Compass Gold Announces $1M Private Placement, Canadian Business Journal

Not intended for distribution to US newswire services or for distribution within the US

TORONTO, November 18, 2022 (GLOBE NEWSWIRE) — Compass Gold Corp. (TSX-V: CVB) (“compass needle” or “Company”) announces that it plans to issue approximately 14.3 million shares of its common stock on a private placement basis without brokerage (“common stock”), with a price of $0.07 per share and aggregate gross earnings of $1 million (“Recruitment”). Based on market conditions, the offering will be incremented by approximately 7.17 million shares of common stock, providing up to $500,000 in additional gross proceeds, resulting in up to $1.5 million in gross proceeds from the offering.

Use of funds

Proceeds from the sale will be used to further the Company’s ongoing exploration activities on its Sikasso property in southern Mali. This work consists of his 2,600 m deeper reverse circulation (RC) and diamond drilling program at Tarabala Lookout and his 300 m trench drilling at Massala. This work is intended to help determine the range of known gold mineralization depths and quantify nugget effects that may be seen at other prospects on the property. Any positive results will be used towards the virgin resources of Talavara. The drilling and trenching program is expected to be completed within three months of closing.

Compass President and CEO Larry Phillips said: “As we reported, resampling of previous RC drillings at Moribara and Masala indicated that gold concentrations were likely unreported, and a similar situation exists in Tarabala. It is possible that the proposed new drilling at Taravara will target a deeper level gold mineralization system and collect larger samples so that economic mineralization may exist in the future. If the results of this drilling and subsequent cyanide leaching analysis are positive, additional infill drilling will be required to make initial resource estimates at Taravara. We are confident that the new year will bring exciting results.”

Compass Director and Country Manager Dr. Madani Diallo added: “The technical evidence is strong that there is much more gold in thalabala and masala than we have been able to report so far. We hope that this understated next program of exploration will further highlight the true potential of the entire region.”

Additional Details About Offerings

All securities issuable pursuant to the offering are subject to a hold period that expires four months and one day from the date of issuance.

Closing of the offering is expected on or before December 15, 2022. Closing of this offering is subject to receipt of all necessary regulatory approvals, including TSX Venture Exchange approvals.

We anticipate that certain officers and/or directors of our company may participate in the offering. Insider participation in an offering is exempt from the evaluation and minority shareholder approval requirements of Multilateral Agreement 61-101 – Protection of Minority Shareholders in Special Transactions (“MI61-101”) by the exemptions contained in Sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.

In addition, subject to compliance with TSX Venture Exchange policies and applicable securities laws, we may pay certain registered dealers finder fees in connection with offerings as follows: and (ii) exercised for a period of two years from the date of issuance to acquire that number of common shares at a purchase price of $0.07; Each potential warrant share represents 6.0% of the number of shares of common stock sold to purchasers referred to us by the finder.

Securities offered pursuant to the offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction, and no such offer, sale or solicitation would be unlawful.

Introduction of new stock option system

In addition, today we announced a new stock option system (“2022 Option Plan”) replaces the previous stock option plan. The 2022 Option Plan is a “rolling” plan. The total number of shares of common stock reserved for issuance upon exercise of options under the 2022 Option Plan will be the number of shares of common stock equal to 10% of the total number of shares of common stock. Shares issued and issued from time to time. 2022 Option Plan is subject to TSX Venture Exchange Policy 4.4 – security-based compensation.

The 2022 Option Plan is detailed in the Management Information Circular prepared in connection with the Company’s Annual and Special Shareholders Meetings held on August 2, 2022. The 2022 Option Plan was approved by shareholders on August 2nd. 2022 meeting and in effect as of that date. A copy of the Administrative Information Circular can be found in his SEDAR company profile at www.SEDAR.com.

About Compass Gold Corp.

Compass, a public company incorporated in Ontario, is a Tier 2 issuer of TSX-V. Through his 2017 acquisition of MGE and its Malian subsidiary, Compass holds the Malian gold exploration license that constitutes the Sikasso property. Exploration permits are on his four sites in southern Mali, with a combined land holding of 1,143 km.²The Sikasso property is co-located with multi-million ounce gold projects such as Morila, Syama, Kalana and Komana. Our Mali-based technical team, led on site by Dr. Madani Diallo and supervised by Dr. Sandy Archibald of P. Jio, is conducting the current exploration programme. They are investigating Dr. Archibald’s numerous anomalies first noted in his August 2017.

qualified person

This news release has been reviewed and approved by EurGeol. Dr. Sandy Archibald, Compass’s Director of Technical, is the qualified person for the technical information in this news release under the National Instrument 43-101 standard.

Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws. This includes statements regarding the Company’s proposed offering and the use of proceeds from the proposed offering. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and deployments may differ materially from those contemplated by such information. Statements in this news release were made as of the date indicated herein. We undertake no obligation to update any forward-looking information, except as required by applicable law.

For more information, please contact:

Website: www.compassgoldcorp.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICE PROVIDERS (AS THAT TERM IS DEFINED IN THE TSX VENTURE EXCHANGE POLICIES) ARE RESPONSIBLE FOR THE SUITABILITY OR ACCURACY OF THIS RELEASE.

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