Ethos Closes First Tranche of Financing and Announces Management Appointments
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Ethos Closes First Tranche of Financing
and Announces Management Appointments
Vancouver, BC – April 1, 2021, Ethos Gold Corp. (“ Ethos ” or the “ Company ”) (TSXV: ECC ; OTC QB:
ETHOF ; Frankfurt: 1ET ) announces that it has closed the first tranche of its previously announced non-
brokered flow through private placements (the “Priv ate Placements”) raising gross proceeds of
$2,798,030.
The closing of the first tranche of the Private Placements consisted of the following:
• a British Columbia flow through private placement o f 2,796,168 flow through units priced at
$0.24 per unit for gross proceeds of $671,080. Each unit will comprise one flow through share,
and one half of one non-flow through common share p urchase warrant. Each whole such
warrant will be exercisable into one common share o f the Company at an exercise price of
$0.40 for a period of two years following closing. The common share purchase warrants will
be subject to acceleration at the Company’s discretion in the event its common shares trade on
the TSX Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or
more for a period of ten consecutive trading days. Proceeds of this offering will be utilized on
the Company’s Perk Rocky copper-gold porphyry project in British Columbia or on eligible flow
through expenditures on other British Columbia projects.
• an Ontario flow through private placement of 716,666 flow through units priced at $0.24 per unit
for gross proceeds of $172,000. Each unit will comprise one flow through share, and one half
of one non-flow through common share purchase warra nt. Each whole such warrant will be
exercisable into one common share of the Company at an exercise price of $0.40 for a period
of two years following closing. The common share p urchase warrants will be subject to
acceleration at the Company’s discretion in the eve nt its common shares trade on the TSX
Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or more for
a period of ten consecutive trading days. Proceeds of this offering will be utilized on the
Company’s Savant Lake Gold Project in Ontario or on eligible flow through expenditures on
other Ontario projects.
• a national flow through private placement of 5,161, 365 flow through units priced at $0.22 per
unit for gross proceeds of $1,135,500. Each unit will comprise one flow through share, and one
half of one non-flow through common share purchase warrant. Each whole such warrant will
be exercisable into one common share of the Company at an exercise price of $0.40 for a
period of two years following closing. The common share purchase warrants will be subject to
acceleration at the Company’s discretion in the eve nt its common shares trade on the TSX
Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or more for
a period of ten consecutive trading days. Proceeds of this offering will be utilized on the
Company’s Toogood gold project in Newfoundland or on eligible flow through expenditures on
other projects within Canada.
• a national charity flow through private placement of 3,277,800 flow through units priced at $0.25
per unit for gross proceeds of $819,450. Each unit will comprise one flow through share, and
one half of one non-flow through common share purch ase warrant. Each whole such warrant
will be exercisable into one common share of the Company at an exercise price of $0.40 for a
period of two years following closing. The common share purchase warrants will be subject to
acceleration at the Company’s discretion in the eve nt its common shares trade on the TSX
Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or more for
a period of ten consecutive trading days. Proceeds of this offering will be utilized on eligible
flow through expenditures on the Company’s projects within Canada
The Private Placements are subject to the final acc eptance of the TSX Venture Exchange, and all
securities issued or issuable under the Private Pla cements will be subject to a 4-month hold period
expiring on August 2, 2021. The Company paid cash Finders fees of $110,855 and issued an
aggregate of 347,347 Finders Warrants in connection with the Private Placements.
Members of the Company’s management and technical a dvisory team participated in certain of the
Private Placements including subscriptions from rel ated parties of the Company as defined in
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-
101"): Craig Roberts (CEO and a director of the Company) and Jo Price (VP Exploration) acquired an
aggregate of 667,000 Units. The participation of M r. Roberts and Ms. Price in the Private Placement
were exempt from formal valuation and minority shar eholder approval requirements pursuant to
exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.
Management Appointments
Ethos is also pleased to announce the appointments of Robert Scott, CPA, CA, CFA, as Chief Financial
Officer, and Danica Topolewski as Corporate Secretary effective April 1, 2021. The Board of Directors
of Ethos wishes to thank outgoing CFO Scott Kelly f or his services over the past 7 years and wishes
him success in his future endeavours.
Robert Scott brings more than 20 years of professio nal experience in accounting, corporate finance,
and merchant and commercial banking and has served on the management teams and boards of a
number of Canadian publicly traded companies. He is a founder and president of Corex Management
Inc., a private company providing accounting, admin istration, and corporate compliance services to
privately held and publicly traded companies. Mr. Scott currently holds senior management and board
positions with a number of TSX Venture Exchange Issuers.
