Upper Canada Gold Corporation (TSXV:UCC) announced a non-brokered private placement of 80,000,000 units at CAD 0.10 per unit for gross proceeds of CAD 8,000,000 on January 7, 2013. Each unit consists of one common share and three-quarters of one purchase warrant. Each warrant entitles the holder to purchase one common share of the company at CAD 0.15 per share for a period of four years from closing.

On February 8, 2013, the company closed its first tranche. The company issued 66,250,000 units for gross proceeds of CAD 6,625,000. The company issued 1,500,000 units to PM Holdings Ltd. in the tranche. PM Holdings Ltd. now holds 8.66% stake in the company. The warrants issued in this tranche will expire on February 8, 2017. The securities issued are subject to a hold period of four months expiring on June 9, 2013.

On the same day the company announced that new individual investor Paul Caland subscribed to 9,350,000 units. The investor will now hold 8.2% stake of the company's issued and outstanding shares on a non-diluted basis and, assuming exercise of the warrants, 13.5% of the company's issued and outstanding shares on a partially diluted basis. Existing investor R.W. Tomlinson Ltd. subscribed to 5,000,000 units for CAD 500,000 to hold 18.38% after conversion of warrants and new investor The Cronin Family Trust subscribed 8,000,000 units for CAD 800,000. The Cronin Family Trust now hold 6.9% stake of the company's issued and outstanding shares on a non-diluted basis and, assuming exercise of the warrants, 12.2% of the company's issued and outstanding shares on a partially diluted basis. As part of the transaction, the company received $1,277,446 (CAD 1,274,896.2076) from 14 United States investors. The transaction is expected to remain open for more than a year. The securities were issued pursuant to Regulation D. The currency conversion has been done through exchange rate mentioned in Form D filing dated February 13, 2013.