RE:RE:RE:RE:RE:RE:company is offering shares for moneyHere is the news release according to Stockwatch. There should be a formal investigation into this sort of thing. This is blatant stock manipulation and it's not the first time it's happened at Stockwatch.
True North Gems arranges $400,000 private placement
2018-04-13 15:25 ET - News Release
Mr. Glen Macdonald reports
TRUE NORTH GEMS INC. ARRANGES $400,000 PRIVATE PLACEMENT
True North Gems Inc. has arranged a non-brokered private placement offering for total gross proceeds of up to $400,000. Pursuant to the offering, the company will issue up to 60 million units at a price of 0.5 cent per unit. Each unit shall comprise one common share and one warrant exercisable at 0.5 cent for a period of one year. The company will consolidate its shares on a one-new-for-10-old basis prior to Oct. 12, 2018.
The company plans to seek a discretionary waiver from the five-cent minimum pricing requirement by the TSX Venture Exchange pursuant to the TSX-V bulletin dated April 7, 2014. There is no assurance that the TSX-V will approve this financing. A finder's fee may be paid by the company, in connection with the offering, in accordance with the policies of the TSX-V.
The offering is open, subject to certain limitations discussed as follows, to existing shareholders of the company who, at the close of business on April 12, 2018, held common shares of the company (and who continue to hold common shares of the company at the time of closing of the offering), pursuant to the prospectus exemption set out in Multilateral CSA Notice 45-313, and the various corresponding blanket orders and rules of participating jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland and Labrador). The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is a minimum subscription amount of $5,000. Any existing shareholder interested in participating in the offering should contact the company.
If subscriptions received for the offering, based on all available exemptions, exceed the maximum offering amount of $400,000, subscriptions will be accepted at the discretion of the company, such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is oversubscribed. In accordance with the existing shareholder exemption, the company confirms there is no material fact or material change related to the company which has not been generally disclosed.
Existing shareholders of the company are directed to contact the company for further information concerning subscription for shares pursuant to the existing shareholder exemption, as follows.
Contact person: Glen Macdonald, president
Telephone: 604-719-8129
E-mail: glen.tgx@gmail.com
In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, as well as family members, close friends and business associates of directors and officers of the company.
The company may also rely upon the exemption set out in B.C. Instrument 45-536 -- exemption from prospectus requirement for certain distributions through an investment dealer.
In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change related to the company which has not been generally disclosed, except as otherwise disclosed herein.
The company intends to use the proceeds of the offering for maintaining its mineral projects, retiring existing indebtedness, and for continuing general corporate and working capital purposes. A breakdown of the intended use of proceeds for the ensuing three-month period is shown in the following table.
Purpose Maximum Professional fees (audit, legal and accounting) $ 20,000 Shareholder expenses (transfer agent fees) 5,000 AGM expenses 15,000 Share issuance expenses (TSX-V fees) 9,000 TSX-V annual fees 2017 7,000 Maximum finders fee 40,000 2018 Baffin Island work program 50,000 Consultant business evaluation and sourcing fees 50,000 Repayment of outstanding liabilities 100,000 General working capital 104,000 Gross proceeds 400,000
Although the company intends to use the proceeds of the offering as described in the attached table, the actual allocation of net proceeds may vary from the described uses depending on future operations or unforeseen events or opportunities. If the offering is not fully subscribed, the company will apply the proceeds of the offering to the above uses in priority and in such proportions as the board of directors and management of the company determine is in the best interest of the company.
The common shares issued to subscribers residing in Canada in the offering will be subject to a statutory four-month hold period. The offering is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals including approval of the TSX-V and the completion of required regulatory filings with the TSX-V.
We seek Safe Harbor.
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