2013-02-08 22:57:54 -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.)
Toronto, Ontario CANADA, February 08, 2013 /FSC/ - Upper Canada Gold Corporation (UCC - TSX Venture), is pleased to announce that it has closed the first tranche of the non-brokered private placement first announced on January 7, 2013 pursuant to which it issued 66,250,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $6,625,000 (the "Offering"). Each Unit 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 8, 2017. The Corporation may raise additional funds, up to the announced total of $8 million in one or more additional tranches.
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. "We plan to aggressively advance the Pine Tree-Josephine project", stated Martin Shefsky Upper Canada's CEO. The goal is to update and confirm the historical resource of the Pine Tree-Josephine project by way of confirmatory drilling and the preparation of a NI-43-101 compliant technical report within six months following Upper Canada's acquisition of the property. In addition, the Company will commence an environmental base-line study with the intent of validating historic environmental studies that had been prepared in support of previous mining permit submissions.
Following the completion of the first tranche of the Offering, the Company now has 114,328,054 common shares outstanding. All common shares issued and common shares issuable upon exercise of the Warrants shall be subject to a statutory four month hold period which shall expire on June 9, 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 completion of additional tranches of the current financing, 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:
Tel: 647-977-9267 x101
Chief Executive Officer
Tel: 647-977-9267 x222
This press release is available in PDF. Please click on the following link to view the PDF file:
Source: Upper Canada Gold Corporation (TSX-V: UCC) www.uppercanadagold.com
Maximum News Dissemination by FSCwire. www.fscwire.com