C2C Gold Corporation Inc.

C2C Gold Corporation Inc.

January 19, 2010 08:10 ET

C2C Gold Corporation Inc.: Private Placement of Convertible Debenture Units and Reverse-Split of All the Issued and Outstanding Securities

QUEBEC CITY, QUEBEC--(Marketwire - Jan. 19, 2009) - C2C Gold Corporation Inc. (the "Company") (TSX VENTURE:CCN) hereby announces that it intends to proceed with a non-brokered private placement of units (each a "Unit"), each consisting of (i) one convertible debenture (a "Debenture") for a principal amount of $10,000; and (ii) 33,333 common share purchase warrants (each a "Warrant") for minimum gross proceeds of $350,000 (the "Minimum Offering") and maximum gross proceeds of $500,000 (the "Maximum Offering") (the Minimum Offering and the Maximum Offering hereinafter collectively referred to as the "Offering"). Units will be offered at a price of $10,000 per Unit, with a minimum subscription of one Unit.

The Company will use the proceeds, assuming the completion of the Maximum Offering, (i) for general working capital ($235,000); and (ii) for the implementation of a new business strategy which entitles the subscription by the Company to a private placement conducted by Key Gold Partners LLP for an amount of $265,000.

The Debentures will bear interest at a rate of 12% per annum (1% per month), both before and after maturity. Unless converted earlier, principal and accrued interest under all Debentures shall be due and payable on December 31, 2010 (the "Maturity Date"). There may be multiple closings on such dates as the Company may determine from time to time. In any event, the Minimum Offering will need to be closed no later than on January 29th, 2010.

Each Debenture will be convertible, as to principal only into common shares of the Company (the "Common Shares") at the option of the holder at any time after the effective date of the Consolidation (as defined below) and prior to the Maturity Date at a conversion price per Common Share equal to (i) $0.25 post-Consolidation until April 29, 2010; and (ii) any time after April 29, 2010 and prior to the Maturity Date at a conversion price per Common Share equal to $0.50 post-Consolidation (the "Conversion Price"). The conversion right shall be subject to the standard anti-dilution provisions. In the event, the Company's Consolidation is not approved by the Company's shareholders or the TSX Venture Exchange (the "Exchange"), the Conversion Price will be equal to $0.10 per share, in such event the conversion right will start on the date of such refusal.

Each Warrant comprised in a Unit enables the holder to purchase one Common Share of the Company at an exercise price of $0.25 per share (on a post-Consolidation basis) at any time after the effective date of the Consolidation until December 31, 2010, it being understood that upon the Consolidation, the number of Warrants will be consolidated on a 10 for one basis, resulting in the issuance of 3,333 Common Shares per Unit, at a price of $0.25, upon the exercise of all the Warrants included in one Unit. In the event, the Company's Consolidation is not approved by the Company's shareholders or the Exchange, the exercise price of the Warrants will be equal to $0.10, in such event the exercise right of the Warrants will start on the date of such refusal.

Consolidation of Shares

The Company also intends to consolidate the issued and outstanding Common Shares of the Company on the basis of ten (10) Common Shares for one Common Share. In order to be adopted, a resolution must be approved by a simple majority of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at a special general meeting of the shareholders of the Company. The share consolidation (the "Consolidation") is subject to the approval of the Exchange. The Company intends to hold a special general meeting of its shareholders on February 11, 2010 to approve, mainly among other things, such Consolidation.

The resolution would also authorize the Board of Directors to elect not to proceed with, and abandon, the proposed Consolidation at any time if it determines, at its sole discretion, to do so. The Board of Directors would exercise this right if it determined that the Consolidation was no longer in the best interests of the Company and its shareholders. No further approval or action by or prior notice to shareholders would be required for the Board of Directors to abandon the proposed Consolidation.

Background and Reasons for the Share Consolidation

The Company's Board of Directors believes that it is in the interests of the Company's shareholders for the Board to have the authority to implement a share consolidation for the following reasons:

- Raising our share price to more attractive levels: A higher share price would return the Company's share price to a level that is typical of share prices of other widely-owned corporations. The Board of Directors also believes that the anticipated higher share price resulting from the consolidation may meet investing guidelines for certain institutional investors and investment funds that are currently prevented under their investing guidelines from investing in the Company's Common Shares at current price levels.

- Reduction of shareholder transaction costs: The Company's shareholders may benefit from relatively lower trading costs associated with a higher share price. It is likely that many investors pay commissions based on the number of common shares traded when they buy or sell the Company's Common Shares. If the share price were higher, investors may pay lower commissions to trade a fixed dollar amount than they would if the Company's share price is lower.

- Improved trading liquidity: The combination of potentially lower transaction costs and increased interest from institutional investors and investment funds could ultimately improve the trading liquidity of the Company's Common Shares.

Principal Effects of the Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Company's Common Shares and the consolidation ratio will be the same for all the issued and outstanding Common Shares. The Consolidation will affect all shareholders uniformly and will not affect any shareholder's percentage ownership interest in the Company, except to the extent that the Consolidation would otherwise result in any shareholder owning a fractional share. Any fraction resulting from the Consolidation of a shareholder's Common Shares will be rounded down or up depending on the fraction obtained as a result of the Consolidation. In addition, the Consolidation will not affect any shareholder's proportionate voting rights (subject to the treatment of fractional shares). Each Common Share outstanding after the consolidation will be entitled to one vote and will be fully paid and non-assessable. The principal effects of the consolidation will be that:

- the number of Common Shares of the Company issued and outstanding will be reduced from 103,404,344 Common Shares as at the date of the management proxy circular to 10,340,434 Common Shares;

- the exercise price and/or the number of Common Shares of the Company issuable under any of the Company's outstanding convertible securities, purchase warrants, stock options and any other similar securities will be proportionately adjusted upon the Consolidation; and

- the number of Common Shares reserved for issuance under the Company's current stock option plan will be reduced proportionately upon the Consolidation.

Change of Name

The Company also intends to seek shareholders' approval to change its name for Key Gold Holding Inc. in conjunction with the Consolidation.

For further information on the proposed shares Consolidation and change of name, you may refer to the management proxy circular dated January 14, 2010 to be available on SEDAR on www.sedar.com.

About C2C

C2C is a junior mining exploration company listed on the TSX Venture Exchange with concentration in the gold industry.

Forward looking Statement:

This document contains certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or expectation implied by these forward looking statements.

Shares outstanding: 103 404 344

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.

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