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

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