Compass GOLD Completes Share Exchange Transaction to Acquire Sikasso GOLD Property IN Southern Mali Closes $6 Million Non-Brokered Private Placement to Fund Exploration Program
COMPASS GOLD COMPLETES SHARE EXCHANGE TRANSACTION
TO ACQUIRE SIKASSO GOLD PROPERTY IN SOUTHERN MALI
CLOSES $6 MILLION NON-BROKERED PRIVATE PLACEMENT TO FUND
EXPLORATION PROGRAM
Vancouver, BC and Sydney, Australia, November 29, 2 017 – Compass Gold Corp.
(NEX:CVB.H) (Compass or the Company) is pleased to announce the completion of the
previously announced acquisition ( see Compass news release dated Aug. 23, 2017 ) of all of
the issued and outstanding shares of Mali Gold Expl oration Pty Ltd (MGE) (Acquisition),
concurrent with a one-for-five share consolidation ( Consolidation ) and non-brokered private
placement of $6,000,000 ( Private Placement ) (together the Transaction ). The Company’s
common shares will commence trading on the TSX Vent ure Exchange (the TSXV or the
Exchange ) as a Tier 2 issuer under the symbol “ CVB ”, on a post-consolidation basis on
November 30, 2017.
HIGHLIGHTS:
• Transaction completed and maximum financing amount of $6 million achieved to
finance exploration and operations.
• Compass completes share exchange to gain 100% contr ol of MGE’s Sikasso Property
comprising five gold exploration licenses in Mali, West Arica and covering a total
area of 1,179 km 2
• Larry Phillips appointed as new President and CEO; Joe Conway and Bill Pugliese
appointed as Directors
• Poised to commence exploration work, including drilling on 35 targets.
Company President and CEO, Larry Phillips, stated, “Our acquisition of the Sikasso properties
located in the prolific greenstone belts of southern Mali is an important step forward for the
‘new’ Compass Gold. The excellent geological work b y Madani Diallo and his MGE team over
the past six years has identified 35 targets ready to be drill-tested. With our fully-subscribed
$6 million private placement, we have the financial resources to complete drilling on all of
those targets over the coming year.
Mr. Phillips added, “I am also very pleased to be c ontinuing my association with Jamie
Henderson and Madani Diallo and to be joined by my long-time associates from Iamgold, Bill
Pugliese and Joe Conway as shareholders and Directors. Together, this group brings a wealth
of business and technical experience that will help us build value for all Compass
shareholders.”
Acquisition
Pursuant to the Acquisition, the Company issued 12, 000,000 Post-Consolidation Shares to
MGE Shareholders. Upon closing of the Acquisition, MGE became a wholly-owned subsidiary
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of the Company. MGE holds, through subsidiaries, th e Sikasso Property comprising five (5)
gold exploration licenses in Mali, West Arica cover ing a total area of 1,179 km 2 in established
gold producing regions of Mali. (See Map below) The Company has now taken over MGE's
business of gold mineral exploration in Mali.
The Post-Consolidation Shares to be issued to the M GE shareholders under the Acquisition
are to be subject to restrictions on resale, includ ing escrow restrictions, imposed by
applicable laws and the Exchange
Consolidation
Effective November 29, 2017, the Company consolidat ed its common shares on the basis of
one (1) post-consolidation common share for each fi ve (5) pre-consolidation common
shares. The securities issued pursuant to the Acqu isition and Private Placement were issued
on a post-consolidation basis.
Private Placement
Immediately prior to the closing of the Acquisition , the Company completed a non-brokered
private placement of Units to raise gross proceeds of $6,000,000 at a purchase price of $0.50
per Unit. The $6,000,000 raised was at the top of t he $5,000,000 to $6,000,000 target
financing range. Each Unit is comprised of one com mon share of the Company and one
transferable common share purchase warrant. Each wa rrant entitles the holder to purchase
one additional common share of the Company at a price of $0.75 per share and has an expiry
date of November 29, 2020. Proceeds are to be used for exploration of the Sikasso property
and for working capital purposes.
