WSM Ventures Corp. — Interim / Quarterly Report 2021

Nov 26, 2021

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited- Expressed in Canadian dollars)

Notice to Reader

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepare by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

ETHOS GOLD CORP.

Condensed Interim Consolidated Statements of Financial Position

(Expressed Canadian Dollars) - Unaudited

			September 30,		December 31,
	Note(s)		2021		2020
ASSETS
Current assets:
Cash		$	4,735,969	$	2,851,877
Amounts receivables	5		397,029		306,869
Investments	6		3,077,500		1,158,000
Tax credits receivable			-		106,138
Prepaid expenses			409,281		81,075
Total current assets			8,619,779		4,503,959
Non-current assets:
Bond	4		37,500		37,500
Exploration and evaluation assets	4		4,909,046		1,932,951
Total assets		$	13,566,325	$	6,474,410
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	10	$	248,070	$	119,802
Flow-through share premium	9,14		362,835		284,936
Total current liabilities			610,905		404,738
SHAREHOLDERS’ EQUITY
Share capital	9		41,005,060		31,885,197
Reserves	9		7,219,557		6,541,413
Deficit			(35,269,197)		(32,356,938)
Total shareholders’equity			12,955,420		6,069,672
Total liabilities and shareholders’ equity		$	13,566,325	$	6,474,410

Nature of operations (Note 1) Subsequent events (Note 17)

Approved by the Board of Directors and authorized for issue on November 26, 2021.

“Craig Roberts” Director “Hendrik Van Alphen” Director

• The accompanying notes are an integral part of these condensed interim consolidated financial statements -

ETHOS GOLD CORP.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed Canadian Dollars) - Unaudited

			Three months ended	Three months ended		Nine months ended	Nine months ended
			September 30,			September 30,
	Note(s)		2021	2020		2021	2020
Expenses
Amortization		$	-	-	$	-	690
Consulting			302,119	522,250		698,120	715,536
Exploration and project evaluation	4		1,871,192	593,226		4,158,949	1,300,814
Investor relations			103,065	72,744		216,871	145,910
Listing and filing fees			11,028	34,456		69,065	51,852
Office and administrative			32,257	17,628		63,957	44,786
Professional fees			56,731	90,521		223,293	135,410
Rent			5,011	5,319		14,935	14,751
Share-based compensation	9		122,319	-		645,719	-
Travel			4,299	1650		5,318	27,071
Loss before the undernoted			(2,508,021)	(1,337,794)		(6,096,227)	(2,436,820)
Other income (expenses)
Change in fair value of investments	6		(207,498)	(19,000)		(211,981)	418,000
Foreign exchange (loss)/gain			(848)	(24,931)		(2,045)	(50,923)
Gain on sale of fixed assets			-	10,383		-	10,383
Interest income			8,543	3,652		19,017	16,838
Other income from settlement
of flow-through	14		239,318	85,751		480,032	299,242
Other income	4		2,283,795	-		2,898,945	-
Net loss and comprehensive loss for the period		$	(184,711)	(1,281,939)	$	(2,912,259)	(1,743,280)
Basic and diluted loss per common share		$	(0.00)	0.02	$	(0.03)	(0.03)
Weighted average number of common shares
outstanding			130,762,637	71,328,970		115,639,358	65,982,159

• The accompanying notes are an integral part of these condensed interim consolidated financial statements -

ETHOS GOLD CORP.

Condensed Interim Consolidated Statements of Changes in Equity For the Nine Months ended September 30, 2021 and 2021

(Expressed Canadian Dollars) - Unaudited

	Share Capital (Note 9) Number of shares Amount Reserves Deficit Total shareholders’ equity
Balance, December 31, 2019 Private placement, net of issuance costs Shares issued for mineral property Net loss for the period	63,217,013 $26,297,828 $6,013,407 $(29,109,158) $ 3,202,077 25,000,002 4,230,120 35,522 - 4,265,642 775,000 127,250 - - 127,250 - - - (1,743,280) (1,743,280) 88,992,015 $30,655,198 $6,048,929 $(30,852,438) $ 5,851,689
Balance, September 30, 2020
Balance, December 31, 2020 Shares issued for property acquisition Shares issued for private placement Shares issued for options exercise Shares issued for warrants exercise Flow-through premium Share-based compensation Share issuance costs - cash Share issuance costs – finders’ warrants Shares issued for finders’ fees Share issuance costs – paid with shares Reclass of reserves Net loss for the period Balance, September 30, 2021	94,892,015 $31,885,197 $6,541,413 $ (32,356,938) $ 6,069,672 13,150,000 2,837,000 - - 2,837,000 25,357,693 6,581,847 - - 6,581,847 50,000 11,000 - - 11,000 1,838,420 448,029 - - 448,029 - (557,931) - - (557,931) - - 645,719 - 645,719 - (167,657) - - (167,657) - (36,751) 36,751 - - 250,000 80,000 - - 80,000 - (80,000) - - (80,000) - 4,326 (4,326) - - - - - (2,912,259) (2,912,259) 135,538,128 $41,005,060 $7,219,557 $ (35,269,197) $ 12,955,420

• The accompanying notes are an integral part of these condensed interim consolidated financial statements -

ETHOS GOLD CORP.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed Canadian Dollars) - Unaudited

		Nine Months		Nine Months	Nine Months
		Ended		Ended
	September 30,			September
	Note(s)	2021		30, 2020
Cash flows from operating activities:
Net loss for the period	$	(2,912,259)	$	(1,743,280)
Items not affecting cash:
Amortization		-		690
Change in fair value of investments	6	211,981		(418,000)
Other income from settlement of flow-through	14	(480,032)		(299,242)
Share-based compensation	9	645,719		-
Other income	4	(2,575,795)		-
Changes in non-cash working capital:
Accounts payable and accrued liabilities		128,270		(65,313)
Amounts receivable		15,978		(151,765)
Due to related parties		-		8,266
Prepaid expenses		(328,206)		(27,927)
Net cash used in operating activities		(5,294,344)		(2,706,954)
Cash flows from investing activities:
Acquisition of mineral properties		(253,300)		(264,245)
Bond		-		(17,500)
Proceeds on sale of fixed assets		-		78,664
Proceeds on sale of investments	4	558,517		-
Net cash generated (used) in investing activities		305,217		(203,081)
Cash flows from financing activities:
Proceeds from private placement	9	6,581,847		4,360,000
Share issuance costs	9	(167,657)		(177,741)
Exercise of warrants	9	448,029		-
Exercise of options	9	11,000		-
Net cash provided by financing activities		6,873,219		4,182,259
Net change in cash		1,884,092		1,282,607
Cash, beginning ofthe period		2,851,877		3,099,935
Cash, end of the period	$	4,735,969	$	4,382,542
Cash and cash equivalents consisted of
Cash deposited with a Canadian Senior Bank	$	4,695,878 $		1,404,651
Term deposits and guaranteed investment certificates issued		40,091		40,091
	$	4,735,969 $		1,444,742

Supplemental Cash Flow Information (Note 12)

• The accompanying notes are an integral part of these condensed interim consolidated financial statements -

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Ethos Gold Corp. (the “Company” or “Ethos”) was incorporated on March 12, 2007 under the British Columbia Business Corporations Act. In 2009, it began trading on the TSX Venture Exchange (“TSX-V”) as a Tier 2 company under the symbol ECC. Its registered office is located at 1430 – 800 West Pender Street, Vancouver, BC, V6C 2V6. The Company’s principal business activities are the identification, exploration and development of economically viable mineral properties.