Danica Topolewski is a partner in a privately held consulting company offering corporate secretarial
services to both private and publicly listed compan ies. She has over 15 years of corporate secretary
experience with dozens of companies ranging from pr ivate start-ups to mid-tier market cap public
companies in the mining, biotech, technology, and a gricultural industries. She specializes in IPOs,
mergers and acquisitions, and private placements.
Clarification of Heaven Lake Option
The Company wishes to clarify certain disclosure in its March 8, 2021 press release whereby Ethos
announced that it had entered into an earn-in agree ment under which it may earn a 100% interest in
the Heaven Lake claim block. The Company clarifies the following terms of the earn-in:
• The final 2,000,000 shares payment is due within 2 4 months of signing (not 124 months).
• The option agreement contains a 2.0% net smelter r eturns royalty (the “Royalty”), of which 1.0%
can be repurchased for $1.0 million.
• The Royalty is subject to a right of first refusal in favour of Ethos in the event of a proposed
sale, transfer or other disposal of the Royalty, or any portion thereof, by the Heaven Lake
optionors.
About Ethos Gold Corp.
Ethos Gold, a Discovery Group company, has accumulated a portfolio of district scale projects in British
Columbia, Ontario, Quebec, Newfoundland, and Nevada that we believe have large scale discovery
potential. The Company has a strong technical team led by Dr. Rob Carpenter, formerly the CEO of
Kaminak Gold Corporation. Rob led the Kaminak team from initial listing in 2005 through acquisition
and discovery of the multiple-million ounce Coffee Gold Project. In Ethos he has assembled a senior
geologic team with a strong record of discovery success including Dr. Robert Brozdowski, P.Geo., Dan
MacNeil, M.Sc., P. Geo, and Dr. Alan Wainwright, P.Geo. Dr. Quinton Hennigh, an economic geologist
with 25 years of exploration experience formerly wi th Homestake Mining Company, Newcrest Mining
and Newmont Mining Corp oversees the Company’s work at the Iron Point project in Nevada. With
working capital of approximately C$7 million, the Company is well funded to advance its projects.
Ethos Gold Corp.
Per: “Alex Heath ”
Alex Heath, CFA, President
For further information about Ethos Gold Corp. or t his news release, please visit our website at
ethosgold.com or contact Alex Heath at 604-354-2491 or by email at [email protected] .
Ethos Gold Corp. is a proud member of Discovery Gro up. For more information please visit:
discoverygroup.ca
Forward-Looking Statement Cautions:
This press release contains certain “forward-lookin g statements” within the meaning of Canadian securi ties
legislation, including, but not limited to, statements regarding the Company’s plans with respect to the Company’s
projects and the timing related thereto, the merits of the Company’s projects, the Company’s objective s, plans
and strategies, the Private Placements, and other p roject opportunities. Although the Company believes that
such statements are reasonable, it can give no assu rance that such expectations will prove to be corre ct.
Forward-looking statements are statements that are not hist orical facts; they are generally, but not always,
identified by the words “expects,” “plans,” “antici pates,” “believes,” “intends,” “estimates,” “projec ts,” “aims,”
“potential,” “goal,” “objective,”, “strategy”, “pro spective,” and similar expressions, or that events or conditions
“will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nat ure, refer to
future events. The Company cautions that Forward-lo oking statements are based on the beliefs, estimate s 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 mater ially from those anticipated in such statements. Ex cept to the
extent required by applicable securities laws and t he policies of the TSX Venture Exchange, the Compan y
undertakes no obligation to update these forward-lo oking statements if management’s beliefs, estimates or
opinions, or other factors, should change. Factors that could cause future results to differ materiall y from those
anticipated in these forward-looking statements inc lude the risk of accidents and other risks associat ed with
mineral exploration operations, the risk that the C ompany will encounter unanticipated geological fact ors, or the
possibility that the Company may not be able to secure permitting and other agency or governmental clearances,
necessary to carry out the Company’s exploration pl ans, risks and uncertainties related to the COVID-1 9
pandemic, risks and uncertainties related to the Co mpany’s ability to complete the Private Placements and the
size of the Private Placements, and the risk of pol itical uncertainties and regulatory or legal change s in the
jurisdictions where the Company carries on its busi ness that might interfere with the Company’s busine ss and
prospects. The reader is urged to refer to the Comp any’s reports, publicly available through the Canad ian
Securities Administrators’ System for Electronic Do cument 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 respo nsibility for the adequacy or accuracy of this
release.