VANCOUVER, Nov. 5, 2012 /CNW/ - Compass Gold Corporation (TSXV: CVB) today announced that shareholders approved all matters at the Annual General and Special Meeting (the AGM), including the special business set forth below relating to a potential listing of the company's common shares on the Australian Securities Exchange (the ASX).
Up to 3-for-1 Share Consolidation
Shareholders at the AGM on November 1, 2012 approved the consolidation of the company's outstanding common shares on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares, or such lesser number of pre-consolidation common shares that the directors in their discretion may determine. The directors will have the sole discretion to select the final consolidation ratio and to implement the consolidation at any time prior to May 1, 2013, subject to the approval of the TSX Venture Exchange.
The consolidation would be implemented to enable Compass to satisfy the ASX's listing requirement that securities issued under an Initial Public Offering on the ASX must be offered and sold at a price of A$0.20 or more.
Amendments to Articles
Shareholders approved, by special resolution, certain amendments to the articles of the Company to incorporate provisions required by the ASX for companies listed on the ASX.
Amendments to Stock Option Plan
In addition to ratifying and approving the company's existing 10% rolling stock option plan, shareholders approved various amendments to the stock option plan to make the plan consistent with applicable ASX requirements for stock options.
Further details of the above matters are contained in the company's information circular relating to the AGM dated September 25, 2012 and filed on SEDAR (www.sedar.com).
The shareholder approvals obtained at the AGM empower the directors to determine whether and when to implement the consolidation and the amendments to the articles and stock option plan.
The company is not presently proceeding to implement the consolidation and amendments to its articles and stock option plan. As a result, the company's existing 10% rolling stock option plan and articles remain in effect.
The company plans to provide an update relating to the ASX listing application process during the coming weeks.
The company does not make any representation regarding the ability of the company to meet the ASX listing requirements or the possible success of the application process, or that the company will in fact apply for a listing on the ASX.
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.
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. 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. Risks and uncertainties about Compass Gold's 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 Gold 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, President
SOURCE: Compass Gold Corporation
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