TORONTO, Feb. 12, 2013 /CNW/ - R.W. Tomlinson Ltd. (the "Shareholder") of 5597 Power Road, Ottawa, Ontario K1G 3N4, announced its
acquisition of 5,000,000 Units of Upper Canada Gold Corporation ("Upper Canada"). Each unit is comprised of one common share and three-quarters of one
common share purchase warrant ("Warrant") in the capital of Upper
Canada. Each whole Warrant is exercisable into one common share at a
price of $0.15 for a period of 48 months from the closing date.
The shares were acquired pursuant to Upper Canada's non-brokered private
placement of units at a price of $0.10 per unit. The common shares are
listed on the TSX Venture Exchange. The total purchase price paid by
the Shareholder was $500,000. Prior to the completion of the
acquisition, the Shareholder held 10,500,000 common shares of Upper
As of February 8, 2013, there are approximately 114,328,054 common
shares of Upper Canada issued and outstanding. As a result of this
acquisition, the shareholder has beneficial ownership of, and control
and direction over, 15,500,000 common shares of the issued and
outstanding common shares of Upper Canada, and has beneficial ownership
of, and control and direction over, 6,750,000 common share purchase
warrants, that if exercised, together represents approximately 18.38%
of the total issued and outstanding common shares of Upper Canada.
The Shareholder acquired beneficial ownership of, and control or
direction over, the common shares pursuant to the offering for
investment purposes. The shareholder acquired the common shares for
investment purposes and has no present intention to acquire additional
securities of Upper Canada but may acquire additional common shares in
The common shares acquired pursuant to the offering were issued under
the exemption from prospectus requirements set forth in section 2.3 of
National Instrument 45-106 on the basis that the Shareholder is an
This news release is issued pursuant to National Instrument 62-103 - The
Early Warning System. A copy of the Early Warning Report will appear
with Upper Canada's documents on the SEDAR website at www.sedar.com.
SOURCE: R.W. Tomlinson Ltd.
For further information:
A copy of the Early Warning Report may also be obtained by contacting Michael Churchill Upper Canada's President at 647-977-9267 x101.