Upper Canada Gold Corporation Announces Private Placement

Upper Canada Gold Corporation Announces Private Placement

Toronto, Ontario CANADA, December 12, 2011 /FSC/ - Upper Canada Gold Corporation (UCC - TSX Venture)("Upper Canada" or the "Company") announces today that that it intends to carry out a private placement of between 10,000,000 and 13,000,000 units ("Units") at a price of $0.05 per Unit for total proceeds between $500,000 and $650,000.  Each Unit will be comprised of one common share and one common share purchase warrant ("Warrant"), each Warrant entitling the holder to acquire a further common share of the Company at a price of $0.10 for a term of 5 years from the date of issuance. The Company intends to use the net proceeds of the offering to perform a baseline study, a scoping study and an environmental assessment to advance the development of the Company's Dingman Project and for other corporate purposes.

Insiders of Upper Canada may subscribe for up to 10,000,000 Units of the private placement.  All common shares comprising the Units shall be subject to a contractual hold period of two years following date of issuance.  All Warrants and common shares issuable upon exercise of the Warrants shall be subject to a statutory four month hold period.  The private placement is expected to close on or before December 23, 2011.  Closing of the private placement is conditional upon compliance with the policies of the TSX Venture Exchange 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 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 and Chief Executive Officer
Tel: 647-977-9267 x101
Website: www.uppercanadagold.com  


To view this release as a webpage, please click the following link:
http://www.usetdas.com/pr/boardsuite12122011.htm  



Source: Upper Canada Gold Corporation (TSX-V: UCC) http://www.uppercanadagold.com
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