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Compass Gold Corp. (TSXV: CVB,OTC:COGDF) ("Compass" or the "Company") is pleased to announce that it intends to issue, on a non-brokered private placement basis, 4,000,000 units of the Company ("Units"), at a price of $0.15 per Unit, for aggregate gross proceeds of $600,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Common Share at a price of $0.20 for a period of two years from the date of issuance.
The proceeds of the Offering, which is fully subscribed, will be used to fund the continuing development and initial execution of the Company's Small Mine Strategy at Massala, and for general corporate purposes.
Larry Phillips, Compass President and CEO, said, "On behalf of our Board, Management and Technical teams, we are pleased to receive support for this financing from both existing shareholders and important new investors. This additional capital strengthens our ability to advance and execute our Small Mine Strategy."
Additional details concerning the Offering
The Offering is expected to close on or about September 24, 2025. The Offering is not subject to any minimum aggregate subscription amount and may close in multiple tranches. Closing of the Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The Company anticipates that certain insiders of the Company, including officers and/or directors, may participate in the Offering and any such participation will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Participation by such insiders in the Offering will be exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.
Further, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation, the Company may pay finder's fees in connection with the Offering consisting of a cash fee of up to 7.0% of the gross proceeds received from the sale of Units sold to purchasers introduced to the Company by the finder.
All the securities issuable pursuant to the Offering will be subject to a hold period expiring four months and one day after the date of issuance.
All dollar amounts referred to in this press release are expressed in Canadian dollars.
The offer and sale of the securities offered in the Offering has not been and will not be registered under the US Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which the offer, sale or solicitation would be unlawful.
About Compass Gold Corp.
Compass, a public company incorporated into 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 four sites in southern Mali with a combined land holding of 1,173 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 Instrument 43-101 Technical Report on the Sikasso Property, Southern Mali."
Qualified Person
This news release has been reviewed and approved by EurGeol. Dr. Sandy Archibald, P.Geo., Compass's Technical Director, who is the Qualified Person for the technical information in this news release under National Instrument 43-101 standards.
Forward‐Looking Information
This news release contains "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the Company's proposed Offering, including the anticipated Closing of the Offering and the use of proceeds of the Offering. Readers are cautioned not to place undue reliance on forward‐looking information. Actual results and developments may differ materially 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 | |
| Larry Phillips - Pres. & CEO | Greg Taylor - Dir. Investor Relations & Corporate Communications |
| lphillips@compassgoldcorp.com | gtaylor@compassgoldcorp.com |
| T: +1 416-596-0996 X 302 | T: +1 416-596-0996 X 301 |
Website: www.compassgoldcorp.com
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Not for distribution to United States newswire services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266564