These condensed interim consolidated financial statements have been prepared on the basis that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on obtaining additional financing and if required through the issuance of debt or equity. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect the adjustments or reclassifications that would be necessary if the Company were unable to continue operations in the normal course of business.

2. BASIS OF PREPARATION AND CONSOLIDATION

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for interim information, specifically International Accounting Standards (“IAS”) 34 - Interim Financial Reporting. In addition, these condensed interim consolidated financial statements have been prepared using interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) in effect at September 30,2021 and the same accounting policies and methods of their application as the most recent annual financial statements of the Company. These condensed interim consolidated financial statements do not include all disclosures normally provided in the annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020.

In management’s opinion, all adjustments necessary for fair presentation have been included in these condensed interim consolidated financial statements. Interim results are not necessarily indicative of the results expected for the year ending December 31, 2021.

The condensed interim consolidated financial statements for the nine months ended September 30, 2021 (including comparatives) have been prepared by management, reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on November 26, 2021.

Basis of Preparation

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for assets classified as fair value through profit or loss which has been measured at fair value.

Basis of Consolidation

These condensed interim consolidated financial statements include the accounts of the Company, its 100% owned Canadian subsidiary 1088151 B.C. Ltd., and its 100% owned Mexican subsidiary Compañía Minera Roca Dorada, SA de CV (“Roca Dorada”). Subsidiaries are entities controlled by the Company. The Company controls a subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over its subsidiary. All significant inter-company balances and transactions have been eliminated upon consolidated.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amount of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences.

Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods.

These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are noted below with further details of the assumptions contained in the relevant note.

The preparation of these condensed interim consolidated financial statements requires management to make judgments regarding the going concern of the Company as discussed in Note 1.

The critical estimates and judgments applied in the preparation of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2021are consistent with those applied and disclosed in note 3 to the Company's audited condensed interim consolidated financial statements for the year ended December 31, 2020.

c) Foreign currency translation

The functional currency of Ethos and its subsidiaries is the Canadian dollar. Foreign currency transactions are translated into the functional currency of the Company using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the exchange rate in effect at the financial statement date. Exchange gains or losses arising from these translations are recognized in profit or loss for the reporting period.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) - Unaudited

4. MINERAL INTERESTS

Acquisition costs

	Pine Pass	Perk-Rocky	Gaffney	Fuchsite	Savant	Campbell	Fairchild
				Lake	Lake
	(a)	(b)	(c)	(d)	(e)	(f)	(g)
Balance, Dec 31, 2019	1	103,000	-	-	-	-	-
Acquisition costs:
Cash payments	30,000	75,000	15,000	9,100	50,000	10,000	-
Share issuances	17,000	49,500	126,000	-	400,000	258,000	-
Write-down	-	-	-	-	-	-	-
Balance, Dec 31, 2020	47,001	227,500	141,000	9,100	450,000	268,000	-
Acquisition costs:
Cash payments	-	75,000	-	-	-	-	5,000
Share issuances	-	225,000	-	-	270,000	480,000	90,000
Write-down	-	-	-	-	-	-	-
Balance, September 30, 2021	47,001	527,500	141,000	9,100	720,000	748,000	95,000
		Heaven Lake	Bassano	Ligneris	Schefferville	Toogood	Total
		(h)	(i)	(j)	(k)	(l)
Balance Dec 31, 2019		-	-	53,455	-	-	156,456
Acquisition costs:
Cash payments		-	50,000	-	130,145	150,000	519,245
Share issuances		-	23,500	60,750	322,500	-	1,257,250
Write-down		-	-	-	-	-	-
Balance, Dec 31, 2020		-	73,500	114,205	452,645	150,000	1,932,951
Acquisition costs:
Cash payments		23,300	-	-	100,000	50,000	253,300
Share issuances		380,000	-	-	360,000	1,032,000	2,837,000
Write-down		-	-	(114,205)	-	-	(114,205)
Balance, September 30, 2021		403,300	73,500	-	912,465	1,232,000	4,909,046

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) - Unaudited

Exploration expenditures

During the nine months ended September 30, 2021, the Company incurred the following exploration expenses:

	Pine	Perk-Rocky		Gaffney	Fuchsite	Savant Lake	Savant Lake	Campbell	Campbell	Fairchild
	Pass				Lake
	(a)	(b)		(c)	(d)		(e)		(f)	(g)
Administration	73	38,736		29,658	1,217		5,674		1,872	149
Assays	1,518	94,016		-	58	13,137			12,806	7,308
Camp costs	-	96,359		-	-		5,350		2,036	2,486
Community Relations	-	8,400		-	-	22,980			-	-
Drilling	-	948,910		-	-		-		101,193	-
Field equipment	-	17,597		-	6,947		6,958		17,046	10,843
Geological	-	277,782		56,189	33,348	123,468			95,615	70,875
Geophysics	-	7,768		-	7,977	11,895			87,855	4,577
Travel	-	73,504		37	6,208		-		15,487	8,919
Balance, Sept 30, 2021	1,591	1,563,072		85,884	55,755	189,462			333,910	105,157
	Heaven	Bassano		Ligneris	Scheffervill		Toogood		Iron Point	Total
	Lake					e
	(h)	(i)		(j)				(l)	(m)
						(k)
Administration	1,619	469		4,094	7,344			6,662	-	97,567
Assays	16,237	3,499		10,498	13,998		13,434		105,221	291,730
Camp costs	23,875		-	-		-		1,802	-	131,908
Community Relations	3,500		-	-		-		2,100	1,639	38,619
Drilling	-	16,367		-	73,068			-	-	1,139,538
Field equipment	28,618		-	-		-	65,051		-	153,060
Geological	110,893	28,255		28,378	169,178		578,717		83,566	1,656,264
Geophysics	169,558	1,389		-	57,889		59,664		-	408,572
Property Maintenance	-	417		1,251	1,668			-	-	3,336
Travel	18,946	15,717		27,379	66,180		196,404		14,869	443,650
Recovery*									(205,295)	(205,295)
Balance, Sept 30, 2021	373,246	66,113		71,600	389,325		923,834		-	4,158,949

• During the period ended September 30, 2021, the Company concluded a termination and release agreement with Nevada King Gold Corp. ("Nevada King") whereby Ethos has accepted to renounce all of its rights under the Earn-in Agreement dated May 16, 2019 on the Iron Point project in Humboldt County, Nevada in exchange for 6.5 million shares of Nevada King. As a result, the Company recorded a net amount of $2,264,705 in other income representing the fair value of the Nevada King shares at issuance date ($2,470,000) offset by the expenditures incurred in the property as at the issuance date ($205,295).

