EDITOR: | November 28th, 2013

Compass Receives Shareholder Approval to Dispose of Portfolio of Mali Gold Assets

| November 28, 2013 | No Comments
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November 28, 2013 (Source: Marketwired) — Compass Gold Corporation (TSX VENTURE:CVB) (“Compass” or the “Company“) announces that, at the annual and special meeting of shareholders of the Company held yesterday, the Company received the requisite approval of its shareholders for the transaction with Oklo Resources Limited (“Oklo“), a Australian Stock Exchange listed company, for Oklo to acquire 100% of the issued shares of Compass’ wholly-owned subsidiary Compass Gold (BVI) Mali Corp., which would constitute the sale of substantially all of the assets of the Company (the “Transaction“).

The Transaction is more fully described in news releases dated July 30, 2103 and September 12, 2013 and as described in the Company’s Information Circular dated October 28, 2013 (“Information Circular“), all available at www.sedar.com.

At the shareholder meeting, the resolution to authorize and approve the Transaction was required to be approved by at least 66 2/3% of the votes cast by shareholders entitled to vote (the “Special Resolution“). The Special Resolution was approved by 83.3% of the votes cast. In addition, pursuant to the policies of the TSX Venture Exchange (the “Exchange“), the Transaction resolution required approval by at least a simple majority (over 50%) of the votes cast by shareholders entitled to vote, excluding shares held by non-arm’s length parties to the Transaction (the “General Resolution“). The General Resolution was approved by 87.8% of the votes cast. An aggregate of 23,534,486 shares held by non-arm’s length parties were excluded from the General Resolution.

The Board of Compass would like to express its gratitude to the shareholders for their patience and understanding during a difficult period for small gold explorers. The Board believes that Oklo will benefit from the higher profile enjoyed on the ASX for Malian gold explorers as evidenced by Oklo’s ability to raise capital for this Transaction above the equivalent current share price of Compass (relative to the Transaction terms).

Oklo is holding its shareholders meeting relating to the Transaction on November 29, 2013.

Subject to receipt of the Exchange’s final approval to the Transaction, Oklo shareholder approval, satisfaction of other conditions precedent and completion and delivery of closing documentation pursuant to the terms of the share sale agreement dated September 12, 2013, the Company and Oklo anticipate closing the Transaction on or about December 11, 2013. On completion of the Transaction, Compass will have disposed of its portfolio of gold assets in Mali.

Within 14 days of the completion of the Transaction, Compass expects to undertake a return of capital to the Company’s shareholders on the basis of five (5) Oklo shares for every one (1) Compass share held (the “Distribution“) (as described more fully in the Information Circular), subject to applicable regulatory requirements and approvals. Full details of the Distribution will be separately provided to Compass shareholders.

Subsequent to the Distribution, Compass will be a shell company and it is expected that Compass will be suspended from trading on the TSXV and will be moved to the NEX board of the TSXV.

About Compass Gold

Compass Gold Corporation, a Tier 2 mining issuer listed on the TSXV, 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 six gold exploration permits (Yanfolila, Dandoko, Moussala, Kolondieba, Solabougouda and Sirakourou), covering an aggregate of 1,138 sq kms in key gold-producing regions in southwest Mali, West Africa. Further information is available at www.compassgoldcorp.com.

COMPASS GOLD CORPORATION

Ian Spence, President and CEO

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 NEWS RELEASE.

Forward-Looking Information

This news release may include “forward-looking statements” or “forward-looking information” as defined in applicable Canadian securities laws. Forward-looking statements include, but are not limited to, the timing of the completion of the Transaction, regulatory approval, approval by Oklo’s shareholders, and timing of the proposed Distribution, many of which are beyond the control of Compass. Forward-looking statements are based on a number of factors or assumptions including, but not limited to, obtaining regulatory and shareholder approvals on a timely basis, the parties being able to meet the conditions precedent to complete the Transaction and Compass being able to complete the Distribution on a timely basis. Forward-looking statements are subject to various known and unknown risks and uncertainties, including, but not limited to: the risk that the Transaction will not be approved by the shareholders of Oklo or regulatory authorities; risks related to the Transaction not being completed in the event that the conditions precedent are not satisfied; unanticipated costs and expenses; delays in the Distribution; regulatory restrictions, including escrow or resale restrictions on the Consideration Shares; and other risks and uncertainties. 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. Additional risks and uncertainties about Compass’ business are more fully discussed in the Company’s disclosure materials, including its MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. Compass does not undertake any obligation to update any forward-looking statement, except as required by applicable law.


Raj Shah

Editor:

Raj Shah has professional experience working for over a half a dozen years at financial firms such as Merrill Lynch and First Allied Securities Inc., ... <Read more about Raj Shah>


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