Wilton Resources Inc.

March 24, 2016 16:35 ET

Wilton Resources Inc. Announces Additional Exemption to Private Placement Financing

CALGARY, ALBERTA--(Marketwired - March 24, 2016) -


Wilton Resources Inc. (the "Corporation") (TSX VENTURE:WIL) is pleased to announce that, further to its press releases of March 17, 2016 and March 23, 2016 (the "prior press releases"), and as available, a portion or all of the Offering (as defined below) may be completed pursuant to Multilateral CSA Notice 45-318 - Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the "Investment Dealer Exemption"). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.

In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Corporation will also accept subscriptions for Units where other prospectus exemptions are available, including the Existing Security Holder Exemption (as defined in the prior press release).

As described in the prior press release, the Corporation intends to issue, by way of a non-brokered private placement, (the "Offering") up to 2,500,000 units ("Units") of the Corporation at a purchase price of $0.40 per Unit for gross proceeds of up to $1,000,000. Each Unit will be comprised of one common share and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one Common Share for a period of 24 months from the date of issuance at an exercise price of $0.60. If at any time prior to the expiry of the Warrants the trading price of the Common Shares exceeds $1.25 for a period of 21 consecutive trading days, the issuer may provide notice to the holders of the Warrants that the Warrants will expire 21 days after the date of the notice. The principal use of the proceeds of the Offering will be for general corporate purposes and future working capital.

Under the first tranche of the Private Placement, completed on March 23, 2016, the Corporation issued 2,008,000 Units of the Corporation for gross proceeds of $803,200.

In certain instances, the Corporation may pay finder's fees to eligible persons ("Finders") on a portion of the Offering consisting of a cash payment equal to 7% of gross proceeds raised from applicable subscriptions in the Offering and the issuance of finder's warrants ("Finder's Warrants") equal to 7% of the gross proceeds raised from applicable subscriptions in the Offering. Each Finder's Warrant will entitle the holder to acquire one additional Common Share at a price of $0.40 for a period of 24 months from the closing date of the Offering (the "Closing Date").

Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.

The securities issued pursuant to the Offering will be subject to statutory hold periods expiring four months and one day from the date of issuance of such securities, and such other restrictions as are required by applicable securities laws.

The Corporation does not expect to provide any offering materials to subscribers in connection with the Offering. For more information concerning the Corporation, please refer to the Corporation's profile on the SEDAR website at www.sedar.com. As at the date hereof, there is no material fact or material change in respect of the issuer that has not been generally disclosed.

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "intend", "may", "will", "expect", and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information with respect to the Offering; the Warrants; compensation payable to Finders; CSA 45-318 and the Investment Dealer Exemption; CSA 45-313 and the Existing Security Holder Exemption; the Order of Distribution; statutory hold periods; the principal uses of the proceeds of the Offering; and offering materials. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material facts and assumptions include obtaining approval of the TSX Venture Exchange of the proposed Offering; the availability of certain prospectus exemptions in respect of the Offering; and the intended use of proceeds remaining in the best interests of the Corporation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither the 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 the content of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

Contact Information

  • Wilton Resources Inc.
    Richard Anderson
    Chief Executive Officer
    (403) 619-6609