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News ReleaseNorth American Gem Inc. Closes Private PlacementDecember 28, 2006: North American Gem Inc. (TSX-V symbol: NAG) North American Gem Inc. has closed the non-brokered private placement announced on December 5, 2006. The Company raised $357,900 by way of a non-brokered private placement at a price of $0.15.
A total of 1,511,000 million units were issued as flow-through units consisting of one common share and one-half of one non-transferable share purchase warrant. One warrant will entitle the holder to purchase one additional common share of the company at a price of 17.5 cents per share for the first year and 20 cents until expiration the following year. A total of 875,000 million units were issued as non-flow-through units consisting of one common share and one non-transferable share purchase warrant. One warrant will entitle the holder to purchase one additional common share of the company at a price of 17.5 cents per share for the first year and 20 cents until expiration the following year. A total of 1,630,500 warrants were issued. One warrant will entitle the holder to purchase one additional common share of the company at a price of 17.5 cents per share for the first year, and 20 cents until expiration the following year. Shares, warrants and any shares issued upon exercise of the warrants are subject to a hold period of four months expiring April 28, 2007. Finders' fee: Research Capital Corp. will receive $9,750 and 65,000 warrants, each exercisable for one share at a price of 17.5 cents per share in the first year and at a price of 20 cents per share in the second year. Bolder Investment Partners Ltd. will receive $5,250 and 35,000 warrants, each exercisable for one share at a price of 17.5 cents per share in the first year and at a price of 20 cents per share in the second year. Union Securities Ltd. will receive $9,750 and 65,000 warrants, each exercisable for one share at a price of 17.5 cents per share in the first year and at a price of 20 cents per share in the second year. The proceeds of the private placement will be used for exploration of the company's mineral properties and general working capital. North American Gem Inc. Closes Financing with the MineralFields Group The Company is also pleased to announce that it has closed the non-brokered private placement it announced December 21, 2006. The Company sold 2,333,333 flow-through units at a price of $0.15 per unit for gross proceeds of $350,000 to the MineralFields Group. Each flow-through unit consists of one flow-through common share and one-half of one non-flow-through share purchase warrant (the FT Units). Each whole share purchase warrant entitles the holder to purchase one common share of the Company for a term of two years from the date of closing at a price of $0.175 per common share until the first anniversary, and $0.20 per common share until the second anniversary. A Finders' fee is payable to Limited Market Dealer Inc. (LMD), a cash commission of $17,500 equal to 5% of the gross proceeds sold by LMD. The Company also issued to LMD 233,333 share purchase warrants, equal to 10% of the total number of FT Units sold in the private placement. The share purchase warrants are non-transferable and each warrant entitles the holder to purchase one common share of the Company for a term of two years from the date of closing at a price of $0.15 per share. The Company also paid to LMD a corporate finance fee and due diligence fee of $17,500, plus GST. All of the securities issued under the private placement are subject to a four month hold period expiring on April 28, 2007. The Company intends to use the proceeds from the private placement to finance general exploration activities on the Company's mineral properties. About MineralFields. MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar resource limited partnerships to investors throughout the world. Information about the MineralFields Groups is available at www.mineralfields.com. About North American Gem Inc. North American Gem Inc. (TSX-V symbol: NAG) is a junior exploration Company based in Western Canada. The Company's primary goal is to explore for Uranium, Molybdenum, Gold, Copper and other base metals. The Company is actively pursuing several opportunities, including the Louise Lake copper-gold-molybdenum-silver deposit and Mt. Ogden molybdenum property, both located in British Columbia, Canada. The Company is also pursuing its uranium projects, consisting of the Whiskey Gap, Del Bonita, Western Basin, and Bonny Fault projects, all located in Alberta, Canada. On Behalf of the Board of Directors NORTH AMERICAN GEM INC. "Charles Desjardins" Charles Desjardins President and Director The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Statements in this press release other than purely historical information, historical estimates should not be relied upon, including statements relating to the Company's future plans and objectives or expected results, are forward-looking statements. News release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company's business, including risks inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.
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