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) - Unaudited

During the nine months ended September 30, 2020, the Company incurred the following exploration expenses:

	Pine Pass	Perk Rocky	Ligneris	Iron Point	Schefferville
	(a)	(b)	(j)	(m)	(k)
Administration	-	3,061	58,759	-	2,715
Assays	542	10,412	83,115	-	-
Camp costs	-	6,622	4,598	-	-
Drilling	-	-	206,823	-	-
Field equipment	-	902	8,880	-	-
Geological	-	157,771	161,736	24,197	25,386
Geophysics	-	5,402	37,675	67,031	114,928
Property maintenance	47,000	-	-	95,202	-
Travel	-	37,512	24,003	6,274	-
Balance, September 30, 2020	47,542	221,682	585,589	192,704	143,029

	Fuchsite Lake	Savant Lake	Gaffney	Other	Total
	(d)	(e)	(c)
Administration	-	-	-	-	64,535
Assays	-	-	-	1,858	95,927
Camp costs	-	-	-	-	11,220
Drilling	-	-	-	-	206,823
Field equipment	-	-	-	-	9,782
Geological	6,341	18,583	823	28,760	423,597
Geophysics	9,893	32,000	12,010	-	278,939
Property maintenance	-	-	-	-	142,202
Travel	-	-	-	-	67,789
Balance, September 30, 2020	16,234	50,583	12,833	30,618	1,300,814

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) - Unaudited

a) Pine Pass Project, British Columbia

On July 31, 2018, the Company entered into an option agreement to acquire a 100% interest in three vanadium projects (Pine Pass, Ursula and Tunnel) in northeastern British Columbia. The Company can earn a 100% interest in the three projects by making the following cash payments and share issuances:

	Cash	Shares
Within five days of TSX Venture	$80,000 Paid	200,000 Issued
On the first anniversary	$120,000	400,000
On the second anniversary	$160,000	600,000
On the third anniversary	$240,000	800,000
On the fourth anniversary	$400,000	1,000,000

If the Company completes the 100% acquisition of the three properties by making the above cash payments and share issuances the Company will grant to the vendors a 2.0% NSR royalty on all three projects, of which half can be repurchased at any time by the Company by paying the vendors $1,500,000.

During the year ended December 31, 2019, the company did not renew the Tunnel project.

On June 20, 2019, the area in which the Pine Pass Project is located became subject to a moratorium on resource development (the “Moratorium”) imposed by the Province of British Columbia in connection with caribou protection strategies.

On July 31, 2019, the Company entered in an amended option agreement (the “Addendum”) with the vendors whereby the previous cash payments and share issuances are suspended indefinitely, pending the lifting of the Moratorium. The Moratorium will be deemed to have been lifted when the Company is no longer restricted by the Moratorium from carrying out exploration and development activities on the Pine Pass Project (the “Reinstatement Date”). Per the Addendum, to maintain the option agreement in good standing, the Company must make the following cash payments and share issuances:

	Cash		Shares
Within five days of TSX Venture acceptance of the Addendum	$30,000	Paid	100,000	Issued
On July 31, 2020 (the “Second Interim Payment”)	$30,000	Paid	100,000	Issued
If the Reinstatement Date falls after July31,2020	$60,000*		200,000*

• In the event the Moratorium is lifted, the final interim cash payment of $60,000 and the issuance of 200,000 shares will be credited towards the first anniversary payments under the original agreement and the remainder of the cash payments and share issuances will be due annually on the Reinstatement Date, as per the original agreement.

In addition to the above cash payments and shares issuance, by the fourth anniversary of the Reinstatement Date, the Company will conduct and complete a PEA in respect of any one of the properties (Pine Pass or Ursula).

7

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

The Company will be making reasonable efforts to pursue any entitlement to compensation arising in connection with the Moratorium. In the event the Company is successful in recouping compensation, the Company shall first recover its costs and expenses incurred during this process with any remaining proceeds to be split evenly between the Company and the vendors.

Due to the uncertainty of the Moratorium, the Company wrote down the carry value of the Pine Pass project to $1 at December 31, 2019.

b) Perk-Rocky Project, British Columbia

On May 10, 2019, the Company entered into an option agreement to acquire a 100% interest in the Perk-Rocky project located 225km west of Williams Lake, British Columbia. The Company can earn a 100% interest in the Perk-Rocky Project by incurring exploration expenses totaling $350,000 (incurred) on or prior to the first anniversary of the agreement and by making $690,000 in cash payments and issuing 2,900,000 common shares of the Company as follows:

	**Cash **		Shares
Within five days of the execution date	$10,000	Paid	-
Within five days of TSX Venture acceptance	$30,000	Paid	300,000	Issued
May 10, 2020	$75,000	Paid	450,000	Issued
August 16, 2021	$75,000*	Paid	450,000*	Issued
October 31,2022	$500,000*		1,700,000*

During the to the period ended September 30, 2021, the Company amended the Perk-Rocky option agreement whereby the second anniversary payments of $175,000 in cash and 700,000 common shares due on or before August 16, 2021 are now $75,000 (paid) and 450,000 shares (issued) respectively and the third anniversary payments of $400,000 cash and 1,450,000 shares due on or before October 31, 2022 are now $500,000 and 1,700,000 shares respectively.

On August 26, 2021, the Company issued 450,000 common shares relating to the acquisition of Perk-Rocky mineral property with a fair value of $225,000.

In the event the Company accomplishes the milestones as listed below, milestone payments, which are due within 30 days of the Company reaching each milestone, will be paid as follows:

• US$350,000 in the event the Company obtains a technical report that is NI 41-101 compliant.

• US$500,000 in the event the Company obtains a Preliminary Economic Assessment.

• US$1,000,000 in the event the Company obtains a Feasibility Study.

• US$2,000,000 in the event the Company elects to put the property into commercial production.

Upon acquiring 100% interest in the property, the Company will grant the vendor a 3% NSR. The Company may repurchase 2% of the NSR for US$7 million.

As at September 30, 2021, the Company had advanced a $37,500 (December 31, 2020 - $27,500) bond to the Government of British Columbia related to the ongoing exploration work at the Perk-Rocky project.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

c) Gaffney, BC

On September 11, 2020, the Company entered into an earn in agreement whereby the Company can earn a 100% interest in the Gaffney gold property located in central British Columbia.

The Company can earn a 100% interest in the Gaffney gold property by making the following cash and share payments:

	**Cash **		Shares
Within five days of the execution date	$15,000	Paid	-
Within five days of TSX Venture acceptance	-		600,000	Issued
On or before October 1, 2021	-		600,000*	Issued
On or before October 1, 2022	-		600,000
On or before October 1,2023	-		600,000

*Subsequent to the period ended, September 30, 2021, 600,000 shares were issued for a fair value of $168,000.

The vendor retains a 1% NSR royalty, of which the first 0.5% can be purchased for $500,000, and a second tranche of 0.5% may be purchased for $1,000,000. There are no work commitments.

d) Fuchsite Lake, Ontario

On August 5, 2020, the Company staked the Fuchsite Lake claim block (“Fuchsite Lake Gold Project”) in the province of Ontario, which comprises 3750 hectares located 20 km north of the town of Armstrong, Ontario. Staking costs of $9,100 are included in mineral property acquisition costs.

