True North Corporation
TSX VENTURE : TN

True North Corporation

November 13, 2006 14:38 ET

True North Corporation Closes Acquisition of C3 Online Marketing Inc.

MISSISSAUGA, ONTARIO--(CCNMatthews - Nov. 13, 2006) - True North Corporation - The Return On Ideas Company™ (TSX VENTURE:TN)("TNC")

True North Corporation ("True North") announces that it completed its acquisition of C3 Online Marketing Inc. ("C3") (the "Acquisition"). The proposed Acquisition was originally announced by press releases dated June 8 and June 20, 2006. True North received conditional approval of its proposed acquisition of C3 from the TSX Venture Exchange (TSX-V) on October 11, 2006. The listing of the common shares of True North issued and issuable in connection with the Acquisition is subject to final approval from TSX-V, which approval is expected following the filing with TSX-V of certain documents required by the TSX-V in connection with the closing of the Acquisition. True North obtained approval for the Acquisition by written consent of the holders of a majority of the outstanding common shares of True North in accordance with TSX-V policies.

Management of True North believe that the Acquisition will significantly enhance True North's product offering and depth of management and will result in increased revenues and profits.

Pursuant to the Acquisition True North acquired all of the outstanding shares of C3 in exchange for the issuance of 15,910,366 common shares of True North issued from treasury at a deemed price of $0.13 per share. In connection with the acquisition True North assumed an aggregate of $2,721,001 of debt owed by C3, comprised of $2,500,000 principal amount of debt evidenced by two convertible secured debentures previously issued by C3 to an arm's length lender, as well as an aggregate of $221,001of debt owed by C3 to officers of C3. True North also issued an aggregate of 7,678,578 common shares from treasury at $0.14 per share in settlement of an aggregate of $1,075,001 of debt owed by True North, approximately 38% ($406,186) of which was comprised of the C3 debt assumed by True North. Following the Acquisition and the debt settlement described above there are an aggregate of 49,393,912 common shares of True North outstanding.

Pursuant to the assumption of the C3 debt and following the debt settlement True North issued two convertible secured debentures, one to Quorum Investment Pool Limited Partnership in the principal amount of $1,388,889 (the "QIP Debenture") and the other to Ontario SME Capital Corporation in the principal amount of $1,225,926 (the "SME Debenture"). The QIP Debenture and SME Debenture issued by True North replaced and superseded the two convertible secured debentures previously issued by C3 in the aggregate principal amount of $2,500,000. The QIP Debenture bears interest at 8% per annum, calculated monthly and payable quarterly in arrears, matures on March 17, 2011, and the principal is convertible in whole or in part at any time into common shares of True North at the rate of $0.2319 per share, subject to adjustment. The SME Debenture bears interest at 8% per annum, matures on February 28, 2008, and the principal is convertible in whole or in part at any time into common shares of True North at the rate of $0.2319 per share in respect of $1,000,000 of principal and at $0.4630 per share in respect of $225,926 of principal, subject to adjustment. Following the Debt Settlement True North also issued a convertible secured debenture in the principal amount of $1,435,185 to Quorum Secured Equity Trust (the "QSET Debenture") in replacement of two convertible secured debentures previously issued by True North to Quorum Secured Equity Trust in the aggregate principal amount of $1,550,000. The QSET Debenture bears interest at 8% per annum, matures on December 15, 2009 and the principal is convertible in whole or in part at any time into common shares of True North at the rate of $0.35 per share until November 10, 2007, at $0.385 per share from November 11, 2007 to November 10, 2008, at $0.4235 per share from November 11, 2008 to November 10, 2009 and at $0.46585 from November 11, 2009 to December 15, 2009, subject to adjustment. The three holders of True North debentures are affiliated entities, one of which, Quorum Secured Equity Trust, pursuant to a prior agreement with True North has the right to appoint a director to the Board of True North. True North's subsidiaries, including C3, provided secured guarantees of True North's indebtedness to the debentureholders.

All 15,910,366 common shares of True North issued pursuant to the Acquisition, all 7,678,578 common shares of True North issued pursuant to the settlement of debt, and all common shares of True North which may be issued pursuant to the conversion of the debentures are subject to transfer restrictions prohibiting their transfer prior to March 11, 2007. As required by the TSX-V 15,425,396 common shares of True North issued to the principals of C3 are held pursuant to an Escrow Agreement under which they will be released as to 10% upon issuance of the TSX-V Bulletin granting final approval of the Acquisition and the remaining shares in 6 equal tranches, on a pro-rata basis, every 6 months thereafter. The principals of True North have also voluntarily agreed to transfer restrictions in respect of an aggregate of 9,504,000 common shares of True North owned by them with the same release provisions as those in the Escrow Agreement. An additional 1,908,605 common of True North shares issued to non-principal shareholders of C3 will be subject to the same transfer restrictions as the shares governed by the Escrow Agreement as described above.

In connection with the Acquisition, the Corporation filed on SEDAR (www.sedar.com) the Filing Statement of the Corporation dated October 13, 2006, which contains full disclosure regarding the Acquisition and the business of C3.

Also at this time, the management of True North would like to take the opportunity to announce the resignation of James Williamson as a Director of the Corporation, and thank him for his years serving True North and its shareholders. The Board of directors of True North is comprised of Mark Anthony, Frank Peri and Michael Goffin. Michael Goffin is the nominee director of Quorum Secured Equity Trust. The officers of True North are Rick Camilleri, CEO; Mark Anthony, President; and Marie Peri, Vice-President, Finance. It is expected that Rick Camilleri will shortly be appointed to the Board of True North. Terry Ham, one of the principals of C3 will not be assuming the role of Chief Operating Officer as indicated in the Filing Statement but will continue to work with True North in a management capacity. A final decision has not yet been made as to whether Wanda Dorosz, President and CEO of the Quorum Group of Companies, will be joining the Board of True North as indicated in the Filing Statement.

About TRUE NORTH CORPORATION

True North Corporation - The Return On Ideas Company™ - is one of the fastest growing vertically integrated marketing services organizations in Canada. TNC delivers services through two focus areas: Marketing Services & Sales Channel Support. Service competencies include: Marketing Communications, Event & Experiential Marketing, Sales Channel Marketing and Merchandising, Distribution & Fulfillment. The Company is listed on the TSX Venture Exchange (TSX VENTURE:TN).

Visit us online at www.truenorthcorp.ca

About C3 Online Marketing

C3 Online Marketing (www.c3onlinemarketing.com) provides online solutions for marketers designed to attract and retain online relationships. C3's online marketing infrastructure uniquely integrates programs and applications into our clients' business processes, or operates as outsourced service. Utilizing C3 technology, promotions, contests, surveys, email deployments etc. are easily migrated to customizable follow-on customer-attraction campaigns such as Customer Acquisition and Lead Management Programs, Loyalty, Reward and Incentive Programs, Media and Campaign Management, Online Training and Channel Programs. C3 is a privately held company based in Toronto.

This news release may contain certain forward-looking statements that are subject to known and unknown risks and uncertainties. TNC makes no assurance that these forward-looking statements, denoted by words such as "expect", "should" and other similar qualifiers, will prove to be accurate and cautions readers to review the risks and uncertainties sections of its recent filings with securities administrators.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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