its securities.

Future sales or issuances of securities

The Company may issue additional securities to finance future activities outside of the potential offerings under this Prospectus. The Company cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the securities of the Company. Sales or issuances of substantial numbers of the Company’s securities, or the expectation that such sales could occur, may adversely affect prevailing market prices of its securities. In connection with any issuance of securities of the Company, investors may suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

15 -

Market for Securities

There is currently no market through which the Company’s securities, other than its Common Shares, may be sold and, unless otherwise specified in the applicable Prospectus Supplement, the Company’s Warrants, Subscription Receipts, Units and Share Purchase Contracts will not be listed on any securities or stock exchange or any automated dealer quotation system. As a consequence, investors may not be able to resell Warrants, Subscription Receipts, Units or Share Purchase Contracts purchased under this Prospectus and the applicable Prospectus Supplement. This may affect the pricing of the Company’s securities, other than its Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these securities and the extent of trading regulation. There can be no assurance that an active trading market will develop for the aforementioned securities, or, if developed, that such a market will be sustained at the price level at which it was offered.

These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Tax Risk

Prospective investors should be aware that the purchase of Securities may have tax consequences in Canada and other jurisdictions. Prospective investors should read the tax discussion, if any, in the applicable Prospectus Supplement and consult with their own independent tax advisor.

Loss of Entire Investment

An investment in the Securities is speculative and involves a high degree of risk and is appropriate only for investors who have the capacity to absorb a loss of all of their investment.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, the issue and sale of the Securities will be passed upon for the Company as to matters of Canadian law by Farris LLP. As at the date of this Prospectus, the partners and associates of Farris LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of securities of the Company.

EXPERTS

Information relating to the Santa Ana Project in this Prospectus and the applicable Prospectus Supplement, and the documents incorporated by reference, has been derived from the Santa Ana Technical Report, which was filed on SEDAR, the predecessor to SEDAR+, on June 12, 2023.

The following “qualified persons” (within the meaning of NI 43-101) participated in the preparation of the Santa Ana Technical Report: Rodney Webster, MAIG; Robert Chesher, FAusIMM (CPMET); and José Olmedo, SME (collectively, the “ Experts ”), and has been included in reliance on such persons’ expertise.

To the knowledge of the Company as of the date hereof, the Experts and their respective partners, employees and consultants who participated in the preparation of the aforementioned Santa Ana Technical Report, or who were in a position to influence the outcome of such report, are the registered or beneficial owner, directly or indirectly, in the aggregate, of less than 1% of the outstanding Common Shares and do not otherwise have any direct or indirect interest in the property of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Outcrop are Davidson and Company LLP, 1200-609 Granville Street, Vancouver, British Columbia, V7Y 1G6.

16 -

Davidson and Company LLP has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation, and that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

The transfer agent and registrar for the Common Shares and Warrants is Olympia Trust Company at its principal offices in Vancouver, British Columbia.

CONTRACTUAL RIGHTS OF RESCISSION

Original purchasers of Warrants, Subscription Receipts, Share Purchase Contracts or convertible securities (or Units comprised of any such Securities) will have a contractual right of rescission against the Company in respect of the exercise of such Warrants or release of such Subscription Receipts or completion of a Share Purchase Contact or convertible securities.

The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, the Subscription Receipt, the Share Purchase Contract and the convertible security, as the case may be, the amount paid upon exercise upon surrender of the underlying securities gained thereby, in the event that this prospectus, the relevant prospectus supplement or an amendment thereto contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the Warrant, Subscription Receipt, the Share Purchase Contract or convertible security under this prospectus and the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant, Subscription Receipt, the Share Purchase Contract or convertible security under this prospectus and the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Securities distributed under an “atthe-market distribution” by the Company do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for nondelivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of National Instrument 44-102 Shelf Distributions .

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Securities distributed under an “at-the-market distribution” by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

In an offering of Subscription Receipts, Warrants or Share Purchase Contracts (or Units comprised of any such Securities), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial and territorial securities legislation, to the price at which Subscription

17 -

Receipts, Warrants or Share Purchase Contracts (or Units comprised of any such Securities) are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal adviser.

EXEMPTION FROM NATIONAL INSTRUMENT 44-101

Pursuant to a decision of the Autorité des marchés financiers dated June 28, 2023, the Company was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement and the documents incorporated by reference therein to be filed in relation to an “at-the-market distribution”. This exemption is granted on the condition that this Prospectus, any Prospectus Supplement (other than in relation to an “at-the-market distribution”) and the documents incorporated by reference herein and therein be translated into French if the Company offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market distribution”.

C - 1

CERTIFICATE OF THE COMPANY

Dated August 18, 2023

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) IAN HARRIS President and Chief Executive Officer

(Signed) SUNIL SHARMA Chief Financial Officer

On behalf of the Board of Directors

(Signed) IAN SLATER Director

(Signed) JAY SUJIR Director

AI assistant

Outcrop Silver & Gold — Capital/Financing Update 2025

43649_rns_2025-03-25_67fdf4de-7584-4947-adf3-2c2832f689be.pdf

PROSPECTUS SUPPLEMENT

New Issue

OUTCROP SILVER & GOLD CORPORATION

Up to $6,500,000 29,545,454 Units

TABLE OF CONTENTS OF THIS PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS OF THE ACCOMPANYING SHELF PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHELF PROSPECTUS

FINANCIAL INFORMATION AND CURRENCY

MARKET AND INDUSTRY DATA

NON-IFRS MEASURES

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING DOCUMENT

OUTCROP SILVER & GOLD CORPORATION

Summary Description of the Business

Recent Developments

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Business Objectives

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Unit Shares

Warrants

PLAN OF DISTRIBUTION

Offering in the United States

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Cost

Currency Conversion

Exercise of Warrants

Expiry of Warrants

Residents of Canada

Receipt of Dividends on Common Shares

Disposition of a Common Share or a Warrant

Treatment of Capital Gains and Capital Losses

Holders Not Resident in Canada

Receipt of Dividends on Common Shares

Disposition of a Common Share or a Warrant

CANADIAN, DOMESTIC, TREATY AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP AND DISPOSITION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

ELIGIBILITY FOR INVESTMENT

RESTRICTIONS ON SALE

Notice to Prospective Investors in the United Kingdom (the “UK”)

PRIOR SALES

TRADING PRICE AND VOLUME

RISK FACTORS

Risks Related to this Offering

Return on investment risk

Negative Operating Cash Flow

No Certainty Regarding the Proceeds to the Company

Additional Issuances and Dilution

Discretion in the Use of Proceeds

Share Price Volatility

Market Price Depression

Dilution Risk

Loss of Entire Investment

Active Liquid Market for Common Shares

Warrants will not be listed for trading

Speculative Nature of Warrants

The Company May Not Realize Its Strategy

ENFORCEABILITY OF CIVIL LIABILITIES

LEGAL MATTERS

EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

CERTIFICATE OF THE AGENT

RESEARCH CAPITAL CORPORATION

SHORT FORM BASE SHELF PROSPECTUS

New Issue

OUTCROP SILVER & GOLD CORPORATION

$50,000,000

Common Shares Warrants Subscription Receipts Units

Share Purchase Contracts

TABLE OF CONTENTS

ABOUT THIS SHORT FORM PROSPECTUS

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

Outcrop Silver & Gold Capital/Financing Update 2025