By Toronto, Ontario, January 7, 2013 - Upper Canada Gold Corporation ("Upper Canada" or the "Company") (TSXV: UCC) announced today that it intends to complete a non-brokered private placement of up to 80,000,000 ("Units") at a price of $0.10 per Unit for gross proceeds of up to $8,000,000. Each Unit will be comprised of one common share and three-quarters of one common share purchase warrant, each whole warrant ("Warrant") entitling the holder to acquire one common share of the Company at a price of $0.15 for a term of four years from the date of issuance.
The Company intends to use the net proceeds of the offering to acquire the Pine Tree-Josephine Property, the proposed acquisition of which was previously described in the Company's press releases dated January 26, 2012 and October 12, 2012 and for general corporate purposes.
Closing of the offering is conditional upon compliance with the policies of the TSX Venture Exchange, receipt of applicable regulatory approvals and general corporate and securities laws applicable to the private placement.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release of Upper Canada contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Upper Canada's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding Upper Canada's expectations regarding completion of the private placement described herein, completion of the acquisition of the Pine Tree-Josephine Property, and ownership, entitlements, drilling and exploration activities on properties in which Upper Canada has, or believes it has, an interest. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Upper Canada's expectations. Upper Canada undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise required by law.
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.
FOR FURTHER INFORMATION CONTACT:
Michael Churchill
President
Tel: 647-977-9267 x101
Martin Shefsky
Chief Executive Officer
Tel: 647-977-9267 x222
Website: www.uppercanadagold.com
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