Dec 23, 2010
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Vancouver, BC - December 23, 2010, Ethos Capital Corp. (the "Company" or "Ethos") (TSX-V: ECC) is pleased to announce that it has closed its private placement of 3,100,000 units (the "Units") at a price of $0.90 per Unit for gross proceeds of $2,790,000, and 469,455 flow through common shares (the "FT Shares") at a price of $1.10 per FT Share for gross proceeds of $516,400.50, for total aggregate gross proceeds of $3,306,400.50, as announced by the Company on November 30, 2010 (the "Private Placement").
Each Unit consists of one common share in the capital of the Company and one-half of one non-transferable share purchase warrant (1,549,998 warrants). Each whole warrant will be exercisable to acquire one additional common share of the Company at a price of $1.15 until December 23, 2011 and $1.40 from December 24, 2011 to December 23, 2012. The warrants carry a forced conversion feature such that should the common shares of Ethos trade, between April 24, 2011 and December 23, 2011, at or above $1.50 per share for 20 consecutive trading days, or if the common shares of Ethos trade, between December 24, 2011 and December 23, 2012, at or above $1.80 per share for 20 consecutive trading days, the Company may (within 30 days of such occurrence) notify the warrant holders that the warrant must be exercised within 30 calendar days of the notice, subsequent to which any unexercised warrants will expire.
In connection with the Private Placement, the Company paid to eight registered dealers as finders' fees an aggregate of $129,898.99 and issued 141,546 finders' warrants. Each finder's warrant is exercisable to acquire one common share of the Company at a price of $1.05 per share until December 23, 2012.
All securities issued under the Private Placement are subject to a four-month hold period and are not tradable in Canada until April 24, 2011.
The Company plans to use the net proceeds of the Private Placement to finance its acquisition and initial exploration the Betty and Wolf properties, to further exploration of its existing projects in Mexico, and for general working capital.
For additional information please contact Gary Freeman or Andy Hay at 604-682-4750.
Forward-Looking Statement Cautions:
This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to the closing of a non-brokered Unit and FT Share Private Placement and the planned use of proceeds. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations 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. 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 accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration plans. 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.
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THE SECURITIES TO BE ISSUED UNDER THE OFFERING HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGSTERED MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THIS PRESS RELEASE IS ISSUED PURSUANT TO RULE 135(C) OF THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) AND DOES NOT CONSTITUTEAN OFFER TO SELL, OR THE SOLICATATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
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