True North Gems Inc.

TSX VENTURE : TGX


True North Gems Inc.

November 06, 2012 09:52 ET

True North Gems Completes Oversubscribed $1.1 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 6, 2012) - True North Gems Inc. (the "Company") (TSX VENTURE:TGX) announces that it has raised gross proceeds of $368,700 in the final closing of the non-brokered private placement announced on July 31, 2012. The funds were raised through the issuance of 7,374,000 units at a price of $0.05 per unit. Each unit is comprised of one common share and one-half non-transferable common share purchase warrant, each warrant is exercisable for one additional common share for a period of one year at a price of $0.12 per share.

This closure is in addition to the first tranche financing of $725,400 announced on August 9th, 2012. Total proceeds from both tranches amount to $1,094,100. The Company issued a total of 21,882,000 shares and 10,941,000 share purchase warrants in connection with this Private Placement.

The Company has paid cash fees totaling $14,810 and issued 296,200 share purchase warrants to finders in connection with the closing of this second tranche. Each finder's warrant is exercisable for one additional common share for a period of one year at a price of $0.05 per share. The common shares and warrants comprising the units, as well as any common shares issuable upon exercise of the warrants, are subject to a four month hold period expiring on March 3, 2013.

In the event the closing price of the Company's common shares on the TSX Venture Exchange is $0.15 or greater for 10 or more consecutive trading days at any time after December 10, 2012, the Company will be entitled to accelerate the warrants upon 20 days' prior notice and the subscribers' share purchase warrants and finder's warrants will then expire on the 20th calendar day after the date of the notice unless exercised by the holder prior to such date.

The Company expects to use the proceeds of the private placement to further the exploitation permitting process with the Greenland government, for seasonal exploration work, and for general working capital and other corporate purposes.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any units within the United States. The units have not been offered and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Accordingly, the units may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulations under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is granted.

This document contains "forward-looking information" and "forward-looking statements" (together, "forward-looking statements") within the meaning of applicable securities legislation, which are made as of the date of this document or the document(s) referred to herein. Statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "intends", "strategy", "goals", "objectives" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, without limitation, statements with respect to: the amount of mineral reserves and mineral resources; the amount of future production over any period; net present value and internal rates of return of the proposed mining operation; capital costs; operating costs; strip ratios and mining rates; and mine life. The forward-looking statements are made based upon certain assumptions which, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by the forward-looking statements. These assumptions include, without limitation: the price of gemstone products produced; anticipated costs; the presence of and continuity of gemstones at modeled grades and values; the capacities of various machinery and equipment; the availability of personnel, machinery and equipment at estimated prices; exchange rates; appropriate discount rates; tax rates applicable to the proposed mining operation; financing structure and costs; anticipated mining losses and dilution; gemstone recovery rates; reasonable contingency requirements; and receipt of regulatory approvals on acceptable terms. By their very nature, forward-looking statements involve inherent risks and uncertainties that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements. These include, without limitation: price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gemstone exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees; additional funding requirements and defective title to mineral claims or property]. This list is not exhaustive. See also, for example, the risks disclosed in the Company's other disclosure documents filed at www.sedar.com, including, without limitation, those disclosed in the Company's management's discussion & analysis. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, except as otherwise required by applicable securities legislation.

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.

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