Wilton Resources Inc.
TSX VENTURE : WIL.P

July 21, 2011 20:29 ET

Wilton Resources Inc. Announces Letter of Intent for the Acquisition of Interests in Oil and Gas Properties

CALGARY, ALBERTA--(Marketwire - July 21, 2011) -

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.

Wilton Resources Inc. (the "Corporation") (TSX VENTURE:WIL.P) is pleased to announce that the Corporation has entered into a letter of intent dated July 19, 2011 (the "Letter of Intent") with an independent third party (the "Vendor"), whereby the Corporation has agreed to acquire a 75% non-operating interest in the Vendor's oil and gas properties located in Monitor, Alberta (the "Proposed Acquisition").

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) and has a registered office in Calgary, Alberta. It is a "capital pool company" under the policies of TSX Venture Exchange (the "Exchange"). It is intended that the Proposed Acquisition will constitute the "Qualifying Transaction" of the Corporation, as such term is defined in the policies of the Exchange. The Corporation is a "reporting issuer" within the meaning of the Securities Act (Alberta) and the Securities Act (British Columbia).

The Vendor is a private corporation incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta. The Vendor owns and operates an asset base of producing oil and gas properties in Western Canada.

The Qualifying Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a Non-Arm's Length Qualifying Transaction, as such term is defined under the policies of the Exchange.

It is expected that upon completion of the Qualifying Transaction, the Corporation will meet Initial Listing Requirements for a Tier 2 oil and gas issuer under the policies of the Exchange.

Description of the Properties

The Corporation's Proposed Acquisition is comprised of a 75% non-operating interest in oil and gas properties located in Monitor, Alberta (the "Non-Operating Interest"). Pursuant to Schedule "A" attached to the Letter of Intent, this property (referred to as the "Property") includes:

Section 10-35-5-W4
All petroleum and natural gas rights below Viking to base of Mannville
Alta petroleum and natural gas lease 0403100713
Well: 102/13-10-35-5-W4.

A technical report compliant with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities will be submitted to the Exchange for review and detailed information on the Property will be included in a subsequent press release.

The Proposed Acquisition

Subject to any regulatory, shareholder, director or other approval that may be required, the completion of satisfactory due diligence by the Corporation and other terms and conditions contained in the Letter of Intent, it is intended that the Corporation will acquire the Non-Operating Interest from the Vendor at a purchase price of $825,000 in Canadian funds (the "Purchase Price"). Subject to prior Exchange approval, the Corporation is expected to pay a refundable deposit of $125,000 in Canadian funds to be applied against the Purchase Price.

On closing of the Proposed Acquisition, the Corporation will issue to the Vendor 1,076,923 common shares of the Corporation ("Common Shares") at a deemed price of $0.65 per Common Share, representing the balance of the Purchase Price.

Corporate Strategy of the Corporation

The board of directors of the Corporation (the "Board") wishes to confirm the corporate strategy going forward. The business plan of the Corporation was and continues to be the investment and acquisition of large international oil and gas assets and to engage in international exploration and development. The Board had reviewed a number of potential international projects but has not entered into any agreements in principal with respect to those projects. Upon completion of the Proposed Acquisition, the Corporation will continue to pursue its international oil and gas acquisition strategy.

Board of Directors of the Resulting Issuer

The following is a brief description of the residence, position with the Corporation, background and experience of the proposed directors of the Corporation upon completion of the Proposed Acquisition, which will continue to be the current Board. The Corporation will issue a subsequent news release which will include details with respect to the officers of the resulting issuer.

Richard G. Anderson - Calgary, Alberta

Mr. Richard Anderson has a breadth of experience in the energy industry and the development of international oil and gas ventures. Mr. Anderson served as the President, Chief Executive Officer and Director of First Calgary Petroleums Ltd. (1997 – 2008), a company which was named international company of the year by AIM of the London Stock Exchange in 2003. Prior to joining First Calgary Petroleums Ltd., Mr. Anderson held various positions with oil and gas companies. These include heading up the land department for Siebens Oil and Gas, serving as a founding director and Vice-President of Tangent Oil and Gas Ltd., and acting as founder, President, Chief Executive Officer and director of Petrostar Petroleums, a Canadian public oil and gas company. Mr. Anderson holds a Bachelor of Commerce from the University of Calgary (1971).

Stuart B. McDowall - Calgary, Alberta

Mr. Stuart McDowall is an executive with significant international government and multicultural experience. Since 2002, Mr. McDowall has been the principal of McDowall Developments, an international consulting firm that specializes in the petroleum sector, including export, financing, corporate governance and corporate social responsibility. Prior to establishing McDowall Developments, Mr. McDowall held the position of Chief Executive Officer at Blue Mountain Energy Ltd. (2000-2001) where he identified various international oil and gas exploration and development opportunities in developing countries, including Africa, South America and the Far East. Mr. McDowall also served as the Chief Executive Officer of Fosters Resources Ltd. (from 2000-2001).

In addition, Mr. McDowall served in Canada's Foreign Service from 1961 to 1999, including as Canada's Ambassador to the United Arab Emirates and has diplomatic experience in the Middle East, Latin America, Europe, Africa and U.S.A. Mr. McDowall has served as Director General of Talisman Energy (1999-2001), where he was responsible for investor, government and community relations in Sudan. Mr. McDowall holds a Bachelor of Science degree in Civil Engineering from the University of Alberta (1962), and an Advanced Management certificate from the University of Western Ontario (1984). Mr. McDowall is also a member of APEGGA and AIPN and is a past President of the Engineering Institute of Canada -- Calgary Chapter.