On September 3, 2020, the Company entered into a definitive property option agreement with Cross River Ventures Corp. (“Cross River”) whereby Cross River has been granted the right to acquire up to a 60% interest in the project by advancing to the Company total cash payments of $300,000 and 2,000,000 Cross River common shares. In addition, Cross River must incur $1,950,000 in exploration expenditures on the project. The schedule of cash payments, share issuances and exploration expenditures are as follows:

	Cash		Shares		Work
					Commitment
Upon signing	-		500,000	Received	-
December 31, 2020	-		-		$100,000
On or before December 3, 2021 *	$75,000	Received	500,000	Received	-
December 31, 2021	-		-		$350,000
On or before September 3, 2022	$75,000		500,000		-
December 31, 2022	-		-		$750,000
On or before September 3, 2023	$75,000		500,000		-
December 31, 2023	-		-		$750,000
On or before September 3,2024	$75,000		-		-

Upon Cross River earning their 60% interest, the Company will retain a 2% NSR royalty on the project. Cross River can acquire 1% of the NSR royalty by paying the Company a one-time cash payment of $1,000,000.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

* On September 1, 2021, an amendment was made to the property option agreement. Wherein, Section 4(b), formerly indicated “on or before the (12) month anniversary of the Effective Date” will be replaced with “on or before the fourteen (14) month anniversary of the Effective Date.” Thus, the cash payment of $75,000 and 500,000 Cross River common shares, previously due on September 3, 2021, is now due on or before December 3, 2021. Subsequent to the period ended September 30, 2021, the Company received 500,000 Cross River shares valued at $70,000 at issuance date and 546,249 Cross River shares in lieu of the of the $75,000 cash payment.

e) Savant Lake, Ontario

On September 1, 2020, the Company entered into an earn in agreement with New Dimension Resources Ltd. (“New Dimension”) whereby the Company can earn a 70% interest in the Savant Lake gold property located in the Savant Lake Greenstone Belt 240km northwest of Thunder Bay, Ontario.

The Company can earn a 70% interest in the Savant lake property by paying the optionor a total of $200,000 in cash, issuing 8,000,000 common shares of the Company, and completing $2,000,000 in exploration work, as follows:

	Cash		Shares		Work
					Commitment
Within five days of the execution date	$50,000	Paid	-		-
Within five days of TSX Venture	-		2,000,000	Issued	-
acceptance
On or before September 20, 2021	$50,000		2,000,000		$500,000
On or before September 20, 2022	$50,000		2,000,000		$1,000,000
On or before September 20,2023	$50,000		2,000,000		$500,000

If a mineral resource in excess of one million ounces of gold is defined on the property the Company will make additional payments to New Dimension of $50,000 in cash and issue 2,000,000 common shares of the Company.

During the period ended September 30, 2021, an amendment has been made to the Savant Lake Property Option Agreement. Changes are as follows:

	Cash		Shares		Work
					Commitment
Within five days of the execution date	$50,000	Paid	-		-
Within five days of TSX Venture acceptance	-		2,000,000	Issued	-
On or before September 20, 2021	-		1,000,000	Issued	$500,000
On or before November 15, 2022	$50,000		2,000,000		$500,000
On or before November 15, 2023	$50,000		2,000,000		$1,000,000
On of before November 15,2024	$50,000		1,000,000		$500,000

On September 20, 2021, the Company issued 1,000,000 common shares relating to the acquisition of Savant Lake mineral property with a fair value of $270,000.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

• f) Campbell Lake Gold Project, Ontario

On October 6, 2020, the Company entered into an earn in agreement whereby the Company can earn a 100% interest in the Campbell Lake gold project located 40km north of the town of Armstrong, Ontario

The Company can earn a 100% interest in the Campbell Lake gold project by making the following cash and share payments:

	Cash		Shares
Within five days of the execution date	$10,000	Paid	-
Within five days of TSX Venture acceptance	-		600,000	Issued
Within five days of an airborne geophysics survey	-		600,000	Issued
date
On or before October 6, 2021	-		600,000*	Issued
On or before October 6,2022	-		1,800,000*	Issued

There are no work commitments.

• On April 27, 2021, the Company accelerated the Campbell Lake Gold Project acquisition by issuing 2,400,000 common shares relating to the acquisition of Campbell Lake mineral property with a fair value of $480,000.

g) Fairchild Lake Project, Ontario

On February 3, 2021, the Company entered into an earn-in agreement under which Ethos may earn a 100% interest in the 2,228-hectare Fairchild Lake claim block located 65 km northeast of Sioux Lookout, Ontario by making the following cash and share payments:

• a. Cash payment of $5,000 on signing (paid)

• b. 500,000 shares within 5 days of Exchange acceptance (issued)

• c. 500,000 shares within 9 months of signing (issued) *

• d. 500,000 shares within 18 months of signing

• There are no work commitments or royalties payable

• Subsequent to the period ended September 30, 2021, Ethos issued 500,000 related to the Fairchild Lake property valued at $120,000.

h) Heaven Lake Project, Ontario

On March 7, 2021, the Company entered into an earn-in agreement under which the Company may acquire a 100% interest in the 4,400-hectare Heaven Lake claim block by making the following cash and share payments:

• e. Cash payment of $23,300 on signing (paid)

• f. 2,000,000 shares within 5 days of Exchange acceptance (issued)

• g. 2,000,000 shares within 12 months of signing

• h. 2,000,000 shares within 24 months of signing

• There are no work commitments or royalties payable

i) Bassano, Quebec

On September 1, 2020, the Company entered into an earn in agreement whereby the Company can earn a 100% interest in the Bassano project, which is contiguous to the Company’s Schefferville project in the province of Quebec.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

The Company can earn a 100% in the Bassano project by paying the optionor a total of $200,000 in cash, 3,500,000 shares, and completing $500,000 in exploration work, as follows:

	Cash		Shares		Work
					Commitment
Within five days of the execution date	$50,000	Paid	-		-
Within five days of TSX Venture	-		100,000	Issued	-
November 15, 2021*	$50,000	Paid	200,000	Issued	$125,000
November 15, 2022	$50,000		400,000		$125,000
November 15, 2023	$50,000		800,000		$125,000
November 25,2024	-		2,000,000		$125,000

• Subsequent to the period ended September 30, 2021, Ethos paid $50,000 and issued 200,000 related to the Bassano property valued at $48,000.

The optionor will retain a 2% NSR royalty of which the Company may purchase 1% for $1,000,000.

j) Ligneris Property, Quebec

On June 26, 2019, the Company entered into an earn in agreement with Société d'exploration minière Vior Inc. (“Vior”) whereby the Company can earn a 70% interest in the Ligneris property, located 90 km north of RouynNoranda, Quebec. The Company can earn a 51% interest in the Ligneris Property by issuing Vior 1,000,000 common shares of the Company and incurring $3,000,000 in exploration expenditures over the first four years of the agreements as follows:

	Work	Shares
	Commitment
Within ten days of TSX Venture acceptance	-	200,000	Issued
On or before June 26, 2020	$750,000*	225,000	Issued
On or before June 26, 2021	$750,000	250,000
On of before June 26, 2022	$750,000	325,000
On of before June 26,2023	$750,000	-

*Before the first anniversary the Company had satisfied its first-year work commitment.

