James Henderson

December 13, 2011 09:05 ET

James Henderson Files Early Warning Report

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 13, 2011) - Mr. James Henderson announces that he has acquired beneficial ownership and control of an additional (i) 1,132,000 common shares of Compass Gold Corporation (the "Company") through transactions on the TSX Venture Exchange at prices ranging from $0.08 to 0.115 per share and (ii) 15,000,000 common shares (the "Consideration Shares") and 5,000,000 share purchase warrants (the "Consideration Warrants") of the Company, representing an aggregate of 14.6% of the Company's issued and outstanding common shares on a non-diluted basis or 18.3% of the Company's issued and outstanding common shares on a partially-diluted basis assuming the exercise of the Consideration Warrants.

The Consideration Shares and Consideration Warrants were issued to Transocean Finance Pty Ltd., a private company controlled by Mr. Henderson, pursuant to the completion of the transaction involving the acquisition by the Company of the remaining 49% equity interest in Africa Mining SARL as disclosed in the Company's news release dated December 13, 2011. Each Consideration Warrant entitles the holder to acquire one common share of the Company at a price of $0.30 per share until December 13, 2015.

After giving effect to the acquisitions referred to above, Mr. Henderson beneficially owns and controls a total of (i) 20,481,486 common shares of the Company and (ii) warrants and stock options exercisable to purchase an aggregate of 7,452,962 common shares of the Company, which collectively represent 18.5% of the Company's issued and outstanding common shares on a non-diluted basis or 23.6% of the Company's issued and outstanding common shares calculated on a partially-diluted basis assuming the exercise of Mr. Henderson's share purchase warrants and stock options.

Mr. Henderson acquired the securities for investment purposes. He intends to evaluate his investment in the Company 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 the Company at (604) 638-8067.

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

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

  • Compass Gold Corporation
    Darren Devine
    Corporate Secretary
    (604) 638-8067