True North Gems Announces Intention to Consolidate Shares
Vancouver – December 14, 2018 – True North Gems Inc. (TGX: TSX-V) (“True North” “TGX” or the “Company”) announces it intends to seek the necessary approvals to consolidate its common shares and continue its domicile from the Yukon to British Columbia.
The Company has called an annual and special meeting of its shareholders for Monday, January 21, 2019, at 8 a.m. Vancouver time. The meeting will be held at the Company's head office at 700-1055 West Georgia Street. The Company's shareholders will be asked to consider and approve a share consolidation on the basis of one new common share of the Company for up to every ten existing common shares of the Company, or such lower number of existing shares as may be determined by the board of directors of TGX and as may be required to obtain approval of the consolidation from the TSX Venture Exchange.
The principal effects of thec onsolidation will be that the number of shares of the Company issued and outstanding will be reduced from 35,773,541 existing shares as of the date hereof to approximately 3,577,354 new shares, assuming a consolidation ratio of one new share for ten old shares.
The consolidation of capital and continuance to British Columbia are subject to approval by the TSX Venture Exchange. The Company does not intend to change its name or its current trading symbol in connection with this proposed share consolidation . The board of directors believes that the proposed share consolidation will better position the Company to raise capital it requires to finance continuing business activities and to seek additional opportunities. The continuance will facilitate the administration of the Company's corporate records as the Company's head office is in Vancouver, British Columbia.
Glen Macdonald Director 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.