Compass Gold Closes C$1.7 Million Equity Private Placement
August 22 2012 - 8:53AM
PR Newswire (Canada)
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES VANCOUVER, Aug. 23, 2012 /CNW/ -
Compass Gold Corporation , which is focused on gold exploration in
Mali, today announced the completion of the equity private
placement previously disclosed on July 20, 2012. The offering
raised gross proceeds of C$1,710,121.44 through the issue of
28,502,024 units at a price of C$0.06 per unit. Compass will apply
the net proceeds of the offering to exploration work, particularly
for assay and related costs of the recently completed drill program
at the Solona Target on the Yanfolila property, and also for
general working capital purposes. The company now expects to
release further results from the exploration program in coming
weeks. "Compass is pleased to have completed this private placement
in the current difficult capital markets environment," said James
Henderson, Chairman, President, and Chief Executive Officer. "We
are also delighted by the addition of new shareholders. These
include Australian, British, and Canadian investors, including
Toronto, Ontario-based Front Street Capital, a leading resource
funds management group," Mr. Henderson added. Each unit of the
offering consists of one common share and one half of one
transferable common share purchase warrant of Compass. Each common
share purchase warrant will entitle the holder to acquire one
additional common share of the company at a price of $0.10 per
common share at any time prior to 5:00 p.m. (Vancouver time) on
August 23, 2014 subject to the company's right to accelerate the
exercise of the warrants if the daily volume weighted average
trading price of the common shares of Compass on the TSX Venture
Exchange is equal to or exceeds $0.20 per common share for a period
of 10 consecutive trading days during the term of the warrant,
commencing December 24, 2012. Certain directors and officers of the
company purchased an aggregate of 2,483,332 units under the
offering. Accordingly, the offering is considered to be a
"related-party transaction" under Canadian securities laws. Compass
did not file a material change report more than 21 days before the
expected closing of the offering. The details of the offering and
the participation by related parties of the company were not
settled until shortly prior to closing and Compass wished to close
the financing on an expedited basis. In connection with the
offering, Compass paid cash commissions to eligible finders,
totalling C$81,384. The company issued to such finders a total of
1,356,392 non-transferable compensation options. Each compensation
option entitles the holder to subscribe for one unit at a price of
C$0.06 per unit at any time prior to 5.00 p.m. (Vancouver time) on
August 23, 2014. 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 included will be
non-transferable. All securities issued or issuable under the
offering are subject to a four-month hold period expiring on
December 24, 2012, in addition to such other restrictions as may
apply under applicable securities laws in jurisdictions outside of
Canada. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the company's securities in
the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the 1933 Act), or any state securities laws and may not be
offered or sold within the United States or to U.S. persons unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration is available. Appointment of
FronTier Consulting The company also announced that it has retained
FronTier Consulting Ltd (FronTier) from September 1, 2012 to
provide additional investor relations services in North America.
"With a diverse shareholder base, Compass has been making progress
in developing its profile globally," said Mr James Henderson. "We
believe it is appropriate to use the expertise of FronTier to
provide some focus on growing our North American investor base and
expect FronTier will be a valuable partner." Under the terms of the
engagement agreement, Compass will pay FronTier a monthly fee of
C$4,500 plus disbursements for an initial six-month period (initial
term). Following the initial term, the retainer will reduce to
C$3,500 per month on a month-to-month basis. The engagement
agreement with Frontier is subject to regulatory approval.
''FronTier's staff across Canada and the U.S. are excited to work
with James and the entire Compass team. They have exceptional
finance, exploration, and management abilities, which we are proud
to now be a part of," said Ari Todd, Chief Executive Officer of
FronTier Consulting Ltd. About Compass Gold Corporation Compass
Gold Corporation, a Tier 2 mining issuer listed on the TSX Venture
Exchange, is focused on gold exploration in Mali, Africa's
third-largest producer of gold. Compass, through its wholly owned
subsidiary, Africa Mining SARL, owns a 100% interest in four gold
exploration permits (Yanfolila, Dandoko, Kolondieba, and
Solabougouda) as well as holding applications over a further four
areas, Mousala, Sirakourou, Yanfolila East, and Kolondieba Nord)
covering an aggregate of 1,138 sq kms in key gold-producing regions
in south west Mali, West Africa. Further information is available
at www.compassgoldcorp.com. About FronTier FronTier represents some
18 TSX companies on an ongoing basis in a merchant capital model.
They are primarily looking for undervalued situations in potential
clients. With offices in Toronto, Montreal, Calgary, Vancouver, and
Connecticut, FronTier has the only national road show network that
conducts in-person meetings with funds, retail groups, high net
worth individuals, and principals of capital firms. Following
this entrepreneurial business model, over the last three years, the
principals of FronTier have invested over $10 million of their own
capital into its issuer clients. Ari Todd is the Founder and Chief
Executive Officer and, as principal, spearheads the development of
market awareness program for the clients of FronTier by creating
true appreciation for the company's assets including its management
team and its resources/technology base. Forward-Looking Information
This news release may include "forward-looking statements"
including forecasts, estimates, expectations, and objectives for
future operations that are subject to a number of assumptions,
risks, and uncertainties, many of which are beyond the control of
Compass Gold Corporation. Statements regarding future fund raising
and capital expenditures are subject to all of the risks and
uncertainties normally incident with the raising of capital
including, but are not limited to, financing risks, inflation and
costs of goods and services. 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. Compass Gold
Corporation does not assume the obligation to update any
forward-looking statement, except as required by applicable law.
Neither the TSX Venture Exchange nor its regulation services
provider accepts responsibility for the adequacy or accuracy of
this news release. COMPASS GOLD CORPORATION "James Henderson" James
Henderson, President Compass Gold Corporation CONTACT: James
HendersonPresidentCompass Gold CorporationEmail:
info@compassgoldcorp.comwww.compassgoldcorp.com+1 (604)
638-8067Investor and Media RelationsRichard W. WertheimWertheim +
Company Inc.Email: wertheim@wertheim.ca+1 (416) 594-1600+1 (416)
518-8479 (cell)
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