C2C Gold Corporation Inc.
TSX VENTURE : CCN

C2C Gold Corporation Inc.

January 20, 2010 17:19 ET

Modifications to the Terms and Conditions of the Private Placement Previously Announced on January 19, 2010

QUEBEC CITY, CANADA--(Marketwire - Jan. 20, 2010) - C2C Gold Corporation Inc. (the "Company") (TSX VENTURE:CCN) hereby announces some modifications to the terms and conditions of the proposed private placement previously announced in its press release dated January 19, 2010. The general terms and conditions of the private placement remains the same except that the number of common share purchase warrants (the "Warrants") comprised in each unit (a "Unit") subscribed is raised from a number of 33,333 Warrants (or 3,333 post-consolidation), as previously announced, to 400,000 Warrants (or 40,000 post-consolidation).

It is also assumed that, pursuant to the Policy 4.1 of TSX Venture Exchange (the "Exchange"), the number of common shares of the Company (the "Common Shares") that may be issued on exercise of the Warrants must not exceed, in any case scenario, the total number of Common Shares that may be issued upon the conversion of the convertible debentures (the "Debentures"). Therefore, in the event the proposed consolidation of shares (the "Consolidation") was not duly approved by the shareholders of the Company or by the Exchange, the number of Warrants comprised in each Unit would be automatically reduced accordingly so that no more than 3,500,000 Warrants, assuming completion of the Minimum Offering (as defined below), or 5,000,000 Warrants, assuming completion of the Maximum Offering (as defined below), would be issued, representing an aggregate number of 100,000 Warrants per Unit, in the scenario event where the Consolidation was not duly approved.

Therefore, the terms and conditions of the proposed private placement should be read as follow:

A non-brokered private placement of Units, each consisting of (i) one Debenture for a principal amount of $10,000; and (ii) 400,000 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 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 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 40,000 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: (i) the exercise price of the Warrants will be equal to $0.10; (ii) the number of Warrants per Unit will be automatically reduced to 100,000 Warrants per said Unit; and (iii) the exercise right of the Warrants will start on the date of such refusal.

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.

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.

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.

Shares outstanding: 103 404 344

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