Ethos Announces $3,000,000 Private Placement, Share Consolidation and Planned Name Change

Vancouver, British Columbia–(Newsfile Corp. – March 7, 2022) – Ethos Gold Corp. (TSXV: CEC) (OTCQB: ETHOF) (ESF: 1ET) (“Ethos“or the”Company“) announces a non-brokered private placement financing (the “Private Placement”) to raise aggregate gross proceeds of up to $3,000,000 through the issuance of a combination of non-flow-through units (each, a “Unit”) ) and flow-through units In addition, Ethos plans to consolidate the Company’s ordinary shares (“Ordinary Shares”) on the basis of one (1) new post-consolidation Ordinary Share for every three (3) pre-consolidation ordinary shares (the “Consolidation”) in connection with the closing of the Private Placement Together with the Private Placement and the Consolidation, the name of the Company is expected to be changed.

Funding

On a post-Consolidation basis, Ethos announces a non-brokered private placement consisting of: (i) non-flow-through Units at a price of USD 0.60 per Unit (the “NFT Offering”); (ii) flow-through common shares at a price of $0.72 per common share (the “FT Offer”) and (iii) Ontario flow-through common shares at a price of $0.75 per common share ( the “FT Ontario Offer” and, together with the NFT Offer and the FT Offer, the “Offer”) for aggregate gross proceeds of up to $3 million.

Each Unit will consist of one post-consolidation common share and one-half common share purchase warrant (each whole warrant, “Warrant”). Each Warrant will be exercisable to acquire one Post-Consolidation Common Share (“Warrant Share”) at a price of $0.90 per Warrant Share for a period of 24 months from the closing of the Offering. . If the closing price of the common shares is at a price equal to or greater than $1.20 for a period of 10 consecutive trading days, Ethos shall have the right to accelerate the expiry date of the warrants by notifying, by of the press release, to the holders of the warrants that the warrants will expire on the date which is 30 days after the publication of the said press release.

The common shares issued under the FT Offer and the FT Ontario Offer are referred to as “flow-through shares” (“Flow-Through Shares”). The gross proceeds of the Flow-Through Shares issued under the FT Offer and the FT Ontario Units Offer will be used to incur “Canadian Exploration Expenses” which will be considered “Flow-Through Mining Expenses” within the meaning where these terms are defined in the income tax law (Canada) which will be waived to the original purchasers of the flow-through shares. The Company intends to use the net proceeds from the Offering for exploration expenses of the Company’s portfolio of Canadian exploration projects and for general working capital purposes.

The Company may pay finder’s fees in connection with the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. All securities issued under the private placement will be subject to a four month statutory hold period. Closing of the private placement is subject to receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.

The Private Placement is expected to close on or about March 31, 2022 (the “Closing Date”). The Common Shares issued pursuant to the Private Placement will be issued following the Consolidation and will be consolidated pursuant to the Consolidation. Warrants issued in connection with the Combination will be issued on a post-Combination basis and, upon completion of the Combination, will be automatically adjusted to the post-Combination terms described above.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any 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 “United States Securities Act”) or any state securities law and may not be offered or sold in the United States or to US persons unless registered under United States securities law and applicable state securities laws or an exemption from such registration is available.

Consolidation

In connection with the closing of the offer, the Ethos Board of Directors has approved the consolidation of all outstanding ordinary shares of Ethos on the basis of three (3) pre-consolidation ordinary shares for one ordinary share post-regrouping. The reasons for the consolidation are to increase Ethos’ flexibility in the market and to make the Company’s securities more attractive to a wider audience of potential investors. Subject to TSXV approval, the Combination is expected to become effective on the Closing Date.

Ethos currently has 148,140,238 ordinary shares issued and outstanding. Assuming no change in the number of common shares outstanding, after giving effect to the consolidation (before taking into account the common shares issued pursuant to the placement described above), the Company would have approximately 49,380,079 common shares issued and outstanding (see table below).

Any fractional interest in common shares resulting from the consolidation will be rounded to the nearest whole common share. Registered shareholders will receive a letter of transmittal from TSX Trust Company, Ethos’ transfer agent, with information on how to replace their old share certificates with the new share certificates. Brokerage firms will handle the replacement of share certificates on behalf of their shareholders. If approved by the TSXV, the Consolidation will occur immediately prior to the Closing of the Offering (as defined above).

