UPPER CANADA GOLD AMENDS TERMS OF ACQUISITION OF PINE TREE-JOSEPHINE PROPERTY IN MARIPOSA, CALIFORNIA

/NOT FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES/

TORONTO, June 27, 2011 /CNW/ - On June 6, 2011 Upper Canada Gold Corporation ("Upper Canada" or "the Company") (TSXV: UCC), announced that the Company had entered into a definitive purchase and sale agreement with John 3:16, LLC (the "Vendor") to purchase a fee simple interest (subject to a 3% net smelter royalty) in approximately 3,350 acres (part of the Rancho Las Mariposa Land Grant) located 15 miles north of Mariposa, California and known as the Pine Tree-Josephine Property (the "Property"). Under the terms of the original agreement the Company was required to pay the Vendor US$6 million cash and provide the Vendor with a US$6 million promissory note to be repaid 370 days following closing.  The requirement for the US$6 million promissory note has now been replaced with a requirement to provide two US$3 million non-interest bearing promissory notes, with the first to be repaid 370 days following closing and the second to be repaid 735 days following closing. The promissory notes will be secured by way of mortgage against the Property.

To date, the Company has paid deposits totalling US$175,000 to the Vendor in consideration for the exclusive right to acquire the Property.  Provided that closing has not yet occurred, on or before each of July 22 and August 22, 2011, the Company is required to remit a further US$125,000 payment on each date to an escrow agent.  All of the foregoing deposits and payments shall be credited against the cash component of the purchase price due at closing.

The completion of the acquisition is subject to a number of conditions including receipt of all necessary regulatory approvals together with the satisfaction of all covenants and conditions contained in the definitive purchase and sale agreement.

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.

Cautionary Note Regarding Forward Looking Statements:

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization, resources and expansion of resources, recoveries, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with mine permitting, metallurgy, development, construction and mining operations, the uncertainty of the determination of mineable ounces of gold and copper in pounds or other minerals in pounds, or the future profitability of the Company's projects.

SOURCE Upper Canada Gold Corporation

For further information:

Michael Churchill - President
Tel: 647-977-9267 x101
Website: www.uppercanadagold.com

Profil de l'entreprise

Upper Canada Gold Corporation

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