Compass Gold Announces Private Placement

Compass Gold Corp. (TSX-V: CVB) (“Compass” or the “Company”) announced today that it intends to issue, on a non-brokered private placement basis, up to 15,000,000 common shares of the Company, at a price of $0.20 per share, for aggregate gross proceeds of up to $3.0 million (the “Offering”).

The proceeds of the Offering will be used to further advance the Company’s ongoing exploration efforts at its Sikasso Property in southern Mali (see Compass news releases dated March 1st, March 16th May 18th and July 6, 2021), as well as for general corporate purposes.

Larry Phillips, Compass President and CEO, said, “We are excited to follow up on our discovery of not one but two promising large, shallow gold targets along the Tarabala Trend. Both targets, Massala West and Tarabala, have returned compelling grades and widths that merit deeper drilling. Our team in Mali has made preparations for a new, aggressive exploration program running through the rainy season, including a planned 10,000m of air-core, reverse circulation and diamond core drilling aimed to confirm whether the mineralization at these targets has sufficient size and grade continuity to warrant resource definition drilling.”

Certain insiders of the Company may participate in the Offering. Further, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation, the Company may pay a finder’s fee to certain registered dealers in connection with the Offering comprised of: (i) a cash fee equal to 6.0% of the gross proceeds received from the sale of common shares sold to purchasers introduced to the Company by the finder, and (ii) warrants exercisable for a period of two years following the closing of the Offering to acquire that number of common shares of the Company, at a purchase price of $0.20 per share, equal to 6% of the number of common shares sold to purchasers introduced to the Company by the finder.

All the shares issuable pursuant to the Offering will be subject to a hold period expiring four months and one day after the date of issuance.

The securities offered pursuant to the Offering have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

It is anticipated that the closing of the Offering will occur on or prior to July 31. Closing of this Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Participation by insiders in the Offering will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of the exemptions contained in Sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.

About Compass Gold Corp.

Compass, a public company having been incorporated into Ontario, is a Tier 2 issuer on the TSX- V. Through the 2017 acquisition of MGE and Malian subsidiaries, Compass holds gold exploration permits located in Mali that comprise the Sikasso Property. The exploration permits are located in three sites in southern Mali with a combined land holding of 867 sq. km. The Sikasso Property is located in the same region as several multi-million-ounce gold projects, including Morila, Syama, Kalana and Komana. The Company’s Mali-based technical team, led in the field by Dr. Madani Diallo and under the supervision of Dr. Sandy Archibald, P.Geo, is conducting the current exploration program. They are examining numerous anomalies first noted in Dr. Archibald’s August 2017 “National Instrument 43-101 Technical Report on the Sikasso Property, Southern Mali.”

Forward‐Looking InformationThis news release contains "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the completion of the Offering and the Company’s proposed use of proceeds and planned exploration work. Readers are cautioned not to place undue reliance on forward‐looking information. Actual results and developments may differ materially from those contemplated by such information. The statements in this news release are made as of the date hereof. The Company undertakes no obligation to update forward‐looking information except as required by applicable law.

For further information please contact:  

Compass Gold Corporation	Compass Gold Corporation
Larry Phillips – Pres. & CEO	Greg Taylor – Dir. Investor Relations & Corporate Communications
[e-mail]	[e-mail]
T: [phone] X 302	T: [phone] X 301

Website: www.compassgoldcorp.com

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 RELEASE.