Compass to Dispose of Portfolio of Mali Gold Assets
(firmenpresse) - SYDNEY, AUSTRALIA -- (Marketwired) -- 09/12/13 -- Compass Gold Corporation (TSX VENTURE: CVB) -
Highlights
Compass Gold Corporation ("Compass" or the "Company") which is focused on gold exploration on six properties in Mali, Africa's third largest gold producer, is pleased to announce that it has entered into an agreement with Oklo Resources Limited ("Oklo"), a Australian Stock Exchange listed company, for Oklo to acquire 100% of the issued shares (the "Shares") of Compass' wholly-owned subsidiary Compass Gold (BVI) Mali Corp. ("Compass BVI Mali") which would constitute the sale of substantially all of the assets of the Company (the "Transaction").
Compass BVI Mali, through subsidiaries in Mali, owns 100% of the Company's gold projects which are the Yanfolila, Dandoko, Moussala, Kolondieba, Solabougouda and Sirakourou gold exploration permits located in Mali, West Africa. A description of these projects is provided in Appendix A.
Background
On July 30, 2013, Compass announced that it had entered into a non-binding letter of intent dated July 30, 2013 with Oklo in respect of the Transaction (the "Letter Agreement"). Mr. Henderson, the Chairman of the Company, is also Chairman of Oklo and consequently the Transaction with Oklo is a non-arm's length transaction under the policies of the TSX Venture Exchange (the "TSXV"). Consequently, the Company formed a special committee of independent directors (the "Independent Committee") to consider the Transaction and to advise the board of Compass (the "Board") whether the Transaction would be in the best interests of the Company and its shareholders and to approve, if appropriate, the terms of a definitive agreement in respect of the Transaction.
Following its review of the Transaction, the Independent Committee recommended to the Board, and the Board approved, the Transaction. The Company entered into a share sale agreement dated September 12, 2013 between the Company, Compass Gold (BVI) Holdings Corp., Compass BVI Mali and Oklo (the "Share Sale Agreement") to sell the Shares to Oklo.
Oklo (ASX: OKU) is listed on the Australian Stock Exchange ("ASX"). Oklo's primary assets are two gold projects located in the key gold producing region of Western Mali. These projects are located near established infrastructure close to the Mali-Senegal-Mauritania borders and north of the regional gold mining centre of Kayes. The projects are located within the important greenstone belt geology system and are in the same mineralized corridor that hosts the Sadiola (IamGold Corporation/AngloGold Ashanti), Loulo (Randgold Resources) and Yatela (IamGold Corporation/Anglogold Ashanti) mines.
Over the last few years, the Company has positioned itself as an emerging mineral exploration company in the highly prospective gold producing areas in South and Western Mali. The Company, through Compass BVI Mali, currently holds permits covering 1,138 square kilometers located within Mali's Birimian Greenstone Belt, believed to be one of the fastest growing gold production and exploration areas in the world. The core rationale for the Transaction is to effectively move the Company's assets to an ASX listing with a company that has complementary operations and assets and in doing so provide improved access to capital markets and achieve overall cost efficiencies.
As part of the Transaction, Compass proposes to undertake a return of capital to Compass shareholders in the form of Consideration Shares (as defined below) on the basis of 5 Consideration Shares for every 1 Company share held (the "Distribution"). On completion of the Distribution, Compass shareholders are expected to own approximately 61% to 54% of Oklo, based on the size of Oklo's private placement and other factors. Further details are set out below.
Transaction Terms
Conditions Precedent
The parties' obligations under the Share Sale Agreement are subject to the satisfaction of the usual conditions precedent to a transaction such as the Transaction, including:
The Share Sale Agreement also contains termination provisions in the event the conditions are not satisfied or waived by the parties. In particular:
Completion of the Transaction is subject to the above conditions precedent, including but not limited to TSXV acceptance. The Transaction cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Key Rationales for the Transaction
Finder's Fees
Oklo has advised that on successful completion of the Transaction, its corporate advisers will be paid a finder's fee in the form of fully paid shares in Oklo equal to 2% of Oklo's post-Transaction issued capital.
No finders' fees are payable by Compass.
