Upper Canada Gold Corporation completes acquisition and financing

TORONTO, Feb. 1 /CNW/ - Upper Canada Gold Corporation (formerly Washmax Corporation) (UCG- TSX-V, formerly WMC.H-NEX) ("Upper Canada" or the "Corporation") is pleased to announce that, subject to receipt of final approval from the TSX Venture Exchange, the Corporation has completed its previously announced acquisition and financing. In connection with the acquisition and financing, the following transactions were completed:

    
    -   the acquisition of the rights held by Opawica Explorations Inc. in
        the Dingman gold property (the "Dingman Property") located in
        Hastings County near Madoc, Ontario in exchange for 46,979,007 pre-
        Consolidation common shares (11,744,752 post Consolidation shares) in
        the Corporation (the "Acquisition");
    -   the consolidation of the common shares of the Corporation on a 1 for
        4 basis (the "Consolidation");
    -   the issuance by the Corporation of 11,250,000 units, being the
        maximum number approved by shareholders, in exchange for gross
        proceeds of $2,250,000, with each unit comprised of one post-
        consolidation common share of the Corporation and one-half of one
        warrant, with each whole warrant entitling the holder thereof to
        acquire one post-consolidation common share of the Corporation at any
        time within 24 months from the date of its issuance at an exercise
        price of $0.40 per post-consolidation common share (the "Financing").
    

Following completion of the Financing and the various transactions relating to the Acquisition the Corporation has 31,737,086 common shares outstanding.

Immediately following completion of the foregoing transactions and pursuant to a special resolution passed by shareholders on January 19, 2010, the Corporation changed its name to Upper Canada Gold Corporation. At that same meeting shareholders elected Michael Churchill, Charles Gryba, Kevin Cinq-Mars and Donald Clark as directors of the Corporation. The Corporation has also appointed Michael Churchill as President and Chief Executive Officer, Thomas Sills as Chief Operating Officer and Behn Conroy as Chief Financial Officer.

The Corporation anticipates that its common shares will recommence trading on the TSX Venture Exchange under the symbol UCG in the near future.

UCG plans a 6,500m drill program to drill below the 250m base of the current NI 43-101 compliant resources. Gold has been intersected to greater than 600m depth. The focus of the program will be to add NI 43-101 compliant gold resources.

Some of the statements contained in this release are forward-looking statements, such as estimates and statements that describe Upper Canada's future intentions, plans, objectives or goals, including words to the effect that Upper Canada or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Neither 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.

SOURCE UPPER CANADA GOLD CORPORATION

For further information: For further information: Michael Churchill, President and CEO, at (416) 678-0928

Organization Profile

UPPER CANADA GOLD CORPORATION

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