True North Gems Annouces Consolidation; Private Placement and Stock Option Grant
Vancouver – October 2, 2018 – True North Gems Inc. (TGX: TSX-V) (“True North” “TGX” or the “Company”) announces it is seeking to complete a non-brokered private placement offering for total gross proceeds of up to $750,000. Pursuant to the offering, the Company will issue up to 15 million units at a price of 5 cents per unit. Each unit shall comprise one post-consolidated common share and one warrant exercisable at 5 cents to acquire an additional postconsolidation common share, for a period of two years. The Company received shareholder approval of the consolidation at its AGM held on January 29, 2018. Upon completion of the consolidation, the existing 307,735,383 common shares will be consolidated on a ten (10) old shares for one (1) new share basis, such that the issued capital will be 30,773,538 common shares. No fractional shares will be issued. There shall be no change in the Company’s name or trading symbol.
The net proceeds raised from the private placement will be used for working capital and general corporate purposes.
The common shares issued to subscribers residing in Canada in the offering will be subject to a statutory four-month hold period. The offering is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals including approval of the TSX-V and the completion of required regulatory filings with the TSX-V. Finder’s fees may be paid in connection with the offering.
In addition, the Company has granted an aggregate of 3,000,000 options exercisable for up to 3 years to its officers, directors and consultants.
Andrew Lee Smith, Interim CEO On behalf of the Board of Directors of True North Gems Inc.
For further information, contact:
Email: [email protected] www.truenorthgems.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This document contains “forward-looking information” and “forward-looking statements” (together, “forward-looking statements”) within the meaning of applicable securities legislation, which are made as of the date of this document or the document(s) referred to herein. Statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, without limitation, statements with respect to: the amount of mineral reserves and mineral resources; the amount of future production over any period; net present value and internal rates of return of the proposed mining operation; capital costs; operating costs; strip ratios and mining rates; and mine life. The forward-looking statements are made based upon certain assumptions which, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by the forward-looking statements. These assumptions include, without limitation: the price of gemstone products produced; anticipated costs; the presence of and continuity of gemstones at modeled grades and values; the capacities of various machinery and equipment; the availability of personnel, machinery and equipment at estimated prices; exchange rates; appropriate discount rates; tax rates applicable to the proposed mining operation; financing structure and costs; anticipated mining losses and dilution; gemstone recovery rates; reasonable contingency requirements; and receipt of regulatory approvals on acceptable terms. By their very nature, forward-looking statements involve inherent risks and uncertainties that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements. These include, without limitation: price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gemstone exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees; additional funding requirements and defective title to mineral claims or property]. This list is not exhaustive. See also, for example, the risks disclosed in the Company’s other disclosure documents filed at www.sedar.com, including, without limitation, those disclosed in the Company’s management’s discussion & analysis. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, except as otherwise required by applicable securities legislation.