Toronto, Ontario--(Newsfile Corp. - May 21, 2025) - Compass Gold Corp. (TSXV: CVB) ("Compass" or the "Company") announced today that it intends to extend the expiry date of an aggregate of 7,298,668 common share purchase warrants (the "Warrants") to December 31, 2025 (the "Warrant Extension"). All other terms of the Warrants, including the exercise price, will remain unchanged.
The Warrants were originally issued pursuant to a private placement of units, each unit comprised of one common share and one Warrant, that closed on June 3, 2022. Prior to the Warrant Extension, the Warrants were set to expire on June 2, 2025. Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.30.
Compass CEO, Larry Phillips, said, "We are implementing this warrant extension after what has become a two-year suspension of the Malian mining code, which has caused a deferral of the majority of the activities that were planned over the course of the original warrant term."
An aggregate of 1,233,334 Warrants are held by insiders of the Company. The extension of the Warrants, therefore, constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Warrants subject to the Warrant Extension does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
The Warrant Extension remains subject to final acceptance by the TSX Venture Exchange.
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 1,173 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 Information
This news release contains "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the Company's planned exploration work and management appointments. 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 |
| lphillips@compassgoldcorp.com | gtaylor@compassgoldcorp.com |
| T: +1 416-596-0996 X 302 | T: +1 416-596-0996 X 301 |
Website: www.compassgoldcorp.com
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