Compass GOLD Announces $3.0 Million Private Placement

Not for distribution to United States newswire services or for dissemination in the

United States

COMPASS GOLD ANNOUNCES $3.0 MILLION PRIVATE

PLACEMENT

Toronto, Ontario – April 21, 202 2 – 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, up to 20,000,000 units of the Company ("Units"), at a price of $0.15 per Unit, for aggregate

gross proceeds of up to $3.0 million (the "Offering"). Each Unit will consist of one common share

of the Company (a "Common Share") and one Common Share purchase warrant (a " Warrant"),

with each Warrant entitling the holder thereof to purchase one additional Common Share at a

price of $0.30 for a period of three years from the date of issuance (subject to the acceleration of

the expiry date of the Warrants as described below).

If the closing price of the Common Shares on the TSX Venture Exchange is greater than $0.40 for

a period of 20 consecutive trading days, the e xpiry date of the Warrants may be accelerated by

the Company providing notice to the holders of Warrants and, in such case, the expiry date of the

Warrants shall be the date which is 30 days following the date on which such notice is provided.

The Company will also issue a press release announcing the accelerated expiry date concurrently

with the giving of such notice.

The proceeds of the Offering will be used to further advance the Company’s ongoing exploration

efforts at its Sikasso Property in southern Mali (see Compass news releases dated April 19, March

31, February 15, and January 18, 2022), as well as for general corporate purposes.

Larry Phillips, Compass President and CEO, said, “We are ready to move forward with a drilling

program that will follow up on the excellent results our team in Mali has achieved at Moribala,

where several large target zones have been identified. Pronounced gold in shallow soil anomalies

and coincident faults from our recent remote sensing study affirms our view that the Moribala

permit has excellent potential to host significant economic gold mineralization. Our exploration

work this year shows that it is very likely the highest priority targets will extend further along the

mineralized faults we have discovered. In addition, our team has identified fifteen target zones

that call for ground geophysics testing to provide more precise drilling targets. With the

combination of more than 10,000 metres of follow-up drilling and target definition work planned,

we are confident that our team will deliver exciting results over the remainder of this year.”

Additional details concerning the Offering

The Offering is expected to close on or about May 20, 2022. Closing of the Offering is subject to

the receipt of all necessary regulatory approvals, including the approval of the TSX Venture

Exchange.

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The Company anticipates that certain officers and/or directors of the C ompany may participate

in the Offering. Participation by such 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 Units 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 $0.15 per share, equal to 6.0% of the number of Units

sold to purchasers introduced to the Company by the finder.

All the securities issuable pursuant to the Offering will be subject to a hold period expiring four

months and one day after the date of issuance.

The offer and sale of the securities offered in the Offering has not been and will not be registered

under the US 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 se ll 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.

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

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.

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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.