Mr. Larry Phillips reports

COMPASS ANNOUNCES FULLY SUBSCRIBED $600,000 CONVERTIBLE DEBENTURE OFFERING

Compass Gold Corp. intends to issue, on a non-brokered private placement basis, 600 convertible debenture units of the company at a price of $1,000 per debenture unit, for aggregate gross proceeds of $600,000. The offering is fully subscribed and is expected to close on or about June 30, 2023.

The proceeds of the offering will be principally used to finance the delineation of the mineralized zone identified at Tarabala, located on the company's Sikasso property in southern Mali. This is the first phase of the previously reported proposed establishment and development of a small gold mining operation on high-grade near-surface gold mineralization at the Tarabala trend.

The company currently has commitments from existing shareholders to purchase 600 debenture units. At the discretion of the company, up to an additional 150 debenture units may be issued by the company for further gross proceeds of up to $150,000, bringing the total proceeds of the offering to $750,000.

Compass chief executive officer Larry Phillips said: "It has been extremely gratifying to have so many shareholders participate in this offering and express their support for the Tarabala project and our demonstrated potential to develop one or more small, near-surface mines which could generate ongoing revenue to fund the exploration work required to develop a far larger, open-pittable gold resource. We have already begun the trenching work needed to properly delineate the near-surface gold mineralization, which we intend to complete before the rainy season begins in the coming weeks."

Summary of the offering

Each debenture unit to be issued pursuant to the offering will comprise (i) one $1,000 principal amount unsecured convertible debenture of the company; and (ii) 5,000 common share purchase warrants of the company, with each warrant being exercisable to acquire one additional common share of the company at a price of 10 cents 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 of (i) eight cents per common share during the 12-month period immediately following the closing date; and (ii) 10 cents 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 cent 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 (as such term is defined in the applicable policies of the TSX-V).

If at any time prior to the maturity date the closing price of the common shares of the company on the TSX-V is greater than 20 cents per common share for the preceding 20 consecutive trading days, the company shall have the option to convert the principal amount of the convertible debentures then outstanding into common shares at the then applicable conversion price.

Subject to the terms of the convertible debentures, within 30 days following a change of control of the company prior to the maturity date, the company shall offer to purchase the convertible debentures at a purchase price equal to 100 per cent of the principal amount of the convertible debentures then outstanding, together with all accrued and unpaid interest thereon.

The convertible debentures will include covenants and events of default that are typical for a transaction of the nature of the offering. Among other covenants, so long as the convertible debentures are outstanding, the company will not be permitted to (i) declare or pay any dividend or other distribution, in cash, to the holders of its issued and outstanding common shares; (ii) incur any secured debt ranking senior to the convertible debentures, other than secured debt incurred by the company in connection with the Tarabala project; or (iii) use any finances generated from the operations of the Tarabala project for the purpose of conducting further exploration activities in respect of the mineral properties of the company, such that any further exploration will only be conducted using funds raised through the issuance of new equity of the company for such purpose.

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 company anticipates that certain officers and/or directors of the company may participate in the offering. Participation by insiders in the offering will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) by virtue of the exemptions contained in sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.

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.

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