CVB Compass Gold Corporation

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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