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Ethos Closes First Tranche of Financing and Announces Management Appointments

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Ethos Gold Corp. (TSX-V: ECC) (OTCQB: ETHOF) (FSE: 1ET) announces that it has closed the first tranche of its previously announced non-brokered flow through private 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 of 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 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 event its common shares trade on the TSX Venture Exchange on a volume weighted average price 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 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 event its common shares trade on the TSX Venture Exchange on a volume weighted average price 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 event its common shares trade on the TSX Venture Exchange on a volume weighted average price 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 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 event its common shares trade on the TSX Venture Exchange on a volume weighted average price 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 acceptance of the TSX Venture Exchange, and all securities issued or issuable under the Private Placements 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 advisory team participated in certain of the Private Placements including subscriptions from related parties of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions: Craig Roberts (CEO and a director of the Company) and Jo Price (VP Exploration) acquired an aggregate of 667,000 Units. The participation of Mr. Roberts and Ms. Price in the Private Placement were exempt from formal valuation and minority shareholder 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 for his services over the past 7 years and wishes him success in his future endeavours.

 

Robert Scott brings more than 20 years of professional 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, administration, 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 companies. She has over 15 years of corporate secretary experience with dozens of companies ranging from private start-ups to mid-tier market cap public companies in the mining, biotech, technology, and agricultural 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 agreement 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 24 months of signing (not 124 months).
  • The option agreement contains a 2.0% net smelter returns 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 with 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.

 

Posted April 5, 2021

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