True North Gems Inc. Arranges $400,000 Private Placement ANNOUNCES PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS and OTHER INVESTORS
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TRUE NORTH GEMS INC.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
True North Gems Inc. Arranges $400,000 Private Placement
ANNOUNCES PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS and OTHER INVESTORS
Vancouver, British Columbia – April 13, 2018 : True North Gems Inc. (“ TGX” or the
“Company”) (TSXV-TGX) has arranged a non -brokered private-placement offering for total
gross proceeds of up to $400,000. Pursuant to the offering, TGX will issue a total of up to 80
million units at a price of half of one cent per unit. Each Unit shall be comprised of one common
share and one warrant exercisable at $0.005 for a period of 60 days and $0.015 thereafter
for 10 months. The Company will undertake to consolidate it shares on a minimum of ten
(10) old shares for one (1) new share basis prior to October 13, 2018.
TGX plans to seek a discretionary waiver from the five-cent minimum pricing requirement by
the TSX Venture Exchange pursuant to the TSX -V bulletin dated April 7, 2014. There is no
assurance that the TSX -V will approve this financing. A finder's fe e may be pai d by the
Company, in connection with the offering, in accordance with the policies of the TSX-V.
The offering is open, subject to certain limitations discussed as follows, t o existing
shareholders of the Company who, at the close of business on April 12, 2018, held common
shares of the C ompany (and who continu e to hold common shares of the C ompany at the
time of closing of the offering), pursuant to the prospectus exemption set out in Multilateral
CSA Notice 45-313, and the various corresponding blanket o rders and rules of participating
jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland
and Labrador). The total acquisition cost to a subscriber under the existing shareholder
exemption cannot exceed $15,000 unless t hat subscriber has obtained advice from a
registered investment dealer regarding the suitability of the investment. There is a minimum
subscription amount of $ 5,000. Any existing shareholder interested in participating in the
offering should contact the Company.
If subscriptions received for the offering based on all available exemptions exceed t he
maximum offering amount of $400,000, subscriptions will be accepted at the discretion of the
Company, such that it is possible that a subscription received from a shareholder may not be
accepted by the C ompany if the offering is oversubscribed. In accordance with the exist ing
shareholder exemption, the C ompany confirms there is no material fact or material change
related to the Company which has not been generally disclosed.
Existing shareholders of the C ompany are directed to contact the C ompany for further
information concerning subscription for shares pursuant to the existing shareholder
exemption, as follows.
Contact person: Glen Macdonald, Director
Telephone: 604-719-8129
E-mail: [email protected]
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In addition to using the existing shareholder exemption, the offering will also be conducted
pursuant to other available prospectus exemptions, including sales to accredited investors,
as well as family members, close friends and business associates of directors and officers of
the Company.
The Company may also rely upon the exemption set out in B.C. Instrument 45 -536 --
exemption from prospectus requirement for certain distributions thr ough an investment
dealer.
In accordance with the requirements of the in vestment dealer exemption, the C ompany
confirms that there is no material fact or material change related to the Company which has
not been generally disclosed, except as otherwise disclosed herein.
TGX intends to use the proceeds of the offering for maintaining and advancing its Baffin Island
Mineral project, retiring existing indebtedness, and for continuing general corporate and
working capital purposes. A breakdown of the intended us e of proceeds for the ensuing 3 -
month period is shown in the attached table.
Purpose Maximum
Professional fees (audit, legal and accounting) $20,000
Shareholder expenses (transfer agent fees) $5,000
AGM expenses $15,000
Share issuance expenses (TSX-V fees) $9,000
TSX-V Annual fees 2017 $ 7,000
Maximum finders' fee $40,000
2018 Baffin Island Work Program $50,000
Consultant Business Evaluation and Sourcing Fees $50,000
Repayment of outstanding liabilities $100,000
General working capital $104,000
Gross proceeds $400,000
Although the Company intends to use the proceeds of the offering as described in the attached
table, the actual allocation of net proceeds may vary from the uses set forth above, depending
on future operations or unforeseen events or opportunities. If the offering is not full y
subscribed, the Company will apply the proceeds of the offering to the above uses in priority
and in such proportions as the board of directors and management of the Company determine
in the best interests of the Company.
The common shares issued to subscribers resident 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.
Contact
For further information, contact Glen Macdonald, Director of True North Gems at: (604) 719-
8129
Cautionary and Forward-Looking Statements
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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.
Certain information in this news release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties. These forward -looking statements
are subject to numerous risks and uncertainties, certain of which are beyon d the control of
Columbus, including but not limited to, the uncertainty of the financing, the impact of general
economic conditions, industry conditions, dependence upon regulatory approvals. Readers
are cautioned that the assumptions used in preparing su ch information, although considered
reasonable at the time of preparation, may prove imprecise and undue reliance should not be
placed on forward-looking statements. Forward-looking statements in this press release are
expressly qualified by this cautionary statement.
The forward-looking statements in this press release are made as of the date of this press
release, and the Company undertakes no obligations to update publicly or to revise any of the
included forward-looking statements, whether because of ne w information, future events or
otherwise, except as expressly required by applicable securities law.