True North Gems Revises Terms of Consolidation and Financing

TRUE NORTH GEMS REVISES TERMS OF CONSOLIDATION AND FINANCING

Vancouver – July 19, 2024 – Further to the Company’s News Release of May 16, 2024, True North

Gems Inc. (TSXV: TGX , the "Company") reports that, subject to regulatory approval, the board has

resolved to consolidate its shares on a three old for one new basis, such that the current 33,577,353

common shares will be consolidated into 1 1,192,451 common shares . In conjunction with the

consolidation the Company’s name will be changed to TGX Energy & Resources Inc.

In addition, the previously reported placement has been modified and the Company shall now seek

to complete a placement of $0.15 units for a minimum of $1,050,000 and a maximum of $1,500,000.

Each unit shall be comprised of one post -consolidated common share and one warrant. Each

warrant shall be exercisable for 2 years, at an exercise price of $0.50. The warrants will have an

acceleration clause that will permit the directors to shorten the warrant term to 30 days, in the event

that the shares trade at $1.00 for ten consecutive trading days.

Use of Proceeds: Retirement of debt; reserve to source and evaluate potential resource acquisitions

including oil and gas opportunities ; resource exploration expenditures and general work ing capital.

Finders’ fees may be payable in accordance with TSXV policies. Insiders may subscribe for up to

2.5 M units of the financing.

On behalf of the Board of Directors of True North Gems Inc.

"M. Bilal Bhamji"

(signed)

M. Bilal Bhamji

Director

For further information, contact:

Email: [email protected]

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.