ECC Ethos Gold Corp

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES. 


Further to its press release of September 26, 2012 whereby Zidane Capital Corp.
(TSX VENTURE:ZZE.P) ("Zidane") announced its proposed acquisition of all of the
issued and outstanding securities of Grid Essence Holdings Ltd. ("Grid Essence")
(the "Transaction"), Zidane is pleased to announce that Grid Essence, a private
company established to become a global independent power producer producing
energy from 100% renewable energy sources through its ownership and operation of
renewable energy producing plants, has engaged Jacob Securities Inc. (the
"Agent") to complete a brokered private placement (the "Private Placement") for
aggregate gross proceeds of $15,000,000 through the issuance of units ("Units")
at a price to be determined in the context of the market (the "Issue Price"). 


Each Unit is expected to be comprised of one (1) common share (each, a "Private
Placement Share") and one-half (1/2) of one common share purchase warrant (each
whole warrant, a "Private Placement Warrant") of Grid Essence. Each Private
Placement Warrant will entitle the holder thereof to purchase, for a period of
24 months from the closing of the Private Placement, a common share in the
capital of Grid Essence. On closing of the Transaction, the Private Placement
Shares and Private Placement Warrants will be exchanged for Zidane common shares
and common share purchase warrants, on a post-consolidation basis, on a one for
one basis. 


In connection with the Private Placement, the Agent will receive (i) a cash
commission of 6% of the total proceeds of the Private Placement, and (ii)
compensation options to acquire such number of units (each, a "Private Placement
Agent's Option Unit") (following the completion of the Transaction) which is
equal to 6% of the aggregate number of Units sold. Each Private Placement
Agent's Option Unit shall be comprised of one (1) Grid Essence Share and one
half (1/2) of one full warrant to acquire one Grid Essence Share for a period of
two years from the completion of the Transaction at an exercise price equal to
the Issue Price.  


In addition to the Private Placement, Grid Essence intends to complete a
financing (the "Debenture Offering") for minimum gross proceeds of not less than
$15,000,000 through the issuance of debentures (the "Debentures"). The
Debentures will be convertible into units ("Debenture Units") of Grid Essence,
at a price equal to 80% of the Transaction price immediately prior to the
closing of the Transaction. Each Debenture Unit shall consist of one (1) common
share (a "Debenture Share") and one-half (1/2) of one share purchase warrant (a
"Debenture Warrant"). Each Debenture Warrant shall entitle the holder thereof to
purchase, for a period of 24 months from the closing of the Debenture Offering.
On closing of the Transaction, the Debenture Shares and Debenture Warrants will
be exchanged for Zidane common shares and common share purchase warrants, on a
post-consolidation basis, on a one for one basis. 


Insiders, Officers and Board of Directors of the Resulting Issuer 

Upon completion of the Transaction (the terms of which are set out in Zidane's
press release dated September 26, 2012), it is anticipated that the board of
directors of the Resulting Issuer shall be comprised of Josef Barr, Steve
Bourbonnais, Nicolaus Diedrich, Mark Thompson and Jay Vieira. In addition, it is
expected that the officers of the Resulting Issuer shall be Steve Bourbonnais
(Chief Executive Officer), Josef Barr (Executive Chairman) and Igal Shany (Chief
Financial Officer). 


The following sets outs the names and backgrounds of all persons who are
expected to be considered insiders of the Resulting Issuer. 


Josef Barr, Executive Chairman and Director 

Mr. Barr, who is the co-founder of Grid Essence, is the founder of Premium
Investments AG, a Switzerland based real estate investment firm. During the last
30 years, Mr. Barr has developed, financed and constructed various high profile
real estate ventures in Germany with more than 1,900 loft conversions and a
portfolio of 1,000 apartments managed by his real estate team. He is also the
founder of Green Enesys GmbH, a Switzerland based renewable energy business
integrator. An entrepreneur at heart, Mr. Barr has over 8 years of experience
within the renewable energy project development. Over the years, Mr. Barr has
built a strong network of financing partners in European banks, EPC providers
and project developers in both real estate and renewable energy space. 


Steve Bourbonnais, Chief Executive Officer and Director 

Mr. Bourbonnais, is the co-founder of Grid Essence and has 16 years business
experience including the financing of various energy and emerging oil companies.
He is the founder of Euro Catalysts Capital SA ("ECC"), a Swiss based corporate
finance advisory firm focused on the renewable energy sector. Mr. Bourbonnais
has been instrumental in achieving several public reverse take-overs, including
one within the renewable energy sector. Over the years via his entrepreneurial
deal making, he has built important business relationships with many
international investment banks, infrastructure funds and other institutional
investors including key renewable energy players. Before ECC, Mr. Bourbonnais
started his career with his CFE license as a futures trader in Toronto and moved
on to Credit Lyonnais Rouse in New York, as head of FX proprietary trading. He
graduated in 1995 and holds a B.A. in Economics from Bishop's University in
Quebec, Canada. 


Igal Shany, Chief Financial Officer

Mr. Shany has extensive experience in international business development and
finance. Between 2010 and 2012, Mr. Shany was Vice President - Business
Development and Marketing for Siemens Solar Thermal Energy where he was
responsible for the development of the company's world wide strategy and
developing alliances endorsing solar thermal technology. From 2009 to 2010, Mr.
Shany was the Chief Financial Officer for Solel Solar Thermal, an international
manufacturer, developer and integrator of solar thermal solutions, where he was
involved in the acquisition of the company by Siemens for $418 million in 2010.
From 2008 to 2009, he was Corporate Vice President - Business Development,
Strategy, M&A for Spansion, a NYSE listed company that is a provider of flash
memory technology. Between 2000 and 2008, he was the Chief Financial Officer for
Saifun Semiconductors, a NASDAQ listed company involved in IP licensing and
services in the semiconductor memory space .Mr. Shany holds a BA of Economics
and Accounting and MBA form Tel Aviv University. In addition he is a licensed
CPA. 


