True North Corporation and C3 Online Marketing Inc. sign letter of intent to combine to build platform for industry consolidation

True North Corporation (TSX-V: TN, "True North") and C3 Online Marketing Inc. ("C3") today jointly announced that the Companies have entered into a non-binding Letter of Intent to combine their businesses, creating a new platform from which to build a leading North American Digital Marketing Services company.

Under the terms of the Letter of Intent, the Companies propose, by way of share exchange, to combine the companies on a relative valuation method. Should the transaction be completed, True North shareholders (pre-closing) will own 60% and C3 shareholders will own 40% of the shares of True North on a post-closing fully-diluted basis. It is proposed that management of True North on a post-closing basis include members of the pre-closing Boards of True North and C3. The Companies expect to complete the transaction by June 30, 2006, subject to regulatory and shareholder approvals.

"By combining True North's deep, brand-rich client relationships and marketing know-how with C3's proprietary software solutions and technological savvy, the new Organization will supply multi-channel marketing services across the entire Marketing Services Value chain", said Mark Anthony, President and CEO of True North Corporation.

"Multi-channel marketing campaigns are empirically understood to be returning better results" said Terry Ham, President and CEO of C3. "It's critical for client organizations to be able to source one marketing service provider that understands how to optimize and incorporate online marketing strategies into their marketing mix."

The new organization will be active in the fastest growing segments of the Marketing Services industry. Spending on interactive marketing services globally has been on a steep climb since 2003. Industry research (Winterberry Group, March 2006) predicts this trend line to continue upward at a compound annual growth rate of about 23% through 2010. Below-the-line marketing services, such as events, promotions and contests continue to grow at approximately 8% year over year. Each of the two companies have demonstrated exceptional revenue growth since inception: C3 showing 300% and 220% year over year since 2004 and True North achieving a compound annual growth rate of 104% per annum since going public.

This transaction is the first step in an anticipated roll-up of strategic North American Digital Marketing services firms, aimed at capitalizing on the increasing demand for these types services.

Wanda Dorosz, President and CEO of Quorum Funding Corporation and an investor in both companies projects a highly synergistic outcome. "Online will be the growth engine in this union" she said. "We expect this combination to demonstrate the enormous impact and possibilities of Next-Generation Marketing."

True North and C3 boast major brands from the automotive, manufacturing and sports and entertainment sectors among others. Clients of the combined organization will include: Ford, Coca-Cola, Danone, Novopharm, Oxford Properties, Maple Leaf Sports and Entertainment, Loblaws and the NBA. The opportunity to cross-solve client marketing challenges and extend online and offline services to each others' clients alone will contribute to exponential projected growth for the first year.

About True North Corporation - The Return On Ideas Company(TM) - is one of the fastest growing vertically integrated marketing services organizations in Canada. True North delivers services through two focus areas: Marketing Services & Sales Channel Support. Service competencies include: Marketing Communications, Event & Experiential Marketing, Sales Channel Marketing and Merchandising, Distribution & Fulfillment. The Company is listed on the TSX Venture Exchange (TSX-V: TN). Visit us online at www.truenorthcorp.ca

About C3 Online Marketing

C3 Online Marketing provides online solutions for marketers designed to attract and retain online relationships. C3's online marketing infrastructure uniquely integrates programs and applications into our clients' business processes, or operates as an outsourced service. Utilizing C3 technology, web systems, promotions, contests, surveys, email deployments, loyalty programs and online training are easily migrated to customizable follow-on customer-touch campaigns. C3 is a privately held company based in Toronto. Please visit www.c3onlinemarketing.com

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This news release may contain certain forward-looking statements that are subject to known and unknown risks and uncertainties. True North Corporation makes no assurance that these forward-looking statements, denoted by words such as "expect", "should" and other similar qualifiers, will prove to be accurate and cautions readers to review the risks and uncertainties sections of its recent filings with securities administrators.

For further information: Mark Anthony, President & CEO, True North Corporation, (905) 795-5120; Toby Rosner, VP Marketing, C3 Online Marketing Inc., (416) 534-5582 x245

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