Allen F. Emes - Calgary, Alberta

Mr. Allen Emes is a securities industry professional specializing in corporate finance, with an emphasis on oil and gas financing and advisory assignments. Mr. Emes has been an independent businessman since 2007, serving as a director for certain public companies and managing various personal investments. Prior to 2007, Mr. Emes held the positions of Vice President at Integral Securities (2006), Vice President of Woodstone Capital Corporation (2004-2006), Vice Chairman of Octagon Capital (1999-2003), and Senior Vice President of Research Capital (1995-1999). Immediately prior to entering the investment business, Mr. Emes was Vice President, Finance and Chief Financial Officer for Morgan Hydrocarbons Inc. (1990-1995), and Senior Vice President and Chief Financial Officer of Sceptre Resources Ltd. (1980-1989). Mr. Emes has served on the board of directors for Creation Casinos Inc. (2003-2004). As a member of the Alberta Institute of Chartered Accountants (1974), Mr. Emes spent five years as a tax specialist at two international firms, Arthur Anderson & Co and subsequently Peat Marwick Mitchell & Co., with an emphasis on oil and gas and cross-border taxation. Mr. Emes holds a Bachelor of Arts degree from the University of Calgary (1967) and an MBA (finance) from the University of Oregon (1970).

Darryl J. Raymaker - Calgary, Alberta

Mr. Darryl Raymaker, has substantial experience as a practicing lawyer and as a director in both the public service and corporate fields. Mr. Raymaker has served as counsel at the law firm Cuming, Gillespie & Raymaker LLP (2007-Present), counsel at the law firm McNally Cuming Raymaker LLP (2004-2007), and as senior partner at the law firm Raymaker and Associates LLP (1989-2004). In the public service field, he has served on the boards of several organizations, including the Calgary District Hospital Group, the Calgary Planning Commission and the City of Calgary Police Commission. His experience in these organizations includes finance, governance, compensation and human resources. Mr. Raymaker has served as a director of First Calgary Petroleums Ltd. (1997-2008) and PetroStar Petroleum Ltd. (1992-1996). He also served as a director of the Canada Deposit Insurance Corporation (2002-2007) a crown corporation that insures customer deposits at Canadian chartered banks. While with the CDIC Mr. Raymaker served on the compensation, human resources and audit committees of the corporation. Mr. Raymaker holds a Bachelor of Arts degree (1962) as well as a Bachelor of Laws degree (1963) from the University of Alberta, and was appointed to the Queen's Counsel for the Province of Alberta in 1992.

Roy MacLaren – Toronto, Ontario

The Honourable Roy MacLaren, is a Canadian politician, diplomat, businessman and author. He has served as a Member of Parliament (1979-1984 and 1988-1996), with the Canadian Foreign Service, with the United Nations in New York and Geneva, and with the Department of External Affairs in Ottawa. He left public service for the private sector in 1969, becoming Director of Public Affairs, at Massey Ferguson Ltd. In 1974 he was named President of Ogilvy Mather Canada, and in 1977 assumed the position of President and Publisher with CB Media Ltd. Mr. MacLaren returned to diplomatic life in 1996, serving as High Commissioner for Canada to the United Kingdom of Great Britain and Northern Ireland until 2000. Mr. MacLaren is a current or former director of Standard Life PLC, Brookfield Asset Management Inc., Canadian Tire Corporation Limited, Algoma Central Corporation, Patheon and Pacific Safety Products Inc. He has been an advisor to British Petroleum, Computing Devices of Canada, the Bank of Nova Scotia and AMEC. He is the Chairman of the Canada-Europe Business Round Table and the Canada-India Business Council. He is the former Chairman of the Canadian Institute of International Affairs and the Atlantic Council of Canada. Mr. MacLaren is a graduate of the Universities of British Columbia, Cambridge and Toronto. He attended the Advanced Management Programme at the Harvard Business School and is the recipient of four honorary doctorates. He is a Commissioner of the Trilateral Commission and a former Honorary Colonel of the 7th Toronto Regiment, Royal Canadian Artillery.

Sponsorship of Qualifying Transaction

The Corporation intends to apply for an exemption from the sponsorship requirements of the Exchange in connection with the Amalgamation. There is no assurance that such exemption will be granted.

Trading Halt

In accordance with the policies of the Exchange, the Common Shares of the Corporation are currently halted from trading. The common shares of the Corporation will remain halted until further notice.

Additional Information

Completion of the Proposed Acquisition is subject to a number of conditions including, but not limited to, the satisfaction of the Corporation of certain due diligence investigations, the completion of a definitive agreement setting forth the terms and conditions set out in the Letter of Intent, closing conditions customary to transactions of the nature of the Proposed Acquisition, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Proposed Acquisition cannot close until the required shareholder approval is obtained and there can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

If and when a definitive agreement between the Corporation and the Vendor is executed, in accordance with the policies of the Exchange, the Corporation will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Proposed Acquisition, including information relating to insiders and officers of the resulting issuer, sponsorship, summary financial information in respect of the Property, and to the extent not contained in this press release, history of the Property and the proposed directors, officers, and insiders of the Corporation upon completion of the Proposed Acquisition.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Cautionary statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Acquisition and associated transactions, including statements regarding the terms and conditions of the Proposed Acquisition and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Acquisition and associated transactions, that the ultimate terms of the Proposed Acquisition and associated transactions will differ from those that currently are contemplated, and that the Proposed Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, the Vendor, the Property or their respective financial or operating results or (as applicable), their securities.

Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Contact Information

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