Ethos Gold Corp.

Ethos Gold Corp.

November 02, 2015 09:00 ET

Ethos Provides Letter to Shareholders Regarding Zootly, LLC Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 2, 2015) - Ethos Gold Corp. ("Ethos") (TSX VENTURE:ECC)


Dear Ethos shareholders,

While you may have already seen the recent Ethos Gold Corp. ("Ethos") (TSX VENTURE:ECC) October 26, 2015 announcement, I wanted to personally reach out to all of you and provide some additional insights and background that led up to the announcement. Over the past three years, Ethos has evaluated a large number of proposed deals; all of which underwent comprehensive due diligence and careful scrutiny.

In Zootly, LLC ("Zootly"), we found what we believe to be an exciting opportunity driven by strong management, innovative technology and growth potential, all focused on a business model that aimed at revolutionizing the moving and logistics industry.

Before I call out some of the highlights of Zootly, I would like to take a moment to describe what Zootly actually does. Focused on the residential and commercial moving industry, Zootly is a technology platform that integrates a consumer application and a driver side application, and leverages proprietary logistics software to coordinate underutilized truck capacity, timing, logistics and load sizes. Zootly does not have its own fleet of trucks, rather, it allows moving companies to join the Zootly network and benefit from improved utilization of its trucks. Most everyone at one time or another has experienced the hassle of moving; Zootly is dedicated to improving the experience with no minimum fees, by the minute pricing, real-time tracking of your moving vehicle, automatic payment processing, and electronic forms, in addition to a host of other advantages that are not available in the low-tech, traditional moving industry.

Collaborative Economy:

Innovators like Uber Technologies Inc. in ride sharing and Airbnb Inc. in rental accommodations have captured market share of both consumers and investors who see the power of "Collaborative Economy" business models. Uber does not have its own fleet of cars, and Airbnb does not have a portfolio of rental properties, however both leverage underutilized inventories, and provide a technology platform where consumers can easily access them. Zootly is setting out to do the same thing in the moving industry.

Technology and Innovation:

While Zootly is focused on the moving industry, it is first and foremost a technology company. Over the past 18 months, Zootly has developed and refined its technology platform to be intuitive and easy to use. Zootly has a pending US patent application related to its process and technology and intends to file additional applications related to its intellectual property. Zootly's best in class technology team is located in the internationally renowned technology hub of Kitchener-Waterloo, Ontario.

First Mover Advantage After Two Years of Development

Zootly officially launched in October 2015. However, it has been operating in "stealth mode" during an extensive pilot program in New York City. During this pilot program, Zootly completed over 750 moves, enabling it to better understand customer and mover requirements as, well as aggregate valuable data as to pricing, seasonality and other business and market factors. While it may be a newcomer to the moving industry, Zootly has amassed 18 months of experience and operational know-how that cannot be easily replicated.

Largest Fleet in New York

To date, Zootly has "onboarded" over 25 moving companies onto its technology platform, which translates into over 250 moving trucks in the New York City area. Zootly estimates that no other moving company in the New York City market has anywhere near as much capacity. From a customer perspective, we believe that consumers will see that Zootly has greater resources to efficiently service their move.

Large, Addressable Markets

Zootly has chosen to launch in New York, the largest metropolitan market in the United States. The United States moving and storage industry size was estimated to be worth USD$12.6 billion in 2014 (American Moving & Storage Association), with the New York metro market as the largest within the United States representing 7.5% of the total United States population (United States Census Bureau).

Integrated Marketing Campaign

Moving companies have typically had minimal marketing programs and consumers see minimal differentiation between competitors. Alongside technology, marketing is a major focus of the Zootly team. The Zootly brand and marketing program are designed to continually reinforce the advantages of Zootly, both technological and operational.

Working with Regulatory Frameworks

As many people have read, companies like Uber have raised the ire of competitors and regulators, as it has tried to disrupt established regulatory standards. In the case of Zootly, the company has already received its moving license from the New York Department of Transportation, and abides by the same standards that govern existing industry participants.

Future Roll-Outs

Zootly's technology and business model have been architected to be modular and scalable. While New York City is Zootly's first launch city, Zootly has plans for an incremental rollout in 2016 and 2017 to expand into additional core market cities.

Financial Model

As Zootly continues to scale, we expect to benefit from the margins and cash generation potential associated with its minimal capital expenditure business model. Zootly receives a 25% revenue share for all moves processed through the Zootly app. From a cost perspective, Zootly's primary costs are technology (which we expect will largely be fixed) and marketing related (which will vary depending on launch schedule). We believe that revenue growth has significant potential as Zootly has expansion opportunities both domestically and internationally.

Unique Business Opportunity

As previously mentioned, collaborative economy companies like Uber, Lyft, PostMates, Instacart have captured significant consumer market share and attention, and the same has been true of the investment market. However, investment in these market innovators has been largely restricted to venture capitalists. Zootly's go-public strategy with Ethos will provide Ethos shareholders with one of the first opportunities for investors to participate in a "Collaborative Economy" company.

Gary Freeman

President, Ethos Gold Corp.

This shareholder information letter is being issued for the benefit of the existing shareholders of Ethos, and is not, nor should it be interpreted to be, an investment recommendation or an offer to trade in the securities of Ethos, Zootly or any other entity.

Trading in the common shares of Ethos on the TSX Venture Exchange is halted and is expected to remain so until the completion or termination of its proposed transaction with Zootly.

The proposed Ethos-Zootly transaction is subject to the sponsorship requirements of the TSX Venture Exchange. The parties intend to apply for an exemption from theses sponsorship requirements. In the event that an exemption is not available, a sponsor will be identified at a later date and will be announced in a press release of Ethos. In any event, an agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion of the proposed transaction.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested Ethos shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Ethos Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the proposed Ethos change of business and Zootly reverse takeover may not be accurate or complete and should not be relied upon. Trading in the securities of Ethos should be considered highly speculative.

Forward-Looking Statement Cautions:

This shareholder letter contains forward-looking information as defined under applicable Canadian securities legislation, principally with respect to: Zootly's business objectives and prospects; anticipated operational and market trends in the United States residential and commercial moving industry; conditions relating to the completion of the Ethos-Zootly transaction (as more particularly described in Ethos' October 26, 2015 news release); receipt of TSX Venture Exchange approval of the proposed transaction; and approval of Ethos' shareholders of the proposed transaction. Forward-looking information may be identified by words such as "anticipate," "believe," "estimate," "intend," "expect," "may," "will," "should," "potential," "plan" or other similar terms. Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information. Neither Zootly nor Ethos can give any assurance that any of the events anticipated will transpire or occur or, if any of them do, what benefits or costs if will derive from them. By its nature, forward-looking information is subject to numerous risks and uncertainties including, but not limited to, acts of God, the impact of general economic conditions, changing domestic and international moving and logistics industry conditions, volatility of fuel prices, terrorism, currency fluctuations, interest rates, risks specific to the moving and logistics industry, the ability of management to implement Zootly's and Ethos' operational strategy, the ability to attract qualified management and staff, and additional risks factors which may arise from time-to- time. Although Zootly and Ethos each believe that the expectations reflected in such forward-looking information are reasonable, neither can give any assurance that these expectations will prove to have been correct, and since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such forward-looking statements. These material factors and assumptions may prove to be incorrect. All forward-looking information in this shareholder letter is as of the date of this letter. Neither Zootly nor Ethos undertakes any obligation to update any such forward-looking information, whether as a result of new information.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Ethos Gold Corp.
    Gary Freeman
    President & CEO
    (604) 682-4750