True North Gems Announces $5.5 Million Financing
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Vancouver, February 15, 2007 - True North Gems Inc. (TGX: TSX-V) ("True
North") announces that it has engaged Dundee Securities Corporation
(the "Agent") to complete a $5.5 million brokered private placement on
a commercially reasonable efforts basis, subject to regulatory
approval. Under the private placement, the Company will offer up to
10,000,000 units at a price of $0.55 per unit. Each unit will consist
of one common share and one-half of one non-transferable common share
purchase warrant, each whole such warrant entitling the holder to
purchase an additional common share for a period of two years from
closing, at a price of $0.70 per share during the first year and at a
price of $1.00 per share during the second year. If the trading price
of the common shares of the Company closes above $1.10 per share in the
first year or $1.65 in the second year for a period of 20 consecutive
trading days at any time after four months and one day after closing
the private placement, the Company will have the right to accelerate
the expiry date of all unexercised warrants.
The Company has also granted the Agent an over-allotment option to
place up to an additional 2,500,000 units at a price of $0.55 per unit,
exercisable prior to the closing of the private placement.
The Agent will be paid a cash commission equal to 8% of the gross
proceeds of the private placement and will be issued broker warrants
exercisable for common shares equal in number to 8% of the number of
units sold in the private placement, each such broker warrant
exercisable on the same terms as the private placement warrants (except
that they will not be subject to the acceleration provision).
The Company intends to use the proceeds from the private placement for
exploration on its Greenland ruby property and for general working
capital 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
Regulation S under the 1933 Act) unless registered under the 1933 Act
and applicable state securities laws or an exemption from such
registration is granted.
For further information contact:
Greg Fekete, President
Telephone: 604-687-8055 or 1-800-399-8055
Visit our website: www.truenorthgems.com
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the release.
Some statements in this news release contain forward-looking
information. These statements include, but are not limited to,
statements with respect to the completion of transactions, the timing
and amount of issuances of securities and the uses of proceeds. These
statements address future events and conditions and, as such, involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the statements. Such factors include, among
others, the ability to complete contemplated transactions and
securities issuances and the uses of proceeds.
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Copyright (c) 2007 TRUE NORTH GEMS INC. (TGX) All rights reserved.
For more information visit our website at www.truenorthgems.com/
or send mailto:returns@truenorthgems.com
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