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News Article | July 13, 2017
Site: www.marketwired.com

VANCOUVER, BRITISH COLUMBIA and SYDNEY, AUSTRALIA--(Marketwired - July 13, 2017) - Compass Gold Corp. (NEX:CVB.H) ("Compass" or the "Company") and Mali Gold Exploration Pty Ltd ("MGE") are pleased to announce that they have entered into a binding letter of intent (the "Letter Agreement") dated July 13, 2017 (as signed by the two companies and MGE's principal shareholders), setting out the terms and conditions for Compass to acquire all of the issued and outstanding shares of MGE (the "MGE Shares") in exchange for the issuance of Post‐Consolidation Shares (as defined below) of Compass to the shareholders of MGE. It is expected the acquisition of MGE (the "Acquisition") will constitute a Reactivation and a Reverse Takeover of Compass as such terms are defined in the policies of the TSX Venture Exchange ("TSXV" or the "Exchange"). Compass and MGE have common directors and shareholders (as outlined further below) and therefore the Acquisition will not be an arm's length transaction under the policies of the TSXV. Consequently, the board of directors of the Company (the "Board") has formed a special committee of independent directors (the "Special Committee") to consider the Acquisition and advise 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 Acquisition ("Definitive Agreement"). Compass will be required to obtain shareholder approval for the Acquisition. Trading in the common shares of the Company is halted at present. It is expected that the Company's common shares will resume trading, subject to Exchange acceptance, among other things. The Acquisition is not an arm's‐length transaction as insiders of Compass are insiders of MGE and directly or indirectly own both MGE Shares and shares in Compass. In particular James Henderson and Madani Diallo are directors and shareholders of both Compass and MGE and Larry Phillips is a director of Compass and shareholder of both Compass and MGE. As part of the Acquisition, the Company will complete a 5:1 consolidation of its shares (each new share referred to herein as a "Post-Consolidation Share") and the Company will seek the required approvals to be continued into Ontario. Pursuant to the terms of the Letter Agreement, subject to satisfaction of certain conditions, Compass will acquire the all the MGE Shares from the MGE shareholders on a 0.6:1 basis, which would result in the issuance of an aggregate of 12,000,000 Post-Consolidation Shares based on the current number of outstanding MGE Shares. MGE currently has no other securities outstanding. Compass has also agreed to pay up to $50,000 in transaction costs incurred by MGE or MGE Shareholders in connection with the Acquisition. The Post-Consolidation Shares to be issued to the MGE shareholders under the Acquisition will be subject to any restrictions on resale, including escrow restrictions, imposed by applicable laws and the Exchange. The parties' obligations are subject to the satisfaction of the usual conditions precedent to a transaction such as the Acquisition, including: On the completion of the Acquisition, it is proposed that Malcom Carson and Lara Iacusso resign from the Board of Compass and Bill Pugliese and Joe Conway be appointed. It is also proposed that Larry Phillips will be appointed as President and Chief Executive Officer of Compass. Larry Phillips, Joe Conway and Bill Pugliese were the founders and members of the senior management team of IAMGold Corporation, an international gold mining, development and exploration company with operating mines across three continents, including in Mali and Burkina Faso, West Africa. Collectively this team directed international investments, joint ventures, government relationships and operations for IAMGold Corporation, growing the company from a $50 million joint venture company to a $6 billion leading intermediate gold producer, listed on the TSX and NYSE. With existing directors James Henderson and Madani Diallo, Compass will have a leading board and management team with substantial experience in finding and developing resources in Mali and West Africa. It is a condition to completion of the Acquisition that Compass completes a concurrent private placement of at least C$5,000,000 (up to a maximum of C$6,000,000). Compass expects to provide further information regarding this concurrent private placement if the Company enters into the Definitive Agreement. Completion of the Acquisition is subject to a number of conditions precedent, including but not limited to TSXV acceptance. The Acquisition cannot close until the required shareholder and Exchange approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. MGE is a private Australia company with gold exploration permits located Mali. MGE owns the Sikasso Project located in three sites in Southern Mali with a combined land holding of 1,129km2. The Sikasso Project is located in the same region as several other multi-million ounce gold projects in Mali. The Company expects to provide further information regarding MGE and the Sikasso Project if the Company enters into the Definitive Agreement. Compass is a public company organized under the laws of British Columbia. Compass is currently listed on the NEX board of the Exchange. ON BEHALF OF THE BOARDS This news release contains "forward‐looking information" within the meaning of applicable securities laws relating to the proposal to complete the Acquisition and associated transactions, including statements regarding the terms and conditions of such transactions. Readers are cautioned not to place undue reliance on forward‐looking information. Actual results and developments may differ materially from those contemplated by such information depending on, among other things, the risks that the parties will not proceed with the Acquisition and associated transactions, that the ultimate terms of the Acquisition and associated transactions will differ from those that currently are contemplated, and that the Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals from regulatory authorities). The statements in this news release are made as of the date hereof. The Company undertakes no obligation to update forward‐looking information except as required by applicable law. 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 release, and the TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction.


