TSX-V:CVB Volume : 2516 Change : -0.005 Last : 0.075 Day High : 0.075 Day Lo: 0.075 Date : 5/18/2012
Compass Gold Corporation Undertakes C$3,500,000 Private Placement
Vancouver, British Columbia, November 7, 2011 - Compass Gold Corporation (TSXV: CVB) (the "Company") announces its intention to carry out a private placement of up to 35,000,000 units at a price of C$0.10 per unit for gross proceeds to the Company of up to C$3,500,000 (the "Offering"). Each unit will consist of one common share and one transferable common share purchase warrant of the Company. Each common share purchase warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.15 per common share at any time prior to 5:00 p.m. (Vancouver time) on the date that is 18 months following the closing of the Offering.
In connection with the Offering, Argonaut Securities Pty. Limited (an Australian broker headquartered in Perth) ("Argonaut") has entered into an engagement agreement with the Company pursuant to which Argonaut has agreed to place up to 25,000,000 of the units on a reasonable endeavours basis. The balance of the up to 10,000,000 units under the Offering will be placed by the Company (using its reasonable efforts) on a non-brokered basis.
In connection with the Offering, the Company will pay a cash commission to eligible finders, including Argonaut, equal to 7% of the aggregate gross proceeds raised by the finders under the Offering and issue to such finders non-transferable compensation options entitling the holder to subscribe for the number of units that is equal to 7% of the aggregate number of units issued to subscribers introduced by such finders, at an exercise price equal to the Offering price ($0.10) for a period of 24 months from the closing date of the Offering. The units issuable on exercise of the compensation options shall have the same terms as the units issued under the Offering, except that the warrants comprising the units will be non-transferable.
The net proceeds of the Offering will be applied to exploration work on the four gold exploration permits noted below in which the Company holds an interest through its 51% ownership interest in Africa Mining SARL ("Africa Mining"), and for general working capital purposes.
All securities issued under the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws in jurisdictions outside of Canada.
Closing of this Offering is expected to occur on or about November 25, 2011 and is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange (the "Exchange").
About Compass Gold Corporation
Compass Gold Corporation is a Tier 2 mining issuer listed on the TSX Venture Exchange and focused on gold exploration in Mali, Africa's 3rd largest producer of gold. Compass has acquired a 51% interest in Africa Mining, which owns four gold exploration permits (Yanfolila, Dandoko, Kolondieba and Solabougouda) as well as an authorization to explore, Mousala, covering a total of 888 sq km's in key gold producing regions in south west Mali, West Africa. Further information is available at www.compassgoldcorp.com.
COMPASS GOLD CORPORATION
"James Henderson"
James Henderson, President
For further information please contact:
info@compassgoldcorp.com
Tel: 1-604-638-8067
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This press release includes "forward-looking statements" including forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Compass Gold Corporation. Statements regarding expectations and interpretation of drilling results at Yanfolia’s Solona target being associated with gold mineralization are subject to all of the risks and uncertainties normally incident with undertaking mineral exploration in Africa, including technical, operational and environmental risks associated with gold exploration including but not limited to completion of final sampling results and the accuracy of the technical evaluation of such results which cannot be relied upon until final verified independent results are reviewed by Compass. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Compass Gold Corporation does not assume the obligation to update any forward-looking statement, except as required by applicable law.