Upon the Company earning its’ initial 51% interest in the Ligneris Property, the Company will have 60 days to elect to earn an additional 19% interest in the Ligneris Property by incurring an additional $4,000,000 in exploration expenditures over the next three years, commencing from the date of the Company’s election.

During the period ended September 30, 2021, the Company concluded a termination and release agreement with Vior whereby Ethos has accepted to renounce all of its rights under the Earn-in Agreement dated June 26, 2019 on the Ligneris project in Abitibi, Quebec in exchange for 1 million Vior shares. During the period ended September 30, 2021, the Company received 1,000,000 shares of Vior (VIO.V). The fair value of these shares was $220,000, which was recorded as a recovery against the Ligneris Property ($114,205) and the remaining ($105,795) was recorded as other income in the Statement of Loss and Comprehensive Loss.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

k) Schefferville, Quebec

On August 5, 2020, the Company staked a total of 288 km[2] area in two claim blocks in the province of Quebec: the Sable block (234 km[2] ) is centered 80 kilometers northwest of Schefferville and the Hamard block (54 km[2] ) is centered 35 kilometers due west of Schefferville. Staking costs of $80,145 are included in mineral property acquisition costs.

On October 15, 2020, Ethos announced that it has purchased a 100% interest in 206 mineral claims covering 10,018 Ha (100.2 km2) contiguous to Ethos’s newly staked Sable block, part of the Schefferville Gold Project, 85 km northwest of Schefferville, Quebec.

Purchase terms

Ethos has purchased the claims for $50,000 cash (paid) and 1.5 million shares of Ethos (issued). Additionally, there is a 2.0% NSR in favor of the vendors of which Ethos may purchase 1.0% for $1.0 million.

Schefferville Ashuanipi Property

On February 15, 2021, the Company entered into an earn-in agreement under which the Company may acquire a 100% interest in the Schefferville Ashuanipi Property by making $100,000 in cash payments (paid) and issuing 2,000,000 shares on closing (issued). Ethos has committed to spending $500,000 over three years on the claims with any shortfall resulting in a cash payment to the vendor in an amount equal to a prorated cash payment of $100,000. If the commitment is satisfied, no such payment is required. The Vendors will retain a 2.0% NSR royalty on the Property, of which 1.0% may be repurchased by the Company for $1,000,000.

l) Toogood Project

On December 22, 2020, Ethos announced that it has entered into two earn-in agreements under which Ethos may earn a 100% interest in the 6,350 hectare (63.50 km2) Toogood claim group and the 1,800 hectare (18 km2) McGrath claim group located on New World Island, approximately 65 km north of Gander, Newfoundland. These projects are situated to the north-east of the Company’s Deep Cove and Virgin Arm properties with good access by paved and gravel roads and trails. The Deep Cove, Virgin Arm, McGrath and Toogood claims will be collectively referred to as the Toogood Project.

- Toogood Claim Group Earn in Agreement:

• Ethos can earn a 100% interest in the Toogood claim group by making the following cash and share payments:

• Cash payment of $25,000 on signing (paid)

• 2,500,000 shares on TSXV approval of the entrance into the earn-in agreement (issued)

• 2,500,000 shares 12 months following signing (issued)*.

The vendor retains a 2% NSR royalty, of which the first 1% can be purchased by Ethos for $1,000,000. There are no work commitments.

During December 2020, a finder’s fee of 100,000 shares were issued in respect of the Toogood claim group transaction. The shares will be subject to a four-month hold period from the date of issuance of such shares pursuant to applicable securities laws.

• Subsequent to the period ended September 30, 2021, Ethos issued 2,500,000 related to the Toogood property valued at $600,000.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

- McGrath Claim Group Earn in Agreement:

Ethos can earn a 100% interest in the McGrath claim group by making the following share payments:

• 800,000 shares on TSXV approval of the entrance into the earn-in agreement (issued).

• 800,000 shares at 12 months following signing.

The vendor retains a 2% NSR royalty, of which the first 1% can be purchased for $1,000,000. There are no work commitments.

- Deep Cove Claim Group Earn in Agreement:

Ethos can earn a 100% interest in the Deep Cove claim group by making the following share payments:

	Cash		Shares		Work
					Commitment*
Within five days of the execution date	$65,000	Paid	-		-
Within five days of TSX Venture	-		600,000	Issued	-
On or before October 29, 2021**	$45,000	Paid	600,000	Issued	$100,000
On or before October 29, 2022	$50,000		800,000		$100,000
On or before October 29,2023	$120,000		1,200,000		$100,000

• Ethos shall incur exploration costs of $100,000 per year on the Deep Cover claim block. ** Subsequent to the period ended September 30, 2021, Ethos paid $45,000 and issued 600,000 related to the Deep Cove property valued at $144,000.

The vendor retains a 2% NSR royalty, of which the first 1% can be purchased for $1,000,000.

- Virgin Arm Claim Group Earn in Agreement:

Ethos can earn a 100% interest in the Virgin	claim group by	making the following share payments:	making the following share payments:	making the following share payments:
	**Cash **		Shares
Within five days of the execution date	$60,000	Paid	-
Within five days of TSX Venture	-		400,000	Issued
On or before October 29, 2021	$75,000	Paid	600,000*	Issued
On or before October 29, 2022	$90,000		800,000
On or before October 29,2023	$150,000		1,200,000

• Subsequent to the period ended September 30, 2021, Ethos paid $75,000 and issued 600,000 related to the Virgin Arm property valued at $144,000.

The vendor retains a 3% NSR royalty, of which the first 1.5% can be purchased for $1,500,000. There are no work commitments.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

Fairbanks Earn-in Agreement:

FairbanksEarn-in Agreement:
	Cash		Shares
Within five days of the execution date	$50,000	Paid	-
Within five days of TSX Venture	-		400,000	Issued
On or before June 15, 2022	$50,000		300,000
On or before June 15, 2023	$50,000		400,000
On or before June 15,2023	$50,000		600,000

During the period ended September 30, 2021, the Company issued 400,000 common shares relating to the acquisition of Fairbanks mineral property with a fair value of $172,000.

m) Iron Point Property, Nevada, USA

On May 16, 2019, the Company entered into an earn in agreement with Victory Metals Ltd. (“Victory”) whereby the Company can earn a 50% undivided interest in the gold and silver rights at Victory’s Iron Point vanadium project, located 35 km east of Winnemucca, Nevada. The Company can earn its 50% undivided interest by spending $5,000,000 over three years, including a minimum of $1,000,000 (incurred) in the first year. Following the earn-in, a 50-50 joint venture will be formed between the Company and Victory, exclusive to the gold and silver rights on the Iron Point property. On May 22, 2020, the Company and Victory amended the earn in agreement whereby the Company must expend $5,000,000 over five years (previously three years), including $1,000,000 (incurred) in the first year. Commencing on the first anniversary of the agreement, the Company must spend at least US$250,000 each year in exploration expenditures.

