Wilton Resources Inc.
TSX VENTURE : WIL

February 04, 2015 21:03 ET

Wilton Resources Inc. Announces Private Placement Financing

CALGARY, ALBERTA--(Marketwired - Feb. 4, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Wilton Resources Inc. (the "Corporation") (TSX VENTURE:WIL) intends to complete a non-brokered private placement (the "Private Placement") of a minimum of 1,500,000 units and a maximum of 2,000,000 units ("Units") comprised of one common share in the capital of the Corporation ("Share") and one common share purchase warrant ("Warrant") at a price of $0.25 per Unit for minimum aggregate gross proceeds of $375,000 and maximum aggregate gross proceeds of $500,000. 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 $0.50. If, at any time prior to the expiry of the Warrants, the trading price of the Shares exceeds $1.00 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 such notice.

In certain instances, the Corporation may pay finder's fees to eligible persons ("Finders") on a portion of the Private Placement consisting of a cash payment equal to 7% of gross proceeds raised from applicable subscriptions in the Private Placement and the issuance of finder's warrants ("Finder's Warrants") equal to 7% of the gross proceeds raised from applicable subscriptions in the Private Placement. Each Finder's Warrant will entitle the holder to acquire one additional Common Share at a price of $0.25 for a period of 18 months from the closing date of the Private Placement.

Completion of the Private Placement 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.

As available, a portion or all of the Private Placement may be completed pursuant to Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders ("CSA 45-313") and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof (collectively with CSA 45-313, the "Existing Security Holder Exemption"). As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador and Ontario.

Subject to applicable securities laws, the Corporation will permit each person or company who, as of February 3, 2015 (being the record date set by the Corporation pursuant to CSA 45-313), hold Shares to subscribe for Units that will be distributed pursuant to the Private Placement, provided that the Existing Security Holder Exemption is available to such person or company. In addition to conducting the Private Placement pursuant to the Existing Security Holder Exemption, the Corporation may also accept subscriptions for Units where other prospectus exemptions are available.

Pursuant to CSA 45-313, each subscriber relying on the Existing Security Holder Exemption may subscribe for a maximum of 60,000 Units, being such amount of Units that results in an acquisition cost of less than or equal to $15,000 for such subscribers, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). In the event that aggregate subscriptions for Units under the Private Placement exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for (the "Order of Distribution"). The securities issued pursuant to the Private Placement 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 principal use of the proceeds of the Private Placement will be for future working capital, whether in the event that the minimum or maximum amount of aggregate proceeds is raised by the Private Placement.

The Corporation does not expect to provide any offering materials to subscribers in connection with the Private Placement. For more information concerning the Corporation, please refer to the Corporation's profile on the SEDAR website at www.sedar.com.

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 Private Placement; the Warrants; compensation payable to Finders; CSA 45-313 and the Existing Security Holder Exemption; the Order of Distribution; statutory hold periods; the principal uses of the proceeds of the Private Placement; 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 Private Placement; the availability of certain prospectus exemptions in respect of the Private Placement; 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) accept 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