VANCOUVER, BRITISH COLUMBIA–(Marketwire – Oct. 30, 2008) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
True North Gems Inc. (the “Company”) (TSX VENTURE:TGX) announces, further to its press release issued September 29, 2008, that it intends to complete a non-brokered private placement of up to 10,000,000 units at a price of $0.10 per unit, subject to regulatory approval. Each unit will be comprised of one common share and one common share purchase warrant, each warrant exercisable for one additional common share for a period of two years at a price of $0.20 per share. If the trading price of the common shares of the Company closes above $0.30 per share for a period of 10 consecutive trading days at any time after four months after closing of the private placement, the Company will have the right to accelerate the expiry date of all unexercised warrants.
The Company expects to use the proceeds of the private placement to conduct exploration activities on its properties and for general working capital and other corporate purposes.
Finders’ fees may be paid in connection with certain subscriptions under the private placement in cash and/or securities of the Company.
Five directors and/or officers of the Company intend to participate in the private placement and their holdings of securities of the Company will increase as a result. The Company may complete the private placement within 21 days of this press release, as the Company believes that closing the private placement in such period is necessary or reasonable in order to secure funds for its exploration programs and otherwise.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any units within the United States. The units have not been offered and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Accordingly, the units may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is granted.
ON BEHALF OF THE BOARD OF DIRECTORS
Andrew Lee Smith, Chief Executive Officer
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the completion of financings, the timing and amount of issuances of securities and the uses of proceeds. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the ability to complete contemplated financings and securities issuances and the uses of proceeds.
True North Gems Inc.
Andrew Lee Smith
Chief Executive Officer
(604) 687-8055 or Toll Free: 1-800-399-8055
(604) 899-1240 (FAX)