VANCOUVER, BRITISH COLUMBIA–(Marketwire – July 7, 2008) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
True North Gems (TSX VENTURE:TGX) (“True North Gems” or the “Company”) is pleased to announce that it has entered into an agreement with Jennings Capital Inc. (the” Agent”) to act as agent on a “best efforts” basis in connection with the placement of up to 16,666,667 Units (“Units”) of True North Gems at a price of CAD $0.30 per Unit (the “Offering”) for aggregate gross proceeds of up to CAD $5,000,000. The Agent has the right to exercise an option at any time up to 48 hours prior to the closing of the Offering to increase the size of the Offering by up to an additional 6,666,667 Units pursuant to the terms of the Offering, the full exercise of which would result in an additional aggregate gross proceeds of CAD $2,000,000 under the Offering.
Each Unit will consist of one common share of the company (a “Share”) and one-half of one common share purchase warrant (a “Warrant”) of the Company. Each whole Warrant will entitle the holder thereof to purchase one Share at an exercise price of CAD $0.40 per Share for a period of 24 months from the date of closing of the Offering.
The Agent will receive a cash commission equal to 7% of the aggregate gross proceeds of the Offering. The Agent will also receive Agent’s Warrants exercisable to purchase that number of Shares that is equal to 7% of the aggregate number of Units sold under the offering. Each Agent’s Warrant will entitle the holder to acquire one Share at a price of CAD $0.30 for a period of 24 months from the date of closing of the Offering.
The Units will be offered by way of private placement exemptions in the provinces of British Columbia, Alberta and Ontario and such other jurisdictions within and outside of Canada as may be agreed to between the Company and the Agent. The Offering will not be available in the United States except under applicable registration exemptions under the United States Securities Act of 1933. The securities issued in the Offering will be subject to a hold period of four months plus one day from the date of closing.
If, at any time following expiry of the hold period, the closing price of the Company’s common shares on the TSX Venture Exchange is greater than CAD$ 0.75 for 10 or more consecutive trading days, the Company may give 21 days prior notice (“Prior Notice”) to the holders of the Warrants and Broker Warrants that the expiry date for the exercise of the Warrants has been accelerated and that the Warrants will expire on the 21st calendar day following the date of such Prior Notice.
The Offering is scheduled to close on or about July 29, 2008 and is subject to the Company receiving all applicable regulatory and TSX Venture Exchange approvals and completion of definitive documentation. Proceeds from the Offering will be used for exploration expenditures and feasibility study work at the Fiskenaesset Ruby Project, located on the west coast of Greenland and for working capital purposes.
Additional information and public documents about True North Gems, including images of 2007 exploration activities, can be viewed at the Company’s website www.truenorthgems.com or at www.sedar.com.
True North Gems Inc. is listed on the TSX Venture Exchange and is engaged in the exploration and development of North American and Greenlandic coloured gemstone prospects. The Company is a pioneer in coloured gemstone exploration and, currently in Greenland, holds 100% interest in the Fiskenaesset and Qaqqatsiaq ruby and pink sapphire properties, and in Canada, holds a 100% interest in the Tsa da Glisza emerald property, Yukon, and the Beluga sapphire property located on Baffin Island, Nunavut.
The Company relies on litigation protection for “forward-looking” statements. Certain technical information contained within this press release is 43-101 non-compliant by virtue of the fact that National Instrument 43-101 which governs public disclosure of technical information for mineral exploration properties in Canada is silent with respect to the exploration and technical disclosure of gemstone properties. The company employs high standards for the collection of geological information and exploration data, employs industry recognized professionals as qualified persons to provide oversight and management of the exploration programs and is committed to the implementation of QA/QC protocols to monitor the integrity of the technical information.
True North Gems Inc.
Andrew Lee Smith, P.Geo.
President and CEO
(604) 687-8055 or 1-800-399-8055
or
True North Gems Inc.
Ken Shortt
Investor Relations
(604) 687-8055 or 1-800-399-8055
Email: info@truenorthgems.com
Website: www.truenorthgems.com