Ethos Announces Private Placement of $3,000,000, Share Consolidation and Planned Name Change
Ethos Announces Private Placement of
$3,000,000, Share Consolidation and Planned
Name Change
Vancouver, British Columbia--(Newsfile Corp. - March 7, 2022) -
Ethos Gold Corp.
(TSXV:
ECC
)
(OTCQB:
ETHOF
) (FSE:
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 shares.
In addition, Ethos plans to consolidate the Company's common shares ("Common Shares") on the basis
of one (1) new post-consolidation Common Share for every three (3) pre-consolidation common shares
(the "Consolidation") in connection with the closing of the Private Placement. In conjunction with the
Private Placement and the Consolidation, the Company's name is expected to be changed.
Financing
On a post-Consolidation basis, Ethos announces a non-brokered private placement consisting of: (i) non
flow-through Units at a price of $0.60 per Unit (the "NFT Offering"); (ii) flow through common shares at a
price of $0.72 per Common Share (the "FT Offering") and (iii) Ontario flow-through common shares at a
price of $0.75 per Common Share (the "Ontario FT Offering" and together with the NFT Offering and FT
Offering, the "Offering") for gross aggregate proceeds of up to $3 million.
Each Unit will be comprised of one post-Consolidation Common Share and one-half of one Common
Share purchase warrant (each whole warrant, "Warrant"). Each Warrant shall 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 will have the right
to accelerate the expiry date of the Warrants by giving notice, via a news release, to the holders of the
Warrants that the Warrants will expire on the date that is 30 days after the issuance of said news
release.
Common Shares issued under the FT Offering and Ontario FT Offering qualify as 'flow through shares'
("Flow Through Shares"). The gross proceeds from the Flow Through Shares issued pursuant to the FT
Offering and Ontario FT Unit Offering will be used to incur 'Canadian exploration expenses' that will
qualify as 'flow-through mining expenditures' as those terms are defined in the
Income Tax Act
(Canada)
which will be renounced to the initial purchasers of the Flow Through Shares. The Company intends to
use the net proceeds raised from the Offering on exploration expenses on the Company's portfolio of
Canadian exploration projects and for general working capital purposes.
The Company may pay finders' fees under the offering in accordance with applicable securities laws and
the policies of the TSX Venture Exchange. All securities issued in the Private Placement will be subject
to a statutory four month hold period. Closing of the Private Placement is subject to receipt of all
regulatory approvals, including approval of the TSX Venture Exchange.
The Private Placement is expected to close on or about March 31, 2022 (the "Closing Date"). Common
Shares issued pursuant to the Private Placement will be issued on a post-Consolidation basis and will
be consolidated pursuant to the Consolidation. The Warrants issued in the Consolidation will be issued
on a post-Consolidation basis, and upon the completion of the Consolidation will automatically be
adjusted to the post-Consolidation terms disclosed above.
This news 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 "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
Consolidation
In connection with the closing of the Offering, the board of directors of Ethos has approved the
Consolidation of all of Ethos' outstanding Common Shares on the basis of three (3) pre-Consolidation
Common Shares for one post-Consolidation Common Share. The reasons for the Consolidation are to
increase Ethos's flexibility in the marketplace and to make the Company's securities more attractive to a
wider audience of potential investors. Subject to approval by the TSXV, the Consolidation is expected to
take effect on the Closing Date.
Ethos currently has 148,140,238 Common Shares issued and outstanding. Assuming no changes in the
number of the Common Shares outstanding, after giving effect to the Consolidation (prior to taking into
account the Common Shares issued in the Offering 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 down to the
nearest whole Common Share. Registered shareholders will receive a letter of transmittal from TSX
Trust Company, Ethos's 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 shareholder's accounts. 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 the exercise of Ethos's outstanding
stock options and warrants will be proportionately adjusted to reflect the Consolidation in accordance
with the terms of such securities.
Capital Structure
Current Share Capital Structure
Post-Consolidation Capital Structure (3:1)
Shares Outstanding
148,140,238
Shares Outstanding
49,380,079
Options
12,860,000
Options
4,286,667
Warrants
26,825,123
Warrants
8,941,708
Fully Diluted
187,825,361
Fully Diluted
62,608,454
Current Cash Position*
$2,500,000
$3,000,000 Private Placement*
Securities and receivables*
$4,000,000
Units
$1,000,000
Total Working Capital*
$6,500,000
Price
$0.60
Shares
1,666,667
Warrants
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
Post-Consolidation, Post-Financing Capital Structure
Shares Outstanding
53,768,968
Options
4,286,667
Warrants
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 Offering
subject to change - figures presented for indicative purposes.
Name Change
Concurrently with the closing of the Private Placement and the Consolidation, the Company is planning
to change its corporate name and trading symbol. Upon determining a new corporate name and trading
symbol, the Company will provide a further update.
About Ethos Gold Corp.
Ethos Gold Corp. is a Discovery Group Company with a business model focussed on district scale,
early-stage exploration of gold and base metal prospects and create shareholder value through new
discoveries.
The Company focus is to identify underexplored or overlooked mineral districts which
display important structural and mineralogical similarities with well-endowed mining camps. The majority
of the projects acquired by Ethos occur in Ontario, Canada, which is a tier-1 mining jurisdiction with
abundant overlooked geological regions with high mineral potential. Ethos engages proactively with local
and Indigenous rightsholders and seeks to develop relationships and agreements that are mutually
beneficial to all stakeholders.
On behalf of the Board of Directors,
Ethos Gold Corp.
Alex Heath, CFA
President & CEO
For further information about Ethos Gold Corp. or this news release, please visit our website at
ethosgold.com
or contact Dustin Zinger at 604-653-9464 or by email at
.
Ethos Gold Corp. is a proud member of Discovery Group. For more information please visit:
discoverygroup.ca
Forward-Looking Statement Cautions:
This press release contains certain "forward-looking statements" within the meaning of Canadian
securities legislation, including, but not limited to, statements regarding the Offering, including the terms,
conditions, closing and use of proceeds thereof, the Consolidation, including the expected effective date
and completion thereof, and the Company's plans with respect to changing its corporate name and
trading symbol. Although the Company believes that such statements are reasonable, it can give no
assurance that such statements or the Company's expectations with respect thereto will prove to be
correct. Forward-looking statements are statements that are not historical facts; they are generally, but
not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates,"
"projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events
or conditions "will," "would," "may," "can," "could" or "should" occur, or are those 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 Company's management on the date the statements are
made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances
that such statements will prove to be accurate and actual results and future events could differ materially
from those anticipated in such statements. Except to the extent 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 management's beliefs, estimates or opinions, or other factors, should
change. Factors that could cause future results to differ materially from those anticipated in these
forward-looking statements include the risk that the Company does not complete the Offering or the
Consolidation on the timeline anticipated, or at all, including as a result of not having received approval
from the TSXV for the Offering or the Consolidation, and that the Company uses the proceeds from the
Offering differently than described in this release. The reader is urged to refer to the Company's reports,
publicly available through the Canadian Securities Administrators' System for Electronic Document
Analysis and Retrieval (SEDAR) at
www.sedar.com
for a more complete discussion of such 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 U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
U.S.
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