Compass Gold Corporation
TSX VENTURE : CVB

Compass Gold Corporation

November 07, 2011 13:13 ET

Compass Gold Corporation Undertakes C$3,500,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 7, 2011) - Compass Gold Corporation (TSX VENTURE: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 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, President

Statements in this press release relating to the completion of the Offering may be "forward-looking statements" or "forward-looking information" under applicable securities laws. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include market prices; availability of capital and financing; general economic, market or business conditions; receipt of and timeliness of government or regulatory approvals; regulatory changes; and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

Neither the 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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