Compass GOLD Corporation Closes Non-Brokered Private Placement FOR $500,000
Suite 1430 - 800 West Pender Street Vancouver, BC, CANADA
Tel. +1 (604) 638 8063 Fax +1 (604) 648 8105 [email protected]
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. N EWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
COMPASS GOLD CORPORATION CLOSES NON-BROKERED
PRIVATE PLACEMENT FOR $500,000
Vancouver, British Columbia, May 4, 2017 – Compass Gold Corporation (TSXV: CVB) (the
“Company”) is pleased to report that it has closed its previously announced non-brokered private
placement.
The Company issued a total of 10,000,000 units at a price of $0.05 per unit (“Units”) for total gross
proceeds of $500,000. Each Unit is comprised of one common 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 o f $0.07 per share until May 4, 2018 (increased
from the proposed exercise price of $0.06 per share shown in the Company’s news release of
February 17, 2017).
As compensation, qualified persons acting as finder s in connection with the private placement
(“Finders”) received a cash commission of 7% of the proceeds raised or compensation options
exercisable for units of the Company, each unit com prising one common share of the Company and
one non-transferable warrant entitling the holder t o purchase one additional common share of the
Company at a price of $0.07 per share until May 4, 2018. The Company paid a total of $21,000 in
cash and issued 420,000 compensation options in con nection with the closing of the private
placement.
All securities issued or issuable under the private placement will be subject to a four month and a
day hold period in Canada expiring on September 5, 2017, in addition to such other restrictions as
may apply under applicable securities laws of jurisdictions outside of Canada.
The private placement included the following subscr iptions from “related parties” of the Company
as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"): James Gilbert Henderson (the Compa ny’s Chairman and a director)
acquired, indirectly through JH & KM Pty Ltd, 300,000 Units, and Laura Iacusso (the Company’s CFO)
acquired, indirectly through Portafortuna Pty Ltd, 100,000 Units. The issuance of Units to these
parties did not result in a material change in the percentage of securities of the Company held by
these parties. The participation of these parties in the private placement was exempt from formal
valuation and minority shareholder approval require ments pursuant to exemptions contained in
sections 5.5(c) and 5.7(1)(a) of MI 61-101.
The Company also announces that it proposes to sett le $100,000 in outstanding debt by issuing
1,904,761 units, each being comprised of one common share of the Company and one transferable
common share purchase warrant. Each warrant will en title the holder to purchase one additional
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common share of the Company at a price of $0.07 per share for a period of 12 months from the
closing of the debt settlement.
ON BEHALF OF THE BOARD OF COMPASS GOLD CORPORATION
“James Henderson”
James Henderson, Chairman
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
James Henderson
Email: [email protected]
+1 (604) 638-8063