James Henderson

July 13, 2011 20:24 ET

James Henderson Files Early Warning Report

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 13, 2011) - Mr. James Henderson announces that he has acquired beneficial ownership and control of 1,249,247 units (the "Units") of Compass Gold Corporation ("Compass") in connection with the exercise by Compass of its option to acquire an additional 31% interest in Africa Mining SARL (for a total 51% interest), which transaction is disclosed in Compass's news release dated July 12, 2011 (the "AM Option Exercise").

Each Unit consists of one common share of Compass and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one common share of Compass at a price of $0.20 until July 11, 2013, subject to Compass's right to accelerate the exercise of the Warrants to a 30 day period in the event that the closing price of Compass's common shares on the TSX Venture Exchange is $0.30 or more for 10 consecutive trading days.

The 1,249,247 common shares and 624,623 Warrants comprising the Units acquired by Mr. Henderson represent 2.7% of Compass's issued and outstanding common shares on a non-diluted basis or 4.0% of Compass's issued and outstanding common shares calculated on a partially-diluted basis assuming the exercise of the Warrants.

After giving effect to the acquisition referred to above, Mr. Henderson beneficially owns and controls a total of 4,249,668 common shares of Compass, 624,623 Warrants, and other warrants and stock options exercisable to purchase an aggregate of 1,828,339 common shares of Compass, which collectively represent 9.3% of Compass's issued and outstanding common shares on a non-diluted basis or 13.9% of Compass's issued and outstanding common shares calculated on a partially-diluted basis assuming the exercise of the Warrants and other share purchase warrants and stock options beneficially owned and controlled by Mr. Henderson.

The Units were acquired by Mr. Henderson in a private transaction in connection with the AM Option Exercise. Mr. Henderson acquired the Units for investment purposes. He intends to evaluate his investment in Compass and to increase or decrease his beneficial shareholdings from time to time as he may determine appropriate for investment purposes.

A copy of the early warning report being filed by James Henderson may be obtained by contacting Darren Devine, the Corporate Secretary of Compass at (604) 638-8067.

Neither 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.

Contact Information

  • James Henderson
    Level 5, 56 Pitt Street
    Sydney, NSW 2000
    Australia