Compass Gold closes $5.39-million private placement

Mr. Larry Phillips reports COMPASS GOLD CLOSES PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $5,398,330 Compass Gold Corp. has issued and sold 28,412,264 units of the company, at a price of 19 cents per unit, for aggregate gross proceeds of approximately $5,398,330, pursuant to its previously announced private placement. (See Compass Gold announcement dated Feb. 3, 2026.) Canaccord Genuity Corp. acted as sole agent and bookrunner in connection with the offering. Compass Gold chief executive officer Larry Phillips said: "The proceeds of this successful offering will be put to use immediately to accelerate our small mine strategy and to enhance and complete our first development at Massala following issuance of the small mine permit. In response to the strong demand for this offering, our board of directors agreed to increase the original target of $5-million. We appreciate the work of the Canaccord Genuity team to introduce Compass Gold to a broad new network of investors, and we look forward to working with them in the coming months." Each unit issued pursuant to the offering consisted of one common share of the company and one common share purchase warrant. Each warrant is exercisable by the holder thereof to purchase one common share of the company at a price of 25 cents at any time on or before Feb. 12, 2029. The net proceeds from the sale of units will be used for the evaluation and establishment of a gold processing facility at the company's Massala prospect, drilling, completion of a metallurgical study, bulk sampling, and general corporate and working capital purposes as set out in the offering document (as defined below). In accordance with National Instrument 45-106 (Prospectus Exemptions), the units were issued to purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, subject to the exemptions thereto in Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The common shares and warrants comprising the units, and the common shares underlying the warrants, are not subject to a hold period pursuant to applicable Canadian securities laws. For its services in connection with the offering, the agent was paid a cash commission equal to 6.0 per cent of the gross proceeds of the offering, which was reduced to 2.0 per cent for units sold to purchasers on the president's list, and issued an aggregate of 1,225,020 non-transferable broker warrants of the company. Each broker warrant is exercisable by the agent to purchase one common share of the company at a price of 19 cents at any time on or before Feb. 12, 2028. The broker warrants, and the common shares underlying the broker warrants, are subject to a hold period expiring four months and one day after the date of issuance of the broker warrants. The offering document related to the offering can be accessed under the company's profile on SEDAR+ and on the company's website. Insiders of the company purchased an aggregate of 636,842 units under the offering for total consideration of approximately $121,000. Such participation is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Participation by insiders in the offering was exempt from: (i) the valuation requirements of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101 as the company is listed only on the TSX Venture Exchange; and (ii) the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101 as at the time the offering was agreed to, neither the fair market value of the subject matter, nor the fair market value of the consideration for, the offering, insofar as it involved interested parties, exceeded 25 per cent of the market capitalization of the company. The company did not file a material change report related to the insider participation under the offering more than 21 days before closing. This was considered reasonable and necessary in the circumstances, as the details of the offering (including insider participation) were only recently finalized and the company desired to complete the offering in an expeditious manner. The offering remains subject to final acceptance by the TSX Venture Exchange. About Compass Gold Corp. Compass Gold, a public company incorporated in Ontario, is a Tier 2 issuer on the TSX Venture Exchange. Through the 2017 acquisition of MGE and the Malian subsidiaries, Compass Gold 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 landholding of approximately 900 square kilometres. The Sikasso property is located in the same region as several multimillion-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, PGeo, is conducting the current exploration program. They are examining numerous anomalies first noted in Dr. Archibald's August, 2017, "NI 43-101 Technical Report on the Sikasso Property, Republic of Mali." We seek Safe Harbor.