Compass Gold Closes $2,728,300 Private Placement
Compass Gold Closes $2,728,300 Private Placement
Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, April 25, 2019 -- Compass Gold Corporation (TSX-V: CVB) (“Compass” or the “Company”) announced today that
has issued, on a non-brokered private placement basis, a total of 9,094,335 common shares of the Company, at a price of
$0.30 per share, for aggregate gross proceeds of $2,728,300, pursuant to the closing of the previously announced private
placement (see Compass news releases dated April 8th and 15th, 2019) (“the Offering”).
In connection with the closing of the Offering, the Company issued an aggregate of 359,543 broker warrants (the "Broker
Warrants") and paid an aggregate of $107,863 in cash to certain finders. Each Broker Warrant entitles the holder thereof to
purchase one common share of the Company for a period of 12 months from date of closing at an exercise price of $0.30 per
share.
Closing of the Offering is subject to the receipt of all necessary regulatory approvals . All the shares issuable pursuant to the
Offering will be subject to a hold period expiring four months and one day after the date of issuance.
Larry Phillips, Compass Gold’s President and CEO, said, “The successful completion of this offering represents another
positive milestone in the progress of our company, one which will enable us to continue with our vigorous exploration of our
highly prospective Sikasso gold property in southern Mali. I would like to thank the many existing shareholders as well as the
key new strategic investors who have participated in this offering for their support. Thank you as well to our CFO, Lou Nagy for
coordinating this rather complex process, as well as to Beacon Securities and INFOR Financial for their advisory services with
this offering.”
The funds received from the Offering will enable the Company’s technical team to follow the current drilling program with an
aggressive drill campaign of up to 10,000 metres across the Ouassada, Faraba-Coura, Sankarani permits and the Yanfolila
South permit block, which is targeted for completion before the end of 2019. This drilling is predicated on the results of the
ongoing induced polarization (IP) geophysical survey, geochemical sampling of extensive artisanal areas, and geological
mapping.
Certain insiders of the Company have participated in the Offering and the Company has paid finder’s fees on a portion of the
Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation. Beacon
Securities Limited and INFOR Financial Inc. have acted as advisors to the Company regarding the Offering.
Insiders of the Company purchased an aggregate of 686,667 shares under the Offering, for aggregate consideration of
$220,000. Such participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Participation by insiders in the Offering was
exempt from: (i) the valuation requirements of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101, as
the Company is listed only on the TSX Venture Exchange; and (ii) the minority shareholder approval requirements of MI 61-101
by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as at the time the Offering was agreed to, neither the
fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involved
interested parties, exceeded 25 per cent of the market capitalization of the Company.
The securities offered pursuant to the Offering have not been registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of
securities in the United States.
About Compass Gold Corporation
Compass, a public company having been incorporated into Ontario, is a Tier 2 issuer on the TSX Venture Exchange. 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 three sites in southern Mali with a combined land holding of
854 km2. The Sikasso Property is located in the same region as several multi-million ounce gold projects, including Morila,
Syama, Kalana and Kodiéran. 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 executing a new exploration program. They are examining the first of numerous
anomalies noted for further investigation in Dr. Archibald’s August 2017 “National Instrument 43-101 Technical Report on the
Sikasso Property, Southern Mali.”
Forward‐Looking Information
This news release contains "forward ‐looking information" within the meaning of applicable securities laws, including
statements regarding the Company’s planned exploration work and management appointments. 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.