Upper Canada Gold Corporation announces private placement and appointment of Patrick Cronin to board of directors

TORONTO, Dec. 30, 2011 /CNW/ - Upper Canada Gold Corporation ("Upper Canada" or the "Company") (TSXV: UCC) is pleased to announce that it has closed the non-brokered private placement first announced on December 12, 2011 pursuant to which it issued 12,000,000 units ("Units") at a price of $0.05 per unit for gross proceeds of $600,000 (the "Offering").  Each Unit comprises one common share and one common share purchase warrant ("Warrant").  Each Warrant entitles the holder to acquire a further common share of the Company at a price of $0.10 until December 30, 2016. 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 subscribed for 6,800,000 Units of the private placement. Following the completion of the Offering, the Company now has 47,940,911 common shares outstanding. In addition to the applicable statutory four month hold period, all common shares comprising the Units are subject to a contractual hold period that will expire on December 29, 2013. All Warrants and common shares issuable upon exercise of the Warrants shall be subject to a statutory four month hold period which shall expire on May 1, 2012.

Upper Canada is also pleased to announce that immediately following the completion of the Offering, the board of directors appointed Patrick Cronin as a director of the Company to fill the vacancy created by the resignation of Dan Clark earlier this year. Mr. Cronin has worked in the life insurance investment industry and financial services industry since 1994. He also has managerial experience with a real estate holding and management firm.

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.