American Gem To Acquire St. James Securities.

TORONTO--(BUSINESS WIRE)--Sept. 24, 1999--

(TSE:GEM.) (VSE:GEM.) American Gem Corporation ("American Gem") today announced that it has entered into an agreement to acquire St. James Holdings Inc., which owns all the issued and outstanding shares of St. James Securities Inc. ("St. James"), a Toronto-based securities firm.

St. James is a member of The Toronto Stock Exchange and the Investment Dealers Association of Canada. St. James has more than 2,000 accounts with institutional and retail investors, and has 34 employees, including eight research analysts, 10 institutional sales, trading and syndication personnel and eight retail salespersons. The St. James team is an excellent complement to the mergers and acquisitions and corporate finance team at Northern Securities Inc., a wholly owned subsidiary of American Gem.

The combined firm will have 45 employees, which provides American Gem with valuable new personnel in the traditional securities business. The additional personnel will deliver advisory support to the online corporate finance and mergers and acquisition businesses under development. The new firm will also provide high-quality research to eNorthern clients when the online trading business is launched, which is expected in January 2000.

It is proposed that St. James will merge with Northern and carry on business under the name Northern St. James Securities Inc. ("Northern St. James").

Nadir Desai, Chairman and CEO of American Gem, commented: "We're developing an on-line brokerage firm that will offer quick, intelligent service at a low cost. St. James helps round out that development: their research professionals will give investors a huge advantage in understanding the market, and our eNorthern brokerage business will help those investors turn the knowledge into investment opportunities."

Vic Alboini, Chairman and CEO of Northern, will become Chairman and CEO of Northern St. James. He said: "This is an excellent strategic acquisition. Our niche is to assist small to mid-sized companies raise capital, do M&A transactions and provide research coverage. The St. James team will help provide the necessary conventional support in these Internet transactions, in particular with its strong focus on technology and mining."

Roderick DeCourcy Ireland, Vice Chairman of St. James, will become President of Northern St. James. He commented: "This is a very important step forward for us, and the new company should have a great impact not only in the traditional brokerage business but in the developing on-line investment industry as well. We look forward to the challenge and the opportunities."

The proposed acquisition of St. James Holdings Inc. is subject to various conditions, including the execution of definitive agreements, due diligence and regulatory approvals.

American Gem is developing a number of e-commerce websites that will be introduced this year and next year under the banner "eNorthern". They will provide a wide range of financial services, from on-line Public Offerings and Securities Trading to Private Placements, Mergers and Acquisitions and on-line commercial mortgages.