Compass Gold Corporation (TSX-V: CVB) announced that it has issued, on a non-brokered private placement basis, a total of 13,387,500 common shares of the Company, at a price of $0.20 per share, for aggregate gross proceeds of $2,677,500 pursuant to the closing of its previously announced private placement (see Compass news releases dated July 7, 2021).

Larry Phillips, Compass Gold’s President and CEO, said, “Thanks to the support of our loyal existing shareholders, we are very pleased to have been able to complete our latest private placement so quickly. The fact that this financing was taken up entirely by current shareholders, insiders and our management team has enabled us to substantially reduce dilution for those investors who have supported us in the past. Now, with these funds in hand, we are ready to launch an extensive follow-up drill program to test beneath the exciting near-surface targets that our technical team has identified. We will be reporting results throughout the course of the rainy season between now and November as we advance towards our goal of identifying an open-pittable gold deposit at Sikasso.”

Extensive new exploration and drill program launched

Compass has recently identified several targets for follow-up deeper reverse circulation and diamond drilling on the Tarabala Trend. The purpose of the drilling will be to test the width, grade and continuity of previously defined near surface gold mineralization, and determine whether subsequent resource definition drilling is warranted. At the same time, Compass continues to advance exploration throughout its 867 sq. km Sikasso property, where it has identified additional targets that will be drill tested in due course.

Placement Details

In connection with the Offering, the Company paid finder’s fees of an aggregate of $36,300 (in cash), 375,000 common shares (in lieu of cash ), and 556,500 compensation warrants, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation. Each compensation warrant is exercisable to acquire one common share of the Company at a price of $0.20 for a period of two years following the closing of the Offering.

Insiders of the Company purchased an aggregate of 312,500 shares under the Offering, for aggregate consideration of $62,500. Such participation is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 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.

All the shares issued pursuant to the Offering are subject to a hold period expiring four months and one day after the date of issuance. Subsequent to the completion of the Offering, the Company has a total of 86,481,778 common shares issued and outstanding. The Offering is subject to final acceptance by the TSX Venture Exchange.

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 is a Tier 2 issuer listed 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 867 km². The Sikasso Property is located in the same region as several multi-million-ounce gold projects, including Morila, Syama, Kalana and Komana. Mineralization hosted on adjacent and or nearby properties is not necessarily indicative of mineralization hosted on the Company’s property. The Company’s Mali-based technical team, led in the field by Dr. Madani Diallo and under the supervision of Dr. Sandy M. Archibald, P.Geo, is conducting the current exploration program on several anomalous areas of the Sikasso Property, southern Mali.