ROYAL NAVAL DOCKYARD, Bermuda & SAN DIEGO--(BUSINESS WIRE)--The 35th America’s Cup is the most technology-driven series in the event’s 166-year history. But it’s not just yacht performance and design that’s grabbing tech headlines – it’s also the digital experience from the fans’ and organizers’ perspective. San Diego-based Total Communicator Solutions, Inc. (TCS) is powering a new breed of behind-the-scenes magic, thanks to the company’s Spark Compass™ communications platform, which delivers personalized, mobile experiences and curated content to visitors across points of interest, including the America’s Cup Village, L.F. Wade International Airport and select Bermuda hotels. Leveraging an extensive network of geofences with proximity beacons strategically integrated in several locations on the Bermuda Islands, Spark Compass extends the America’s Cup Official App beyond bringing exciting, world-class, extreme sailing content to viewers. With Spark Compass, event organizers can enhance the fan experience even further through curated offers and content delivered at the right time and place, depending on where the user is located. In addition, the Spark Compass “Physical Web” powers connected experiences even without an app installed. For example, when arriving at L.F. Wade International Airport, or entering a race location, Spark Compass is able to deliver notifications and content without an app installed on late-model Android phones, as well as encourage users to download the America’s Cup Official App for an even deeper fan engagement. “Spark Compass is all about bridging the physical with the digital worlds,” said Erik Bjontegard, president and CEO of TCS. “We’re able to benefit stakeholders on every side of the interaction. Organizers and businesses can market their goods and services to people who want them, and users can take advantage of special offers and content that interest them. We can transform existing apps – like the America’s Cup app – and make them contextually intelligent and more engaging, which in turn improves the user experience and boosts revenue.” Warren Jones, head of IT for the America’s Cup, said, “Adding this layer of contextual awareness allows us to heighten fan engagement and interactions to a brand new level. Spark Compass enables us to show off Bermuda’s beauty across the islands while ensuring exceptional fan experiences. We also appreciate the smooth integration we’ve had, working alongside the Spark Compass team.” Added Bjontegard, “We’re excited to see yet another successful use case of Spark Compass – one of the first sports deployments using physical beacons that trigger notifications without an app. The creative uses of Spark Compass are practically endless. The technology is already the brains behind delivering curated experiences in a wide range of industries.” About Spark Compass and Total Communicator Solutions, Inc. Total Communicator Solutions has developed a fully integrated, contextually intelligent mobile communications platform. The solution leverages real-data analytics with real-time actions and events based on collected data, combined with location, user and activity knowledge to deliver curated experiences on mobile devices. The company’s patented, contextually intelligent communications platform, Spark Compass, integrates proximity beacons, NFC, augmented reality, beacons and other sensors. With several installations, Spark Compass is used by enterprises such as airports, hospitals, universities, sport venues and event centers, as well as healthy living organizations. Total Communicator Solutions is headquartered in San Diego, Calif., with locations in the US, Spain, Mexico, UK, Norway and New Zealand.


Patent
Compass Inc. | Date: 2016-09-20

Embodiments of methods, apparatuses and systems for mobile purchase rewards are described. An embodiment of a method includes receiving confirmation of a transaction that triggers accrual of a reward unit at a processing device. Such an embodiment may further include updating a reward account in response to the transaction using the processing device. Additionally, the method may include notifying the holder of the reward account, via an interface to a mobile communication device, that the reward account has been updated.


Patent
Compass Inc. | Date: 2012-03-09

Example systems and methods of identifying customer insights are described. In one implementation, a method generates seed data associated with a likely advertisement audience, and generates sets of interests and demographic clusters based on the seed data. An advertisement campaign is launched based on the sets of interests and the demographic clusters. The demographic clusters are divided into smaller clusters based on advertisement campaign results. The method then identifies interests associated with individuals engaging with specific advertisements.


Patent
Compass Inc. | Date: 2013-02-04

Example systems and methods of analyzing a social audience are described. In one implementation, a method receives social audience data associated with multiple users. The method identifies multiple preferences associated with the users based on the social audience data. The method further identifies demographic information associated with at least a portion of the users. At least one characteristic of the users is determined based on the multiple preferences and the demographic information.


A method and system for determining a deduction rate from a starting value, which maximizes the deduction rate without reducing the starting value to zero over a given time period. In an embodiment, a method may include using a computer processor to test deduction rates against historical data of previous changes in value of the starting value and determine a target deduction rate that achieves a desired percentage of historically successful outcomes for the starting value, determining a value gap difference between the starting value and an estimated internal value based on historical data, and adjusting the target deduction rate by the value gap difference to determine the deduction rate. The deduction rate may comprise a largest periodic amount that can be deducted from the starting value without reducing the starting value to zero over the given time period.


Patent
Compass Inc. | Date: 2011-04-01

This invention relates to a method and system of providing security guidance in writing software applications. More particularly this invention relates to accessing guidance application linked to a computer and a data base of security features to present a user with suggestive security content in writing software applications. The invention also relates to a non-transitory computer program for use on the computer in writing the software applications.


Methods, systems, and apparatuses for combined electronic payment and transfer for digital banking channels are described. The described embodiments provide a user-facing system for sending money from one account to another account over any one of multiple money movement rails. The embodiments simplify traditional money movement processes, by presenting the user with certain selectable characteristics for the transaction, and then automatically selecting an appropriate money movement rail in the background. The result is a simplified and more intuitive user experience for money movement transactions.


Patent
Compass Inc. | Date: 2011-01-14

Analysis of user communication is described. In one aspect, multiple online social interactions are identified. Multiple topics are extracted from those online social interactions. Based on the extracted topics, the system determines an intent associated with a particular online social interaction.


Patent
Compass Inc. | Date: 2011-09-02

A method and system analyze user interests. In some embodiments, the method identifies online social content associated with multiple users, and identifies a portion of the online social content associated with a first user. The method determines a first user interest based on the portion of the online social content associated with the first user.

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