Compass Gold Corporation
TSX VENTURE : CVB

Compass Gold Corporation

May 04, 2017 15:19 ET

Compass Gold Corporation Closes Non-Brokered Private Placement for $500,000

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 4, 2017) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Compass Gold Corporation (TSX VENTURE:CVB) (the "Company") is pleased to report that it has closed its previously announced non-brokered private placement.

The Company issued a total of 10,000,000 units at a price of $0.05 per unit ("Units") for total gross proceeds of $500,000. Each Unit is comprised of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.07 per share until May 4, 2018 (increased from the proposed exercise price of $0.06 per share shown in the Company's news release of February 17, 2017).

As compensation, qualified persons acting as finders in connection with the private placement ("Finders") received a cash commission of 7% of the proceeds raised or compensation options exercisable for units of the Company, each unit comprising one common share of the Company and one non-transferable warrant entitling the holder to purchase one additional common share of the Company at a price of $0.07 per share until May 4, 2018. The Company paid a total of $21,000 in cash and issued 420,000 compensation options in connection with the closing of the private placement.

All securities issued or issuable under the private placement will be subject to a four month and a day hold period in Canada expiring on September 5, 2017, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The private placement included the following subscriptions from "related parties" of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"): James Gilbert Henderson (the Company's Chairman and a director) acquired, indirectly through JH & KM Pty Ltd, 300,000 Units, and Laura Iacusso (the Company's CFO) acquired, indirectly through Portafortuna Pty Ltd, 100,000 Units. The issuance of Units to these parties did not result in a material change in the percentage of securities of the Company held by these parties. The participation of these parties in the private placement was exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.

The Company also announces that it proposes to settle $100,000 in outstanding debt by issuing 1,904,761 units, each being comprised of one common share of the Company and one transferable common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.07 per share for a period of 12 months from the closing of the debt settlement.

ON BEHALF OF THE BOARD OF COMPASS GOLD CORPORATION

James Henderson, Chairman

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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