True North Corporation

True North Corporation

October 18, 2006 18:25 ET

True North Corporation Receives Conditional TSX Approval for Acquisition of C3 Online Marketing Inc.

MISSISSAUGA, ONTARIO--(CCNMatthews - Oct. 18, 2006) - True North Corporation - The Return On Ideas Company™ (TSX VENTURE:TN) ("TNC")

True North Corporation (the Corporation") would like to clarify it's previous press release pertaining to its proposed acquisition of C3 Online Marketing Inc. ("C3") and its filing statement.

The Corporation received conditional approval from the TSX Venture Exchange (the "Exchange") dated October 11, 2006 of its proposed acquisition of C3 originally announced by press releases dated June 8 and June 20, 2006 (the "Acquisition"). Final approval of the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange on or before November 22, 2006. The Corporation and C3 plan to close the Acquisition on November 2, 2006.

Pursuant to the terms of a share exchange agreement dated June 14, 2006 (the "Share Exchange Agreement"), True North has agreed to acquire all of the issued and outstanding securities in the capital of C3 in exchange for 12,750,607 common shares in the capital of True North. In addition, True North will issue an additional 3,187,651 common shares to acquire an additional 800,000 common shares in the capital of C3 upon the exercise of 800,000 stock options (the "C3 Options"). Each C3 Option is exercisable at a price of $0.01 per share. On the closing of the Acquisition, all of the C3 Options will be exercised and an aggregate of 800,000 shares in the capital of C3 will be issued to the option holders and True North will issue an additional 3,187,651 common shares to acquire the 800,000 C3 shares. In addition, True North will issue an additional 7,678,578 common shares in settlement of $1,075,001 in debt owed by True North to certain shareholders and creditors of True North and C3.

In connection with the Acquisition, the Corporation has now filed on SEDAR ( the Filing Statement of the Corporation dated October 13, 2006, which contains full disclosure regarding the Acquisition and the business of C3. Shareholders should read the Filing Statement prior to the closing of the Acquisition. Shareholders can access a copy of the Filing Statement through the Corporation's profile on SEDAR.


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).

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About C3 Online Marketing

C3 Online Marketing ( 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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