Compass Gold Corporation announced that it has entered into a private placement of 600 convertible debenture units at a price of CAD 1,000 per unit for aggregate gross proceeds of CAD 600,000 on June 22, 2023. The transaction included participation from certain officers and/or directors and returning investors. The company also may issue up to an additional 150 Debenture units for further gross proceeds of up to CAD 150,000, bringing the total proceeds of the Offering to CAD 750,000.

Each debenture unit will comprise of one CAD 1,000 principal amount unsecured convertible debenture of the Company and 5,000 common share purchase warrants of the company. Each Warrant being exercisable to acquire one additional common share of the company at a price of CAD 0.10 for a period of 24 months following the closing date. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time prior to maturity, into common shares of the Company at a conversion price CAD 0.08 per common share during the 12-month period immediately following the Closing Date; and CAD 0.10 per common share thereafter.

The Convertible Debentures will mature 24 months from the Closing Date and will bear interest at a rate of 10% per annum, payable in cash or common shares, at the option of the Company. Interest will accrue and be paid in arrears on the Maturity Date. Any payment of interest pursuant to the issuance of common shares will be subject to the prior approval of the TSX Venture Exchange and the issue price per common share will be at the then applicable Market Price.

The closing of the Offering is subject to customary closing conditions and the receipt of all required regulatory approvals, including the approval of the TSX-V. All securities issued pursuant to the Offering will be subject to a statutory four-month hold period from their date of issuance. The transaction is expected to close on or about June 30, 2023.