2014

Shareholder Early Warning News Release

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 Canada.

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 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 Upper Canada's documents on the SEDAR website at www.sedar.com

SOURCE R.W. Tomlinson Ltd.




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