Compass Gold Closes $700,000 Private Placement Investor Demand Increases Previously Announced Proceeds by $100,000
Compass Gold Closes $700,000 Private
Placement
Investor Demand Increases Previously Announced Proceeds
by $100,000
Toronto, Ontario--(Newsfile Corp. - September 25, 2025) - Compass Gold Corporation (TSXV: CVB)
("
Compass
" or the "
Company
") announced today that it has issued, on a non-brokered private
placement basis, 4,666,667 units of the Company ("
Units
"), at a price of $0.15 per Unit, for aggregate
gross proceeds of $700,000 (the "
Offering
").
Each Unit consisted of one common share of the
Company (a "
Common Share
") and one-half of one Common Share purchase warrant (each whole
Common Share purchase warrant, a "
Warrant
"), with each Warrant entitling the holder thereof to
purchase one additional Common Share at a price of $0.20 for a period of two years from the date of
issuance.
As a result of investor demand, the final gross proceeds of the Offering exceeded the
Company's previously announced Unit purchase commitments by $100,000.
(See Compass news
release dated September 16, 2025.)
The proceeds of the Offering will be used to fund the continuing development and initial execution of the
Company's Small Mine Strategy at Massala, and for general corporate purposes.
Additional details concerning the Offering
In connection with the Offering, and subject to compliance with the policies of the TSX Venture Exchange
and applicable securities legislation, the Company paid finder's fees equal to 7.0% of the gross
proceeds received from the sale of certain Units.
In aggregate, the Company paid $4,200 in cash, and
issued 121,333 Common Shares (at a deemed value of $0.15 per Common Share) as finder's fees
pursuant to the Offering.
Insiders of the Company purchased an aggregate of 273,335 Units under the Offering for total
consideration of $41,000.
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, nor the fair market
value of the consideration for, the Offering, insofar as it involved interested parties, exceeded 25% of the
market capitalization of the Company.
The Company did not file a material change report related to the insider participation under the Offering
more than 21 days before closing.
This was considered reasonable and necessary in the circumstances,
as the details of the Offering (including insider participation) were only recently finalized and the
Company desired to complete the Offering in an expeditious manner.
All the securities issuable pursuant to the Offering are subject to a hold period expiring four months and
one day after the date of issuance.
The Offering remains subject to final acceptance by the TSX Venture
Exchange.
All dollar amounts referred to in this press release are expressed in Canadian dollars.
The offer and sale of the securities offered in the Offering have 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 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.
About Compass Gold Corp.
Compass, a public company incorporated in 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 1,173 sq. km.
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 use of proceeds of the 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
Larry Phillips – Pres. & CEO
Greg Taylor – Dir. Investor Relations & Corporate
Communications
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.
Not for distribution to United States newswire services or for dissemination in the United
States
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/267833