True North Gems Inc.

True North Gems Inc.
RAB Special Situations L.P.

April 22, 2005 13:34 ET

RAB Special Situations L.P./True North Gems Inc.-Announcement


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: TRUE NORTH GEMS INC.

TSX VENTURE SYMBOL: TGX

AND RAB SPECIAL SITUATIONS L.P.

APRIL 22, 2005 - 13:34 ET

RAB Special Situations L.P./True North Gems
Inc.-Announcement

LONDON, UNITED KINGDOM--(CCNMatthews - April 22, 2005) - RAB Special
Situations L.P. ("Special Situations") announces that Special Situations
and William Philip Seymour Richards ("Philip Richards") (collectively
the "Subscribers"), respectively subscribed for a total of 5,000,000 and
500,000 units (the "Units") of True North Gems Inc. (TSX VENTURE:TGX)
(the "Company") at a price of Cdn.$0.40 per Unit (the "Private
Placement"). Each Unit consists of one common share in the capital of
the Company (a "Share") and one (1) Share purchase warrant (a "Warrant")
of the Company. Each whole Warrant entitles Special Situations and
Philip Richards to acquire one additional Share of the Company (a
"Warrant Share") at a price of Cdn.$0.50 per Warrant Share for a period
of two (2) years from the date of issue. The transaction took place off
the market by way of private placement and closed on April 14, 2005.

The Subscribers have ownership of and control over the securities they
purchased in the Private Placement. The purchased securities represent
approximately 27.98% of the issued and outstanding Shares on a partially
diluted basis (assuming exercise of the Warrants) ("Partially Diluted
Basis").

Immediately after the Private Placement, Special Situations owned
5,000,000 Shares and 5,000,000 Warrants, representing approximately
25.77% of the issued and outstanding Shares on a Partially Diluted Basis
and Philip Richards, who may be considered a joint actor with Special
Situations, owned 500,000 Shares and 500,000 Warrants, representing
approximately 2.91% of the issued and outstanding Shares on a Partially
Diluted Basis.

The Subscribers purchased securities for investment purposes only and
not with the purpose of influencing the control or direction of the
Company. Special Situations together with joint actors, if any, may,
subject to market conditions, make additional investments in or
dispositions of securities of the Company in the future, including
additional purchases of Shares. However, Special Situations together
with joint actors, if any, does not intend to acquire 20% or more of any
class of the outstanding voting or equity securities of the Company.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    RAB Special Situations L.P.
    Mr. Neil Warrender
    (44) 20-7389-7000
    (+44) 20-7389-7054 (FAX)
    nw@rabcap.com
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.