Upper Canada Gold Corporation Closes Final Tranche Of $8 Million Private Placement

Upper Canada Gold Corporation Closes Final Tranche Of $8 Million Private Placement

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Toronto, Ontario CANADA, February 15, 2013 /FSC/ - Upper Canada Gold Corporation (UCC - TSX Venture), is pleased to announce that it has closed the second and final tranche of the non-brokered private placement first announced on January 7, 2013 pursuant to which it issued 13,750,000 units at a price of $0.10 per unit for gross proceeds of $1,375,000. Combined with the first tranche which closed on February 8, 2013, the Company has now issued 80,000,000 units at a price of $0.10 per unit for gross proceeds of $8 million (the "Offering"). Each unit issued today comprises one common share and three-quarters of one common share purchase warrant, with each whole warrant ("Warrant") entitling the holder to acquire a further common share of the Company at a price of $0.15 until February 15, 2017.

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.

Upper Canada's President, Michael Churchill, commented, "I am pleased to announce that we have raised a total of $8 million. The private placement was over-subscribed and with the management additions of Martin Shefsky and Eric Moeller, we are well positioned to capitalize on current market conditions and opportunities. Upper Canada has shown it has the ability to fund and acquire world class projects in an extraordinarily difficult financing market.

We are proceeding ahead with our planned acquisition of the Pine Tree-Josephine Property. During the course of this effort, several other mining projects have been permitted in the state of California, clearly evidencing that California is open for business.

The Pine Tree-Josephine project represents an opportunity to develop a potential world class project given the scope and scale of the historical work done on the property."

In connection with the Offering the Corporation paid a finder's fee consisting of $170,150 cash, 562,500 common shares issued at a deemed price of $0.10 per common share and 764,000 broker warrants to a registered dealer.  Each broker warrant entitles the holder to acquire one common share of the Corporation up until February 15, 2017 at a price of $0.15 per common share.  Following the completion of the Offering, the Company now has 128,640,554 common shares outstanding.  Of the common shares issued today, 1,000,000 common shares are subject to a contractual hold period which shall expire on August 14, 2013 and 4,050,000 common shares are subject to a contractual hold period which shall expire on January 15, 2014.  The balance of the common shares issued and all of the common shares issuable upon exercise of the Warrants issued as part of today's second tranche shall be subject to a statutory four month hold period which shall expire on June 16, 2013.


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 the acquisition of the Pine Tree-Josephine Property, the exploration potential 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


This press release is available in PDF. Please click on the following link to view the PDF file:
http://www.usetdas.com/pr/uppercanada02152013.pdf



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