TORONTO, Sept. 11, 2013 /CNW/ - R.W. Tomlinson Ltd. (the "Shareholder") of 5597 Power Road, Ottawa, Ontario K1G 3N4, announced its acquisition of 2,900,000 Units of California Gold Mining (formerly, Upper Canada Gold Corporation) ("California Gold"). Each unit is comprised of one common share and one common share purchase warrant ("Warrant") in the capital of California Gold. Each whole Warrant is exercisable into one common share at a price of $0.10 until September 10, 2017.
The shares were acquired pursuant to California Gold's non-brokered private placement of units at a price of $0.05 per unit. The common shares are listed on the TSX Venture Exchange. The total purchase price paid by the Shareholder was $145,000. Prior to the completion of the acquisition, the Shareholder held 15,500,000 common shares of California Gold.
As of September 10, 2013, there are approximately 144,500,554 common shares of California Gold issued and outstanding. As a result of this acquisition, the shareholder has beneficial ownership of, and control and direction over, 18,400,000 common shares of the issued and outstanding common shares of California Gold, and has beneficial ownership of, and control and direction over, 13,400,000 common share purchase warrants, that if exercised, together represents approximately 20.14% of the total issued and outstanding common shares of California Gold.
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 California Gold but may acquire additional common shares in the future.
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 accredited investor.
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 California Gold'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 California Gold's President at 647-977-9267 x101.