Western Troy Capital Resources Inc.

Western Troy Capital Resources Inc.

April 28, 2014 10:18 ET

Western Troy Provides Corporate Update and Announces Possible Share Consolidation

TORONTO, ONTARIO--(Marketwired - April 28, 2014) - Western Troy Capital Resources (TSX VENTURE:WRY) ("Western Troy" or the "Company") is pleased to announce that the Company is proposing to implement a possible consolidation of its common shares (the "Shares") on the basis of up to one (1) post-consolidation Share for five (5) pre-consolidation Shares (the "Consolidation"). The Consolidation is subject to the approval of the TSX Venture Exchange and the Company's shareholders (the "Shareholders"). The Company also advises that it will send materials relating to this year's annual and special meeting to be held on May 29, 2014, which details on the proposed Consolidation, to Shareholders of record as of April 16, 2014.

Implementation of the Consolidation will not materially affect the percentage ownership of the Shareholders and the Consolidation will merely proportionally reduce the number of Shares held by the Shareholders.

As at the date hereof, an aggregate of 33,589,970 pre-consolidation Shares are issued and outstanding. Assuming implementation of the Consolidation at the maximum ratio of 1:5, there will be an aggregate of approximately 6,717,884 post-Consolidation Shares issued and outstanding.

In the event the implementation of the Consolidation would otherwise result in the issuance of a fractional Share, no fractional Share will be issued and such fraction will be rounded up or down to the nearest whole number. In addition, the number of Shares issuable upon the exercise of any outstanding incentive stock options or any other convertible securities of Western Troy will be proportionally adjusted upon the implementation of the Consolidation. Notwithstanding approval by the Shareholders, the board of directors of the Company may, in its sole discretion, revoke the special resolution approving the Consolidation at any time prior to its implementation.

The Board and management of Western Troy believe that the Consolidation, if implemented, would be in the best interests of Shareholders since it may provide the Company with increased flexibility to seek additional financing opportunities, pursue strategic transactions or to allow for the acquisition of new projects of merit. Western Troy will not be changing its name or its trading symbol in conjunction with the proposed Consolidation.

Rex Loesby, CEO of the Company, commented, "Western Troy is continuing to evaluate possible business combinations and/or acquisitions. Over the past year we have studied a number of possible transactions that might be beneficial for our shareholders. We have been very close to closing some of these potential transactions, but have backed off when due diligence revealed problems, or the parties involved changed terms."

"We have asked for shareholder approval of a consolidation of the shares of Western Troy. This will allow us to be more flexible in negotiating favorable terms for possible acquisitions and the associated funding that might be necessary going forward. We do not anticipate effecting a share consolidation unless it is desirable as part of what could be a favorable transaction for our shareholders."

"We have been diligent in the pursuit of Western Troy's claims in the GENIVAR litigation. Based on the information we have to date, we remain confident that Western Troy has a strong claim against GENIVAR. The cost of the litigation has been substantially less than we originally estimated when we began the process of recovery of damages."

"Our cash position remains strong and, while we will continue to pursue business combinations and/or acquisitions, we have the resources to maintain the Company well beyond the end of 2015 without the need to raise additional capital. This includes an estimate for the cost of the GENIVAR litigation through a full trial."

About Western Troy: Western Troy's shares trade on the TSX Venture Exchange under the symbol WRY. Western Troy has 33,589,970 shares outstanding. More information on Western Troy can be found on its Website at www.westerntroy.com.

CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain "forward-looking statements." Other than statements of historical fact, all statements included in this release, including, without limitation, future plans and objectives of the Company, implementation of the Consolidation, and possible outcomes in respect of the GENIVAR litigation, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators.

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