Compass Gold Announces Private Placement of Units for Gross Proceeds of up to $5 million
Compass Gold Announces Private Placement of Units
for Gross Proceeds of up to $5 million
Not for distribution to United States newswire services or for dissemination in the United States
Toronto, Ontario, February 3, 2026 – Compass Gold Corporation (TSXV:CVB) (“Compass Gold” or the
“Company”) announced today that it has entered into letter agreement pursuant to which Canaccord
Genuity Corp. has agreed to act as sole agent and bookrunner (the “ Agent”), in connection with a best
efforts private placement of a minimum of 21,052,630 and up to a maximum of 26,315,800 units of the
Company (the “ Units”) at a price of $0.19 per Unit for gross proceeds of between approximately
$4,000,000 and $5,000,000 (the “Offering”).
Each Unit will consist of one common share of the Company and one common share purchase warrant (a
“Warrant”). Each Warrant shall entitle the holder to purchase one common share of the Company at a
price of C$0.25 at any time on or before that date which is 3 years following the Closing Date (as herein
defined).
The net proceeds from the sale of Units will be used for the evaluation and establishment of a gold
processing facility at the Company’s Massala prospect, drilling, completion of a metallurgical study, bulk
sampling and general corporate purposes and working capital as set out in the offering document.
In addition, the Company has granted the Agent an option, exercisable in full or part up to 48 hours prior
to the Closing Date, to sell up to an additional 3,947,370 Units at the offering price of $0.19 per Unit, for
additional gross proceeds of up to approximately $750,000.
The Offering is expected to close on or about February12 , 2026, or such other date as the Company and
the Agent may agree (the “Closing Date”), and is subject to certain conditions including, but not limited
to, the execution of a definitive agency agreement between the Company and the Agent, and the receipt
of all necessary regulatory and other approvals, including the conditional approval of t he TSX Venture
Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers
resident in Canada and/or other jurisdictions pursuant to the listed issuer financing exemption under Part
5A of NI 45-106, as amended and supplemented by Coordinated Blanket Order 45 -935 Exemptions from
Certain Conditions of the Listed Issuer Financing Exemption. The Units issued to subscribers in the Offering
will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company’s profile
on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.compassgoldcorp.com.
Prospective investors should read the offering document before making an investment decision.
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This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been and
will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any
state securities laws and may not be offered or sold within the United States or to, or for account or
benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration requirements is available. “United States” and “U.S. person” have the
meaning ascribed to them in Regulation S under the 1933 Act.
About Compass Gold
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 three sites in southern Mali with a
combined land holding of 900 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 Inst rument 43 -101 Technical Report on the Sikasso
Property, Southern Mali.”
For more information, please contact:
Compass Gold Corporation:
Larry Phillips - Pres. & Chief Executive Officer 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.
Forward-Looking Statements
The information contained herein contains “forward-looking information” within the meaning of applicable Canadian
securities legislation. “Forward -looking information” includes, but is not limited to, statements with respect to the
activities, events or developments that the Company expects or anticipates will or may occur in the future, including,
without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the
Offering; the use of proceeds from the Offerin g; the anticipated date for closing of the Offering; the receipt of all
necessary regulatory and other approvals, including approval of the TSX Venture Exchange. Generally, but not
always, forward-looking information can be identified by the use of words s uch as “plans”, “expects”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation
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thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”,
“would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
By their nature, forward-looking statement involve known and unknown risks, uncertainties and other factors, which
may cause actual result, performance or achievements to differ materially from those expressed or implied by such
statements, including but not limited to: the potential inability of the Company to continue as a going concern, risks
associated with potential governmental and/or regulatory action with respect to the Company’s operations, the
potential inability of the Company to implement its bu siness plan going forward. Such statements and information
reflect the current view of the Company and are based on information currently available to the Company. Any
forward-looking information speaks only as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to update any forward -looking
information, whether as a result of new information, future events or results or otherwise.