Compass Gold Closes $700,000 Private Placement

Investor Demand Increases Previously Announced Proceeds by $100,000

Compass Gold Corporation (TSXV: CVB,OTC:COGDF) ("Compass" or the "Company") announced today that it has issued, on a non-brokered private placement basis, 4,666,667 units of the Company ("Units"), at a price of $0.15 per Unit, for aggregate gross proceeds of $700,000 (the "Offering"). Each Unit consisted 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. As a result of investor demand, the final gross proceeds of the Offering exceeded the Company's previously announced Unit purchase commitments by $100,000. (See Compass news release dated September 16, 2025.)

The proceeds of the Offering 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.

Additional details concerning the Offering

In connection with the Offering, and subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation, the Company paid finder's fees equal to 7.0% of the gross proceeds received from the sale of certain Units. In aggregate, the Company paid $4,200 in cash, and issued 121,333 Common Shares (at a deemed value of $0.15 per Common Share) as finder's fees pursuant to the Offering.

Insiders of the Company purchased an aggregate of 273,335 Units under the Offering for total consideration of $41,000. Such participation is 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 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, nor the fair market value of the consideration for, the Offering, insofar as it involved interested parties, exceeded 25% of the market capitalization of the Company.

The Company did not file a material change report related to the insider participation under the Offering more than 21 days before closing. This was considered reasonable and necessary in the circumstances, as the details of the Offering (including insider participation) were only recently finalized and the Company desired to complete the Offering in an expeditious manner.

All the securities issuable pursuant to the Offering are subject to a hold period expiring four months and one day after the date of issuance. The Offering remains subject to final acceptance by the TSX Venture Exchange.

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 have 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 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 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 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

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.

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/267833

News Provided by Newsfile via QuoteMedia

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