Compass Gold Announces Private Placement of Units for Gross Proceeds of Up To $5 Million

Compass Gold Corporation (TSXV: CVB,OTC:COGDF) ("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 the 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.

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 Instrument 43-101 Technical Report on the Sikasso Property, Southern Mali."

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 Offering; 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 such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation 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 business 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.

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/282575