Nicolaus Diedrich, Director 

Since 2007 Mr. Diedrich has been the managing partner in several companies
involved in the renewable energy and real estate sector with a focus on managing
3P Solar, a renewable energy and private equity fund asset manager and a 70MW
CSP project development in Greece. With 3P Condor and 3P Invest, 3P Solar's
business includes a Luxemburg based fund company and a real estate asset
management and development unit. Prior to his involvement with 3P Solar, Mr.
Diedrich spent 7 years in investment banking / global markets at Deutsche Bank
and Merrill Lynch with focus on ABS and structured finance and 15 years at
Commerzbank and Westdeutsche Landesbank running the trading and sales
departments in fixed income and derivative products. Mr. Diedrich holds a MBA in
economics from the University of Cologne, Germany. 


Mark Thompson, Director 

Mr. Thompson is the founder and director of Tiptree House Ltd., a private
advisory firm that specializes in clean tech investment. Mr. Thompson focuses on
the development of high growth businesses for an international client base,
spanning Europe, India and North America. In addition, he is currently a
director of a venture backed recycling business and a Building Society. Mr.
Thompson was the Head of Research at Religare Capital Markets, a director at
CanaccordAdams and ran the ISIS Ecotec global environmental technology fund. In
1997 he began his finance career with Impax Group and helped finance renewable
energy companies across Europe and the US. Mr. Thompson is a member of the FTSE
Environmental Markets Committee, which approves and monitors companies going
into all the FTSE environmental indices and is a well-known speaker on financing
renewable energy companies. Mr. Thompson is a CFA charter holder, a Chartered
Engineer and a graduate of London Business School. His first degree is in
Mechanical Engineering and his early career was spent as an officer in the
British Army. 


Jay Vieira, Director 

Mr. Vieira is, and has been since 2006, a partner with the law firm of Fogler,
Rubinoff LLP, Toronto, Ontario. Prior to that and since 2000, Mr. Vieira was an
associate with Sui & Pathak, Sui & Company and Himlefarb, Prozanski as well as
being a sole practitioner. Mr. Vieira focuses on the area of securities and
corporate finance. Mr. Vieira is a member of the Canadian and Ontario bar
associations and the Law Society of Upper Canada. Mr. Vieira was admitted to the
Ontario bar in 1999 after obtaining his LL.B. from the University of Windsor Law
School. Mr. Vieira holds a B.A. (Hons.) in Humanities from McMaster University. 


About Grid Essence 

Grid Essence is a Cyprus company incorporated in 2012. Grid Essence was
established to become a global independent power producer producing energy from
100% renewable energy sources ("RES"). Grid Essence's mission is to own and
operate at least 1gigawatt of renewable energy producing plants over the next 5
years, initially focusing on solar generation. Grid Essence wishes to build a
solid platform as a RES power producer to take advantage of the upside offered
by evolving renewable energy technologies such as energy storage. 


Grid Essence currently has 51 megawatts ("MW") of photovoltaic ("PV") projects
under contract and has developed an impressive pipeline of solar projects. To
secure the execution of its projects, Grid Essence has entered into a framework
agreement with Wurth Solar (www.wurth-solar.com) to develop up to 150 MW of
solar projects worldwide and with Talesun Solar (www.talesun.com) to develop up
to 100 MW of solar projects. 


About Jacob Securities 

Jacob Securities Inc. ("JSI") is an independent full-service investment bank
providing underwriting and financial advisory services to companies in the
renewable power, infrastructure andenergy sectors. The firm, which is
headquartered in Toronto, primarily services small- to mid-cap issuers in North
America and around the world. 


Over the past five years, JSI has been involved in over $3.5 billion in global
equity financings and M&A transactions. Of that figure, JSI's team has led over
35 renewable transactions, raising over $500million for renewable and cleantech
clients. JSI's leadership includes some of the most accomplished advisors in the
sector. JSI's focused approach allows its clients to source capital, expand
strategic relationships and facilitate liquidity in the public markets.. 


Further Information 

All information contained in this news release with respect to Zidane and Grid
Essence was supplied by the parties respectively, for inclusion herein, and each
party and its directors and officers have relied on the other party for any
information concerning the other party. 


Completion of the transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and, if applicable, pursuant to the
requirements of the TSXV, majority of the minority shareholder approval. Where
applicable, 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 management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.  


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release
includes certain "forward-looking statements" under applicable Canadian
securities legislation. Forward-looking statements include, but are not limited
to, statements with respect to: the terms and conditions of the proposed
Transaction; future exploration and testing; use of funds; and the business and
operations of the Resulting Issuer after the proposed transaction.
Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual results and
future events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited to:
general business, economic, competitive, political and social uncertainties;
delay or failure to receive board, shareholder or regulatory approvals; and the
results of current exploration and testing. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Zidane
and Grid Essence disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
For further information regarding the Transaction,
please contact: Zidane Capital Corp.
Casper Bych, Chief Executive Officer
604.417.6375
604.628.9875 (FAX)
casper.bych@gmail.com


Grid Essence Holdings Ltd.
Charles Savva
Director
+357.22.516.671
+357.22.516.672 (FAX)
cs@gridessence.com

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