TGX True North Gems Inc

True North Gems Inc. (TSX VENTURE:TGX) ("True North" or the "Company") is
pleased to announce the signing of an Option and related agreements with LNS
Greenland A/S ("LNSG"). The most material component of the partnership enables
LNSG to earn 20% of the issued and outstanding Class A shares of True North Gems
Greenland A/S ("TNGG") in exchange for approximately US$23 million - the
majority of the Aappaluttoq Mine capital costs.


The five individual agreements lay out the strategic partnership structure for
the future construction and operation of the Aappaluttoq Ruby Project in SW
Greenland. The Letter of Intent ("LOI") announced on November 12, 2012 formed
the framework for, and has now been replaced by, these definitive agreements. 


"We are delighted to formalize our strategic partnership with LNS-Greenland,"
stated Nicholas Houghton, President and CEO of True North. "These agreements
show our commitment to source jobs locally and use existing Greenlandic
expertise wherever possible; this will be especially important as we move
forward through the public hearing process."


Finn Mortensen, Chairman of LNS Greenland A/S said "We feel that our extensive
logistical and operating experience in Greenland, together with True North's
gemstone expertise, will be beneficial for all parties." 


Option Agreement

Under the terms of the Option Agreement, and subject to granting of the
exploitation permit by the Greenland Government, the parties will be required to
contribute to TNGG and fund as follows:


LNSG Contributions:

Based on prior economic studies, LNSG would contribute approximately US$23
million for: 




--  Completion of all civil engineering and design; 
--  Finalization of the construction and capital budgets; 
--  Mobilization of all necessary construction equipment and logistical
    support to site; 
--  Construction of all infrastructure and mine-related buildings at the
    Aappaluttoq site and the Nuuk administration offices and sorting
    facility. 



LNSG will be reimbursed for the capital cost of the ore circuit building and the
Nuuk sorting facilities, but will assume any capital cost variation risk
associated with their portion.


True North Contributions:

Under the Option Agreement, the Company would contribute:



--  The Aappaluttoq Ruby Project, permits, and related gemstone exploration
    licenses; 
--  All expertise related to gem marketing and sales, including current gem
    inventories; 
--  The costs for engineering design, purchase, site delivery, and
    installation of the ore processing circuit; 
--  Development of proprietary software and tracking system for all rough
    and any polished gemstone production;  
--  Reimbursement to LNSG of the construction costs for the process circuit
    building, and the administration and sorting offices in Nuuk; 
--  Based on prior economic studies, costs for these components are expected
    to be about US$14 million, and this capital cost variation risk will be
    assumed by TNG. 



Other Agreements

The relationship between the Company and LNSG will be governed by the four
additional agreements that were executed at the same time as the Option
Agreement. 


The TNGG Shareholders Agreement includes the procedural protocols for management
of TNGG activities. Under the Shareholders Agreement, TNGG will have both a
Board of Directors as well as a Management Committee to administer all Programs
and Budgets. As majority shareholder True North will appoint both the Chairman
of the Board of Directors and the Chairman of the Management Committee and will
retain the majority control of the Board and Management Committees.


Under the terms of the Lease and Purchase Agreement which becomes effective once
commercial production has been achieved, LNSG will retain ownership of the ore
storage facility, the two port facilities, mine operations camp, workshop, site
roads, power plant, and the fuel and explosive storage facility ("LNSG Assets").
TNGG will lease the LNSG Assets for a nine year period with a fully credited
right to buyout the lease and purchase the LNSG Assets at any time, less prior
payments. Total lease payments over the nine year period are fixed at 68 million
DKK (approximately US$12 million).


Under the terms of the Management Agreement which also becomes effective upon
commercial production, LNSG will retain contracted responsibility for mine and
infrastructure operations at the Aappaluttoq site, while True North will retain
the contracted responsibility for international gemstone marketing, site
security, quality control, operations in Nuuk, and exploration. Both LNSG and
True North will charge TNGG on a cost plus basis for their contracted
activities. 


Under the Pledge Agreement True North has pledged the Class A TNGG shares which
may be earned by LNSG as security for LNSG's earn-in expenditures. The pledged
shares will be delivered to LNSG on completion of LNSG's staged earn-in
obligations under the Option Agreement.


Next Steps

True North Gems and LNSG will finalize a full feasibility level construction and
capital budget ("Construction Budget"), plan and timeline, and initiate
discussions on the final construction schedules, site and building layouts,
equipment procurement, and definitive capital cost allocations based on the
definitive agreements between the parties. This finalized Construction Budget
will be the road map for an expedited construction schedule to be implemented
upon successful public hearings and the issuance of the exploitation permit. 


The transactions discussed above are subject to the acceptance of the TSX
Venture Exchange.


About True North Gems Greenland A/S:

True North Gems Greenland A/S is the Company's operating subsidiary in
Greenland. The definitive agreements outlined in this release will result in
True North Gems Inc. retaining approximately 80% of Greenlandic Operations. LNSG
will own approximately 20% once their earn-in is completed.


About LNS-Greenland A/S:

LNSG is predominantly owned by international arctic contractor Leonhard Nilsen &
Sonner A/S of Norway. The Leonhard Nilsen Group of 15 companies is a major
mining and construction company with over 70 years of experience in logistics
and mining in arctic environments. They have worked on a variety of projects
over the last 50 years and have focused on operations in Svalbard, Spitsbergen,
Iceland, Greenland, Russia, Antarctica and throughout Scandinavia. LNSG is a
major supplier of services to the oil, gas and mineral industry in Greenland.


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. 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
True North Gems Inc.
Nicholas Houghton
President and CEO
604-687-8055


True North Gems Inc.
Joanna Hall
Corporate Coordinator
604-687-8055
info@truenorthgems.com
www.truenorthgems.com

True North Gems (TSXV:TGX)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024

True North Gems (TSXV:TGX)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024