Compass Gold Corporation

TSX VENTURE : CVB


Compass Gold Corporation

December 23, 2013 12:44 ET

Details of Distribution to Shareholders

SYDNEY, AUSTRALIA--(Marketwired - Dec. 23, 2013) - Compass Gold Corporation (TSX VENTURE:CVB) ("Compass" or the "Company") announces that it in the process of completing a distribution (return of capital) to shareholders, on the basis of five (5) fully paid ordinary shares in Oklo Resources Limited (ASX:OKU) ("Oklo") Shares for every one (1) Compass share held (the "Distribution").

The Distribution arises from the transaction whereby the Company sold substantially all of its assets to Oklo, which as finalised on December 11, 2013 (the "Transaction").

The Transaction is described in news releases by Compass dated July 30, 2013, September 12, 2013, November 28, 2013 and December 11, 2013 and as more fully described in the Company's Information Circular dated October 28, 2013 ("Information Circular"), all available under the Company's profile at www.sedar.com.

The Distribution is occurring the Distribution is occurring in two stages

(i) Stage 1 - on December 23, 2013 to registered shareholders whose interests are reflected directly in the Company share register; and
(ii) Stage 2 - on or about January 2, 2014 to the Company's shareholders whose interests are reflected through CDS & Co, CEDE & Co or West Canada Depository Trust Company, following the due bill redemption date on December 30, 2013.

The two-stage approach has resulted from the "due bills" process implemented by the TSX Venture Exchange (the "Exchange") and specifically the ex-distribution date of December 24, 2013. The "due bills" process and requirement is more fully set out in and Exchange Bulletin dated December 12, 2013.

As a result of the two-stage distribution process, Compass and Oklo have agreed to vary the Share Sale Agreement between the parties dated September 12, 2013 (as more fully described in the Information Circular) to extend the time required for the Distribution to occur by a further 14 days to January 8, 2013. The Company undertakes to complete the Stage 2 distribution as soon as practical following the provision of shareholder information from CDS & Co, CEDE & Co or West Canada Depository Trust Company on December 31, 2013.

Subsequent to the Distribution, Compass will be a shell company and it is expected that Compass will be suspended from trading on the TSXV and will trade on the NEX board of the TSXV.

COMPASS GOLD CORPORATION

Ian Spence, President and CEO

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 NEWS RELEASE.

Forward-Looking Information

This news release may include "forward-looking statements" or "forward-looking information" as defined in applicable Canadian securities laws. Forward-looking statements include, but are not limited to, the timing of the completion of the Distribution which is beyond the control of Compass. Forward-looking statements are based on a number of factors or assumptions including, but not limited to, obtaining regulatory approvals on a timely basis and Compass being able to complete the Distribution on a timely basis. Forward-looking statements are subject to various known and unknown risks and uncertainties, including, but not limited to: the risk of unanticipated costs and expenses; delays in the Distribution; regulatory restrictions, including escrow or resale restrictions on the Consideration Shares; and other risks and uncertainties. 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. Additional risks and uncertainties about Compass' business are more fully discussed in the Company's disclosure materials, including its MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. Compass does not undertake any obligation to update any forward-looking statement, except as required by applicable law.

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