During the period ended September 30, 2021, the Company concluded a termination and release agreement (the "Agreement") with Nevada King Gold Corp. ("Nevada King") whereby Ethos has accepted to renounce all of its rights under the Earn-in Agreement dated May 16, 2019 on the Iron Point project in Humboldt County, Nevada in exchange for 6.5 million shares of Nevada King. As consideration for the renunciation of the Iron Point Project, Nevada King has agreed to issue to Ethos, 6,500,000 shares of Nevada King. The shares are subject to a voluntary hold period of twelve months from the date of issuance. During the nine months ended September 30, 2021, the Company recorded a net amount of $2,264,705 in other income representing the fair value of the Nevada King shares at issuance date ($2,470,000) offset by the expenditures incurred in the property as at the issuance date ($205,295).

5. ACCOUNTS RECEIVABLE

	September 30, 2021	December 31, 2020
GST receivable	157,395	67,551
QST receivable	238,059	237,743
Other	1,575	1,575
Balance	397,029	306,869

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

6. INVESTMENTS

	Fair value Jan 1,2020	Additions Dec 31, 2020	Disposals Dec 31, 2020	Fair value adjustment Dec 31, 2020	Fair value Dec 31, 2020
Common shares	$ 418,000	$ 198,000	$-	$ 542,000	$ 1,158,000
	Fair value Jan 1, 2021	Additions September 30, 2021	Disposals September 30, 2021	Fair value adjustment September 30, 2021	Fair value September 30, 2021
Common shares	$1,158,000	$ 2,690,000	$ (558,517)	$ (211,983)	$ 3,077,500

7. TAX CREDIT RECEIVABLE

As at September 30, 2021, the Company has tax credits receivable of $Nil (December 31,2020 - $106,138).

8. PROPERTY, PLANT AND EQUIPMENT

During the year ended December 31, 2019, the company acquired a building in the province of Quebec, Canada for total proceeds of $69,168. During the year ended December 31, 2020 the Company sold the building in Quebec for proceeds $78,861 of and realized a gain on the sale of $10,383.

9. SHARE CAPITAL

• (a) Authorized

Unlimited number of common shares without par value Unlimited number of preferred shares without par value

• (b) Common shares – issued and outstanding

Common shares - At September 30, 2021 the Company had 135,538,128 (December 31, 2020 – 94,892,015) common shares issued and outstanding.

Preferred shares – At September 30, 2021 and December 31, 2020 no preferred shares were issued and outstanding.

Nine months ended September 30, 2021:

Shares issued for property acquisition (Note 4)

On February 18, 2021, the Company issued 2,600,000 common shares relating to the acquisition of the Toogood mineral property with a fair value of $494,000.

On February 18, 2021, the Company issued 600,000 common shares relating to the acquisition of the Deep Cove claim group with a fair value of $114,000.

On February 18, 2021, the Company issued 400,000 common shares relating to the acquisition of the Toogood mineral property with a fair value of $76,000.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

On March 11, 2021, the Company issued 800,000 common shares relating to the acquisition of the McGrath claim group with a fair value of $176,000.

On March 29, 2021, the Company issued 2,000,000 common shares relating to the acquisition of the Ashuanipi Property with a fair value of $360,000.

On March 29, 2021, the Company issued 500,000 common shares relating to the acquisition of the Fairchild Lake mineral property with a fair value of $90,000.

On April 12, 2021, the Company issued 2,000,000 common shares relating to the acquisition of the Heaven Lake mineral property with a fair value of $380,000.

On April 27, 2021, the Company issued 2,400,000 common shares relating to the acquisition of Campbell Lake mineral property with a fair value of $480,000.

On August 6, 2021, the Company issued 400,000 common shares relating to the acquisition of Fairbanks mineral property with a fair value of $172,000.

On August 26, 2021, the Company issued 450,000 common shares relating to the acquisition of Perk-Rocky mineral property with a fair value of $225,000.

On September 20, 2021, the Company issued 1,000,000 common shares relating to the acquisition of Savant Lake mineral property with a fair value of $270,000.

Private placements

On April 1, 2021, the Company closed the first tranche of its 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.

• 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 nonflow through common share purchase warrant.

• 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.

• 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 (“VWAP”) basis of $0.60 or more for a period of ten consecutive trading days.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

On April 27, 2021, Ethos closed a private placement consisted of the following:

• a British Columbia flow through private placement of 769,500 flow through units priced at $0.24 per unit for gross proceeds of $184,680. 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 (“VWAP”) basis of $0.60 or more for a period of ten consecutive trading days.

On June 8, 2021, Ethos closed a private placement consisted of the following:

• a flow through private placement of 5,555,556 flow-through units priced at $0.24 per unit for gross proceeds of $1,333,334. Each unit consisted of one flow through share, and one half of one non-flow through common share purchase warrant (each whole warrant, a "warrant"). Each warrant is exercisable into one common share of the Company at an exercise price of $0.30 for a period of two years.

On August 6, 2021, the Company closed a non-brokered private placement consisted of the following:

• a private placement of 7,080,638 units priced at $0.32 per unit of gross proceeds $2,265,804. Each unit consisted of one common share of the Company and one half of one common share purchase warrant of the Company. Each warrant is exercisable into one common share at an exercise price of $0.45 for a period of two years from closing of the Private Placement.

In connection with the private placements closed during the nine months ended September 30, 2021, the Company paid $167,657 in share issuance costs and issued 472,347 finders warrants valued at $36,751. The Company also issued 250,000 shares for finders’ fees valued at $80,000 as at issuance date.

In connection with the private placements closed during the nine months ended September 30, 2021, a premium was received for the flow-through shares resulting in an initial liability of $557,931 (Note 14).

Warrants issued

During the nine months ended September 30, 2021, the Company issued 1,838,420 common shares relating to the exercise of warrants for gross proceeds of $448,029.

Options exercised:

On August 19, 2021, the Company issued 50,000 common shares relating to the exercise of options for gross proceeds of $11,000.

Nine Months Ended September 30, 2020

Common shares - At September 30, 2020 the Company had 88,992,015 (December 31, 2019 – 63,217,013) common shares issued and outstanding.

Preferred shares – At September 30, 2020 and December 31, 2019 no preferred shares were issued and outstanding.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

On September 3, 2020, the Company completed a private placement of 10,000,000 units priced at $0.14 per unit for gross proceeds of $1,400,000. Each unit comprises of one common share, and one half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at an exercise price of $0.20 for a period of two years. The common share purchase warrants are 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 $0.40 or more for a period of ten consecutive trading days. In connection with the financing, the Company paid finders fees of $5,390 in cash and issued 116,925 finder’s warrants ($19,608) entitling the holder to purchase one common share of the Company at an exercise price of $0.20 for a period of two years. The Company incurred additional share issuance costs of $15,137.

On September 3, 2020, the Company completed an Ontario flow through private placement of 2,000,000 flow through units priced at $0.16 per unit for gross proceeds of $320,000. Each unit comprises one flow through share, and one half of one non-flow through common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at an exercise price of $0.22 for a period of two years. The common share purchase warrants are subject to acceleration at the Company’s discretion in the event its common shares trade on the TSX Venture Exchange on a VWAP basis of $0.40 or more for a period of ten consecutive trading days.