The exercise price and number of common shares issuable upon exercise of Ethos’ outstanding stock options and warrants will be adjusted proportionately to reflect the consolidation in accordance with the terms of such securities.

Capital structure

Current share capital structure

Capital structure post-consolidation (3:1)

Outstanding shares

148 140 238

Outstanding shares

49,380,079

Choice

12,860,000

Choice

4,286,667

Mandates

26,825,123

Mandates

8,941,708

fully diluted

187 825 361

fully diluted

62,608,454

Current cash position*

$2,500,000

Private placement of $3,000,000*

Securities and receivables*

$4,000,000

Units

$1,000,000

Total working capital*

$6,500,000

Price

$0.60

Shares

1,666,667

Mandates

833 333

National FT

$1,000,000

Price

$0.72

Shares

1,388,889

Ontario FT

$1,000,000

Price

$0.75

Shares

1,333,333

Capital structure post-consolidation, post-financing

Outstanding shares

53,768,968

Choice

4,286,667

Mandates

9,775,041

fully diluted

67,830,676

Final Cash Position*

$5,500,000

Securities and receivables*

$4,000,000

Total working capital*

$9,500,000

* Cash, securities and receivables rounded for presentation purposes. Final allocations of the Offer likely to be modified – figures presented for information only.

Name change

Concurrently with the closing of the Private Placement and the Consolidation, the Company plans to change its legal name and stock symbol. When determining a new corporate name and a new trading symbol, the Company will provide a new update.

About Ethos Gold Corp.

Ethos Gold Corp. is a Discovery Group company with a business model focused on district scale, early exploration of gold and base metal prospects, and creation of shareholder value through new discoveries. The company’s goal is to identify underexplored or overlooked mining districts that have significant structural and mineralogical similarities to well-resourced mining camps. The majority of projects acquired by Ethos are located in Ontario, Canada, which is a Tier 1 mining jurisdiction with many neglected geological regions with high mineral potential. Ethos proactively engages with local and indigenous rights holders and seeks to develop mutually beneficial relationships and agreements for all stakeholders.

On behalf of the Board of Directors,
Ethos Gold Corp.

Alex Heath, CFA
President and CEO

For more information on Ethos Gold Corp. or this press release, please visit our website at ethosgold.com or contact Dustin Zinger at 604-653-9464 or by email at [email protected]

Ethos Gold Corp. is a proud member of the Discovery Group. For more information, please visit: discoverygroup.ca

Cautions Regarding Forward-Looking Statements:

This press release contains certain “forward-looking statements” within the meaning of Canadian securities laws, including, but not limited to, statements regarding the offering, including terms, conditions, closing and use of the proceeds thereof, the consolidation, including anticipated effective and completion dates thereof, and the Company’s plans to change its corporate name and trading symbol. Although the Company believes these statements to be reasonable, it cannot guarantee that these statements or the Company’s expectations regarding them will prove to be accurate. Forward-looking statements are statements that are not historical facts; they are usually, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “aims” , “potential”, “goal”. “, “objective”, “forward-looking” and similar expressions, or that events or conditions “will”, “would”, “could”, “may”, “might” or “should” occur, or are such statements , which by their nature refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the management of the Company as of the date the statements are made, and involve a number of risks and uncertainties, and therefore there can be no assurance that such statements will prove to be accurate and that actual results and future events could differ materially from those anticipated in such statements. required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if the beliefs, estimates or opinions of the said ction, or other factors, were to change. Factors that could cause future results to differ materially from those anticipated in such forward-looking statements include the risk that the Company may not complete the Offer or the Consolidation as soon as expected, or at all, including as a result of not have received TSXV approval for the offering or consolidation, and that the Company is using the proceeds of the offering differently than described in this news release. The reader is invited to consult the Company’s reports, available to the public through the System for Electronic Document Analysis and Retrieval (SEDAR) of the Canadian Securities Administrators at www.sedar.com for a fuller discussion of these risk factors and their potential effects

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.

NOT FOR DISTRIBUTION IN THE UNITED STATES NEWS WIRE SERVICES OR BROADCASTING IN THE UNITED STATES

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