Distribution
Compass expects to undertake the Distribution within 14 days of the completion of the Transaction, subject to applicable regulatory requirements and approvals. At a result of the Distribution, Compass shareholders will be issued Consideration Shares that should not be subject to any resale restrictions in Canada or Australia, other than any escrow imposed by ASX on certain related parties of Compass. The Consideration Shares will continue to trade on the ASX. 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.
General
The Transaction and the Share Sale Agreement were considered and approved by the Independent Committee, which, among other things, received an estimate valuation report and related fairness opinion from RWE Growth Partners Inc., a financial advisor engaged by the Independent Committee in connection with the Transaction. Full details of the Independent Committee's review and approval process and the fairness opinion will be contained in the information circular to be sent to shareholders of Compass for the special shareholder meeting to be called to approve the Transaction. The information circular is expected to be mailed to shareholders during October, 2013.
All scientific and technical information contained in this news release (including Appendix A) has been reviewed and approved by Malcolm A Carson, BSc Geo, MSc Nat Res. Mgt., MAIG, a director of Compass and a "qualified person" within the meaning of National Instrument 43-101.
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 .
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 and shareholder approvals, rationales for the Transaction, timing of the proposed Distribution, escrow and resale restrictions of the Consideration Shares and timing of mailing the information circular, 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 and the parties being able to meet the conditions precedent to complete the Transaction. 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 Compass or 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; 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 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.
Appendix A - Summary of Compass BVI Mali Assets
A successful completion of the Transaction will involve Compass disposing its entire portfolio of 6 Mali gold projects to Oklo. Details of the assets being disposed of are set out below:
To view the map accompanying this press release please click on the following link:
Dandoko Project - West Mali
Dandoko is located 30km east of the recently discovered Fekola deposit (Papillon Resources ASX: PIR) in West Mali's gold belt. The 134km2 project was originally selected for its favorable structural setting, prospective for large gold occurrences.
Dandoko is situated over major, highly prospective, known gold bearing NE-SW trending secondary structures, with E-W and NW-SE cross cutting shears. Multiple large gold-in-soil anomalies have been defined over 12 linear kilometers, over known prospective structures. 5 linear kilometers of recent (majority since September 2012) artisanal workings, currently producing substantial amounts of nuggets & free gold provide the basis for some outstanding drill ready targets in conjunction with structural & geochemical interpretations.
Moussala Project - West Mali
Moussala is located only 15km east of the Fekola deposit (Papillon Resources ASX: PIR). This recently granted tenement has known large NE-SW trending structures running through it, interpreted as secondary structures emanating from the main Mali-Senegal fault system. Recent mapping, geochemical sampling and identification of artisanal mining has identified gold mineralized zones requiring drill testing for the first time.
Yanfolila Project - South Mali
Yanfolila is attractively located by being adjacent to existing infrastructure, including sealed roads, hydroelectric power, water sources & telecommunications. The project is located 25km east of Goldfields' (JSE: GFI) Komana deposit and 30km and 35km north of the Kodieran (Pearl Gold AG FSE: 02P), Kalana (Avnel Gold Mining Ltd TSX: AVK) gold mines.
The 250km2 project is located over a highly prospective package of structurally controlled granite greenstone terrain composed of basement granites in contact with Birimian metasediments and metavolcanics. Several highly prospective major NE-SW trending structures with large coincident gold-in-soil anomalies are present through the project area.
Drilling of one of these major structures in 2012 at the Solona Main prospect (1 of several prospects identified) intersected high-grade gold mineralization in a large unusually deeply weathered (greater than 160m deep) gold system.
Kolondieba Project, South Mali
Located 70km west northwest of the Syama Gold Mine and 50km south of the Morila Mine the Kolondieba project is prospective for gold mineralization in a similar structural setting to Morila. Drilling to test identified gold in soil anomalies over major structures is planned.
Solabougouda & Sirakourou, South Mali
These projects are located on interpreted major NW-SE structures in south Mali. To date, little work has been done on the projects with Sirakourou only having been very recently granted.
Contacts:
Compass Gold Corporation
James Henderson
Chairman
+61 2 8823 3100
Compass Gold Corporation
Ian Spence
President & CEO
+61 2 8823 3100
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Datum: 12.09.2013 - 16:50 Uhr
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News-ID 296169
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