On September 3, 2020, the Company completed a British Columbia charity flow through private placement of 3,000,000 flow through units priced at $0.18 per unit for gross proceeds of $540,000. Each unit comprises one flow through share, and one half of one non-flow through common share purchase warrant. Each whole warrant will be exercisable into one common share of the Company at an exercise price of $0.24 for a period of two years. The common share purchase warrants are subject to acceleration at the Company’s discretion in the event its common shares trade on the TSX Venture Exchange on a VWAP basis of $0.40 or more for a period of ten consecutive trading days.

On September 3, 2020, the Company completed a non-brokered private placement of 10,000,000 units priced at $0.21 per unit for gross proceeds of $2,100,000. Each unit comprises one common share, and one half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at an exercise price of $0.28 for a period of two years. The common share purchase warrants are subject to acceleration at the Company’s discretion in the event its common shares trade on the TSX Venture Exchange on a VWAP basis of $0.55 or more for a period of ten consecutive trading days. In connection with the financing, the Company paid finders fees of $33,948 in cash and issued 109,375 finder’s warrants ($15,914) entitling the holder to purchase one common share of the Company at an exercise price of $0.28 for a period of two years. The Company incurred additional share issuance costs of $39,883.

On August 11, 2020, the Company issued 225,000 common shares relating to the acquisition of the Ligneris mineral property with a fair value of $60,750.

On August 4, 2020, the Company issued 100,000 common shares relating to the acquisition of the Pine Pass mineral property with a fair value of $17,000.

On May 7, 2020, the Company issued 450,000 common shares relating to the acquisition of the Perk Rocky mineral property with a fair value of $49,500.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

(c) Share purchase options

Share purchase options are granted at an exercise price equal to the estimated fair value of the Company’s common shares on the date of the grant. On June 22, 2020, the Company implemented a new Share Option Plan for the benefit of directors, employees, management company employees and consultants of the Company. The Plan provides that the directors of the Company may grant options to purchase common shares on terms that the directors may determine. The maximum aggregate number of common shares that may be reserved for issuance under the Plan is 10% of the issued and outstanding common shares of the Company at the time of grant.

On May 20, 2021, Ethos granted of a total of 3,760,000 incentive stock options to directors, officers, and consultants of the Company. Each option is exercisable to purchase one common share of the Company for five years at a price of $0.225 per common share in accordance with the terms of the Company's stock option plan. On August 3, 2021, Ethos granted of a total of 500,000 incentive stock options to directors, officers, and consultants of the Company. Each option is exercisable to purchase one common share of the Company for five years at a price of $0.42 per common share in accordance with the terms of the Company's stock option plan.

A summary of the status of the Company’s share purchase options outstanding is presented below:

	September 30, 2021 Number of Shares Weighted Average Exercise Price	December 31, 2020
		Number of Shares Weighted Average Exercise Price
Outstanding at beginning of period Granted Expired/Cancelled Exercised	9,115,000 $0.20 4,260,000 $0.23 (2,065,000) $0.23 (50,000) $0.22	5,340,000 $0.20 4,000,000 $0.22 (225,000) $0.15 -
Outstanding at end of period	11,260,000 $0.20	9,115,000 $0.20

As at September 30, 2021, the following share purchase options were outstanding and exercisable:

Expiry date	Outstanding Options	Weighted Average Exercise Price	Weighted Average Remaining contractual life (in years)	Exercisable Options
Jan 10, 2022	400,000	$0.20	0.28	400,000
Jun 26, 2023	1,750,000	$0.17	1.74	1,750,000
Dec 4, 2023	350,000	$0.20	2.18	350,000
May 31, 2024	600,000	$0.20	2.67	600,000
Nov 5, 2025	3,900,000	$0.22	4.10	3,900,000
May 20, 2026	3,760,000	$0.23	4.64	3,760,000
Aug 3,2021	500,000	$0.42	4.84	500,000
	11,260,000	$0.22	3.87	11,260,000

The following weighted-average grant date assumptions were used in valuing share purchase options granted during the nine months ended September 30, 2021 to directors, officers and employees. The Company determines the fair value of options granted using the Black-Scholes model for share purchase options issued to employees. The

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

Company determines the fair value of share purchase options issued to non-employees using the value of services provided by the non-employees.

	September 30, 2021	December 31, 2020
Weighted average share price	0.14-0.24	0.12
Weighted average exercise price	0.225-0.42	0.22
Risk-free interest rate	0.75-0.94%	0.38%
Expected volatility(1)	68%	68%
Expected years of option life(2)	5	5
Expected dividends	Nil	Nil

(1) The volatility was calculated using the Company’s historical information and industry benchmarks.

(2) The effects of early exercise were not incorporated into the model as the options are expected to be held for the contractual life.

(c) Share purchase warrants

As at September 30, 2021 the Company had share purchase warrants outstanding entitling the holders to acquire common shares as follows:

Balance, beginning of period Granted Exercised Expired Balance, end of period	September 30, 2021 Number of warrants Weighted Average Exercise Price 21,993,584 $0.27 13,151,191 $0.37 (1,838,420) $0.20 (5,001,470) $0.35 28,304,885 $0.32	December 31, 2020
		Number of warrants Weighted Average Exercise Price
		12,267,286 $0.20 13,226,298 $0.24 - - (3,500,000) $0.30
		21,993,584 $0.27

As at September 30, 2021, the Company had share purchase warrants outstanding entitling the holders to acquire common shares as follows:

Expiry date	Outstanding	Weighted average	Weighted average
	warrants	exercise price	remaining life (in years)
November 28, 2021	2,855,817	$0.30	0.16
September 3, 2022	4,078,864	$0.20	0.93
September 3, 2022	101,455	$0.20	0.93
September 3, 2022	1,000,000	$0.22	0.93
September 3, 2022	1,500,000	$0.24	0.93
September 3, 2022	4,520,083	$0.28	0.93
September 3, 2022	97,475	$0.28	0.93
November 17, 2022	500,000	$0.40	1.13
April 1, 2023	5,975,999	$0.40	1.50
April 1, 2023	127,272	$0.22	1.50
April 1, 2023	29,166	$0.24	1.50
April 1, 2023	190,909	$0.40	1.50
April 27, 2023	384,750	$0.40	1.57
September 4, 2023	500,000	$0.15	1.93
June 8, 2023	2,777,777	$0.30	1.69

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

Expiry date	Outstanding	Weighted average	Weighted average
	warrants	exercise price	remaining life (in years)
August 6, 2023	3,540,318	$0.45	1.85
August 6, 2023	125,000	$0.45	1.85
Balance, September 30, 2021	28,304,885	$0.32	0.20

10. ACCOUNTS PAYABLE

	September	30, 2021		December 31, 2020
Accounts payable and accrued	$	248,070	$	119,802
liabilities
	$	248,070	$	119,802

11. RELATED PARTY TRANSACTIONS

Related party transactions are recorded at the exchange amount as agreed to by the parties. Related party transactions not otherwise disclosed in these financial statements are:

		September 30, 2021		September 30, 2020
Consulting fees	$	355,403	$	123,000
Share-based compensation		320,165		-
	$	675,568	$	123,000

Due to/from related parties

As at September 30, 2021, amount due to/from related parties is $Nil (2020 – $10,500).