In connection with the Private Placement, the Company:
• Paid a cash finder’s fee of $154,425 to eligible finders; and,
• reserved for issuance a total of 536,849 compensati on options (the Compensation
Options ) to eligible finders. Each Compensation Option entitles the holder to
purchase one (1) Unit in the Company at an issue pr ice of $0.50 until November 29,
2019. Upon exercise, the Company will issue one common share of the Company and
one non-transferable common share purchase warrant. Each warrant entitles the
holder to purchase one additional common share of t he Company at a price of $0.75
per share and has an expiry date of November 29, 2020.
All securities issued pursuant to the Private Place ment are subject to a four-month hold
period expiring on March 30, 2018.
Financial Advisor
In connection with the Transaction, the Company app ointed INFOR Financial Inc. ( INFOR
Financial ) as its primary financial advisor. INFOR Financial was paid a fee in cash and Units in
the Company. Each Unit was issued on the same terms as the Private Placement.
Outstanding Share Capital and Escrow
Following the Transaction and subject to rounding r esulting from the Consolidation, the
Company has the following securities on issue:
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• 27,341,967 common shares;
• 2,000,000 share purchase warrants with an expiry da te of May 4, 2018 and an exercise
price of $0.35;
• 380,952 share purchase warrants with an expiry date of May 15, 2018 and an exercise
price of $0.35;
• 12,200,000 share purchase warrants with an expiry d ate of November 29, 2020 and an
exercise price of $0.75;
• 84,000 Compensation Options with an expiry date of May 4, 2018 and an exercise price of
$0.25;
• 536,849 Compensation Options with an expiry date of November 29, 2019 and an
exercise price of $0.50;
Compass Board and Management Changes
As part of the Transaction, previously announced, B oard and Management changes were
implemented:
• Larry Phillips has been appointed as President and Chief Executive Officer;
• Joe Conway and Bill Pugliese have been appointed as non-executive directors;
• Ian Spence has resigned as President and Chief Executive Officer; and
• Lara Iacusso and Malcom Carson have resigned as directors.
James Henderson will continue as Chairman and Madani Diallo as a non-executive director.
Lara Iacusso and Danica Topolewski will continue as interim Chief Financial Officer and
Corporate Secretary respectively. The Company inte nds to appoint a Toronto-based person
to these positions in the coming weeks.
Continuation to Ontario
As part of the Transaction, the Company is finalizi ng its continuation of the Company from
British Columbia to Ontario, with a head office in Toronto.
About Compass
Compass is a public company organized under the law s of British Columbia (proposed to be
continued into Ontario) and is a Tier 2 issuer on the TSXV.
Through the acquisition of MGE and Malian subsidiar ies, Compass holds gold exploration
permits located in Mali that comprise the Sikasso P roperty. The exploration permits are
located in three sites in Southern Mali with a comb ined land holding of 1,179km 2. The
Sikasso Property is located in the same region as s everal other multi-million ounce gold
projects, including Morila, Syama, Kalana and Kodieran.
The Sikasso Property comprises five exploration permits at the following three sites:
• Ouassada and Sankarini ;
• Tiéouléna and Kourou ; (these four collectively referred to as the Yanfolila Block ); and,
• Kalé .
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Map : Location of the exploration licenses ( From NI 43-101 Technical Report on the Sikasso
Property – Republic of Mali Aug. 31, 2017, available with the Company’s filings on SEDAR ):
ON BEHALF OF THE BOARDS:
COMPASS GOLD CORP. MALI GOLD EXPLORATION PTY LTD
SIGNED: “ Larry Phillips”
Larry Phillips, President and Chief Executive Officer
Compass Gold Corp.
Forward‐Looking Information
This news release contains "forward-looking informa tion" 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 un due reliance on forward-looking information.
Actual results and developments may differ material ly 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 I NFOR Financial Inc.
Larry Phillips – Pres. & CEO Greg Taylor – Dir. Inv estor Relations &
Corporate Communications
Neville Dastoor-
Principal
[email protected] [email protected] [email protected]
T: +1 416-648-4767 T: +1 416-605-5120 T: +1 416-583 -1947
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.