Compass GOLD Announces $1.0 Million Private Placement
Not for distribution to United States newswire services or for dissemination in the
United States
COMPASS GOLD ANNOUNCES $1.0 MILLION PRIVATE
PLACEMENT
Toronto, Ontario – November 18, 2022 – Compass Gold Corp. (TSX-V: CVB) (“ Compass” or the
“Company”) is pleased to announce that it intends to issue, on a non-brokered private placement
basis, approximately 14.3 million common shares of the Company (“Common Shares”), at a price
of $0.07 per share, for aggregate gross proceeds of $1.0 million (the “Offering”). Based on market
conditions, the Offering may be increased by approximately 7.17 million Common Shares, for
additional gross proceeds of up to $0.5 million, and resulting in aggregate gross proceeds pursuant
to the Offering of up to $1.5 million.
Use of Proceeds
The proceeds of the Offering will be used to further advance the Company’s ongoing exploration
efforts at its Sikasso Property in southern Mali. This work will consist of a 2,600-m program of
deeper reverse circulation (RC) and diamond drilling at the Tarabala prospect and 300 m of
trenching at Massala. The work is intended to determine the depth extent of the known gold
mineralization and help quantify the possible nugget effect seen at other prospects on the
property. Expected positive results will be used towards a maiden resource at Tarabala. This
drilling and trenching program is planned to be completed within three months of the closing.
Larry Phillips, Compass President and CEO, said, “As we have reported, resampling of previous
RC drilling at Moribala and Massala indicates that gold concentrations have likely been under
reported, and a similar situation might also be present at Tarabala. The proposed new drilling at
Tarabala is aimed at deeper levels of the gold mineralized systems and will involve collecting larger
samples to give us the confidence that economic mineralization may exist on the prospect. If the
results of this drilling and subsequent cyanide leach assaying are positive, additional infill drilling
will be necessary to perform a maiden resource estimation at Tarabala. We are confident that our
team will deliver exciting results in the new year.”
Dr. Madani Diallo, Compass Director and Country Manager, added, “The technical evidence is
strong that there is far more gold at Tarabala and Massala than we’ve been able to report thus
far. I am convinced that this is due to the significant nugget effect (coarse gold) there. I expect
that this modest next exploration program will further underline the true prospectivity of this
entire area.”
Additional details concerning the Offering
All securities issuable pursuant to the Offering will be subject to a hold period expiring four
months and one day after the date of issuance.
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It is anticipated that the closing of the Offering will occur on or prior to December 15, 2022.
Closing of this Offering is subject to the receipt of all necessary regulatory approvals, including
the approval of the TSX Venture Exchange.
The Company anticipates that certain officers and/or directors of the Company may participate
in the Offering. Participation by insiders in the Offering will be exempt from the valuation and
minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“ MI 61-101 ”) by virtue of the exemptions
contained in Sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.
Further, subject to compliance with the policies of the TSX Venture Exchange and applicable
securities legislation, the Company may pay a finder’s fee to certain registered dealers in
connection with the Offering comprised of: (i) a cash fee equal to 6.0% of the gross proceeds
received from the sale of Common Shares sold to purchasers introduced to the Company by the
finder, and (ii) warrants exercisable for a period of two years from the date of issuance to acquire
that number of Common Shares, at a purchase price of $0.07 per share, equal to 6.0% of the
number of Common Shares sold to purchasers introduced to the Company by the finder.
The securities offered pursuant to the Offering have not been and will not be registered under
the United States Securities Act of 1933, as amended, or any state securities laws, and such
securities may not be offered or sold in the United States absent registration or applicable
exemption from such registration requirements. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in the United States or in any other
jurisdiction in which the offer, sale or solicitation would be unlawful.
Adoption of New Stock Option Plan
The Company also announced today that it has adopted a new stock option plan (the “ 2022
Option Plan”) which supersedes and replaces its prior stock option plan. The 2022 Option Plan is
a “rolling” plan, as the aggregate number of common shares reserved for issuance upon the
exercise of options pursuant to the 2022 Option Plan is such number of common shares as is equal
to 10% of the total number of common shares issued and outstanding from time to time. The
2022 Option Plan was adopted by the Company to comply with, and to take advantage of, certain
recent amendments made to TSX Venture Exchange Policy 4.4 – Security Based Compensation.
The 2022 Option Plan is described in greater detail in the management information circular
prepared in connection with the annual and special meeting of shareholders of the Corporation
that was held on August 2, 2022. The 2022 Option Plan was approved by shareholders at the
August 2, 2022 meeting and as was made effective as of such date. A copy of the management
information circular is available for review under the Company’s profile on SEDAR at
www.SEDAR.com.
About Compass Gold Corp.
Compass, a public company having been incorporated into Ontario, is a Tier 2 issuer on the
TSX- V. Through the 2017 acquisition of MGE and Malian subsidiaries, Compass holds gold
exploration permits located in Mali that comprise the Sikasso Property. The exploration permits
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are located in four sites in southern Mali with a combined land holding of 1,143 km2. The Sikasso
Property is located in the same region as several multi-million-ounce gold projects, including
Morila, Syama, Kalana and Komana. The Company’s Mali-based technical team, led in the field
by Dr. Madani Diallo and under the supervision of Dr. Sandy Archibald, P.Geo, is conducting the
current exploration program. They are examining numerous anomalies first noted in Dr.
Archibald’s August 2017 “National Instrument 43-101 Technical Report on the Sikasso Property,
Southern Mali.
Qualified Person
This news release has been reviewed and approved by EurGeol. Dr. Sandy Archibald, P.Geo,
Compass’s Technical Director, who is the Qualified Person for the technical information in this
news release under National Instrument 43-101 standards.
Forward‐Looking Information
This news release contains “forward‐looking information” within the meaning of applicable securities laws,
including statements regarding the Company’s proposed Offering and the use of proceeds of the proposed
Offering. Readers are cautioned not to place undue reliance on forward‐looking information. Actual results
and developments may differ materially from those contemplated by such information. The statements in
this news release are made as of the date hereof. The Company undertakes no obligation to update
forward‐looking information except as required by applicable law.
For further information please contact:
Compass Gold Corporation Compass Gold Corporation
Larry Phillips – Pres. & CEO Greg Taylor – Dir. Investor Relations &
Corporate Communications
[email protected] [email protected]
T: +1 416-596-0996 X 302 T: +1 416-596-0996 X 301
Website: www.compassgoldcorp.com
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS
DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.