12. SUPPLEMENTAL CASH FLOW INFORMATION

PPLEMENTAL CASH FLOW INFORMATION
Interest received Interest paid	2021 2020
	$19,017 $ 16,838 - -

During the nine months ended September 30, 2021, the Company entered into the following non-cash transactions:

• The Company recognized $2,837,000 in mineral interest acquisition costs related to 13,150,000 common shares issued for mineral properties (Note 4).

• The Company closed various private placements during the period ended September 30, 2021 (Note 9). connection with these private placements, Company issued an aggregate of 472,347 finders warrants valued at $36,751 at issuance date and issued 250,000 shares of the Company for finders’ fees valued at $80,000 at issuance date. In addition, a premium was received for the flow-through shares resulting in a liability of $557,931 (Note 14).

During the nine months ended September 30, 2020, the Company entered into the non-cash transactions:

• The Company recognized $49,500 in mineral interest acquisition costs related to 450,000 common shares issued for mineral properties (Note 4).

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

13. SEGMENT INFORMATION

• (a) The Company operates in one industry segment (note 1).

• (b) At September 30, 2021 and December 31, 2020, the Company’s mineral interests were located as follows:

	September 30, 2021	December 31, 2020
Mineral interests
British Columbia, Canada	715,501	415,501
Ontario, Canada	1,975,400	727,100
Quebec, Canada	986,145	640,350
Newfoundland, Canada	1,232,000	150,000
	$ 4,909,046	$ 1,932,951

The Company’s other assets and liabilities and net expenses are attributable to its corporate office and exploration and project evaluation activities in Canada and United States.

14. FLOW THROUGH SHARE PREMIUM LIABILITY

Flow-through share premium liabilities include the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability portion of the flow-through shares issuance.

Balance at December 31, 2019 Settlement of flow-through share liability on incurring expenditures Balance at December 31, 2020 Liability incurred on flow-through shares Settlement of flow-through share liability on incurring expenditures Balance at September 30, 2021	$ 653,163 (368,227)
	$ 284,936 557,931 (480,032) $ 362,835

In November 2019, the Company completed a non‐brokered private placement of 6,531,632 flow-through shares at a price of $0.27 per share for gross proceeds of $1,763,541. A premium of $0.10 per unit was received for the flowthrough shares resulting in an initial liability of $653,163.

On April 1, 2021, the Company completed a non‐brokered private placement of 2,796,169 flow-through shares at a price of $0.24 per share for gross proceeds of $671,080. A premium of $0.05 per unit was received for the flowthrough shares resulting in an initial liability of $139,808.

On April 1, 2021, the Company completed a non‐brokered private placement of 716,666 flow-through shares at a price of $0.24 per share for gross proceeds of $172,000. A premium of $0.05 per unit was received for the flowthrough shares resulting in an initial liability of $35,833.

On April 1, 2021, the Company completed a non‐brokered private placement of 5,161,365 flow-through shares at a price of $0.22 per share for gross proceeds of $1,135,500. A premium of $0.03 per unit was received for the flowthrough shares resulting in an initial liability of $154,841.

On April 1, 2021, the Company completed a non‐brokered private placement of 3,277,800 flow-through shares at a price of $0.25 per share for gross proceeds of $819,450. A premium of $0.06 per unit was received for the flowthrough shares resulting in an initial liability of $196,668.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

On April 27, 2021, the Company completed a non‐brokered private placement of 769,500 flow-through shares at a price of $0.24 per share for gross proceeds of $184,680. A premium of $0.04 per unit was received for the flowthrough shares resulting in an initial liability of $30,780.

The flow-through liability is amortized to Other Income in the Statement of Loss and Comprehensive Loss, based on the percentage of the eligible expenditures incurred during the period. As at September 30, 2021, the Company has an obligation to spend $92,931 in flow-through proceeds by December 31, 2021 and $1,886,474 by December 31, 2022, by which time the outstanding flow-through share premium liability of $362,835 will be settled when these flow-through expenditures are made.

15. MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard its ability to pursue its objectives. The Company measures its capital as its shareholders’ equity. The Company’s primary source of capital is the issuance of equity.

The Company manages and adjusts its capital structure whenever changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek additional funding.

The Company may require additional funding to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required but recognizes there will be risks involved that may be beyond its control.

The Company expects its current capital resources will be sufficient to carry out its exploration plans and operations through at least the next twelve months. There are no external restrictions on the Company’s capital.

16. MANAGEMENT OF FINANCIAL RISK

The Company is exposed to credit risk, liquidity risk and interest rate risk from its financial instruments which include cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities. The Company is not exposed to significant market or other price risks.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash and short-term investments are on deposit at a major financial institution. Amounts receivable consist primarily of goods and services tax refunds due from the Government of Canada and are neither past due nor impaired. As such, the Company considers its exposure to credit risk to be minimal.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. The Company is exposed to liquidity risk through its accounts payable, accrued liabilities and amounts due to related parties, which are all due on demand. The Company uses cash forecasts to ensure as far as possible that there is sufficient cash on hand to meet short-term business requirements. Cash is invested in highly liquid investments which are available to discharge obligations when they come due.

ETHOS GOLD CORP. Notes to the Condensed interim consolidated financial statements For the Nine Months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars) – Unaudited

Interest rate risk

Interest rate risk is the risk that changes in interest rates will affect the fair value or future cash flows of the Company's financial instruments. The Company is exposed from time to time to interest rate risk as a result of holding fixed rate temporary investments of varying maturities. The Company reduces the risk that it will realize a loss as a result of a decline in the fair value of these investments by limiting these investments to highly liquid securities with short-term maturities.

As at September 30, 2021, the Company estimates that a 1% change in prevailing interest rates would change the fair value of future cash flows from the Company’s financial instruments by approximately $30,775 (December 31, 2020 - $11,000).

17. SUBSEQUENT EVENTS

Subsequent to the period ended September 30, 2021, the following events took place:

• On October 8, 2021, the Company granted an aggregate of 2,050,000 incentive stock options to directors, officers, and consultants of the Company. Each option is exercisable to purchase one common share of the Company for five years at a price of $0.26 per common share in accordance with the terms of the Company's stock option plan.

• On October 12, 2021, the Company issued 50,000 shares upon the exercise of options for gross proceeds of $11,250.

• On October 13, 2021, the Company issued 600,000 common shares relating to the acquisition of Gaffney Gold mineral property with a fair value of $168,000.

• On October 29, 2021, the Company issued 4,400,000 common shares relating to the acquisition of the following mineral properties:

• Deep Cove – 600,000 common shares with a fair value of $108,000.

• o Virgin Arm – 600,000 common shares with a fair value of $108,000.

• TooGood – 2,500,000 common shares with a fair value of $450,000.

• o Bassano – 200,000 common shares with a fair value of $36,000.

• FairChild – 500,000 common shares with a fair value of $90,000.

• On November 23, 2021, Ethos closed a non-brokered private placement consisted of 2,752,110 flow-through units priced at $0.41 per unit. Each unit consist of one flow through share, and one half of one non-flow through common share purchase warrant. Each Warrant is exercisable into one common share of the Company at an exercise price of $0.48 for a period of two years. The Private Placement is subject to the acceptance of the TSX Venture Exchange and all securities issued or issuable under the Private Placement are subject to a 4-month hold period expiring on March 24, 2022.