RAB Special Situations (fka RAB)

[Tackler]

TGX True North units bought by Special Situations, Richards

2005-04-22 13:52 ET - News Release

Mr. Neil Warrender of RAB Special Situations reports

RAB Special Situations LP and William Philip Seymour Richards, respectively, subscribed for a total of five million and 500,000 units of True North Gems Inc. at a price of 40 cents per unit. Each unit consists of one common share in the capital of the company and one share purchase warrant of the company. Each whole warrant entitles Special Situations and Mr. Richards to acquire one additional share of the company at a price of 50 cents per warrant share for a period of two years from the date of issue. The transaction took place off the market by way of private placement and closed on April 14, 2005.

The subscribers have ownership of and control over the securities they purchased in the private placement. The purchased securities represent approximately 27.98 per cent of the issued and outstanding shares on a partially diluted basis (assuming exercise of the warrants).

Immediately after the private placement, Special Situations owned five million shares and five million warrants, representing approximately 25.77 per cent of the issued and outstanding shares on a partially diluted basis, and Mr. Richards, who may be considered a joint actor with Special Situations, owned 500,000 shares and 500,000 warrants, representing approximately 2.91 per cent of the issued and outstanding shares on a partially diluted basis.

The subscribers purchased securities for investment purposes only and not with the purpose of influencing the control or direction of the company. Special Situations, together with joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the company in the future, including additional purchases of shares. However, Special Situations together with joint actors, if any, does not intend to acquire 20 per cent or more of any class of the outstanding voting or equity securities of the company.