Wilton Resources Inc.
TSX VENTURE : WIL

October 25, 2013 17:53 ET

Wilton Resources Inc. Announces Proposed Issuance of up to $1,000,000 of 7.5% Convertible Unsecured Debentures

CALGARY, ALBERTA--(Marketwired - Oct. 25, 2013) -

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. ("Wilton" or the "Corporation") (TSX VENTURE:WIL) is pleased to announce that it proposes to issue a series of 7.5% convertible unsecured debentures in the principal amount of up to $1,000,000 (the "Debentures") subject to regulatory body and corporate approval (the "Offering"). The Debentures are anticipated to be issued in the principal amount of $1,000,000, bear simple interest at a rate of 7.5% per annum payable quarterly in arrears and shall mature two years after the date of issue. At the option of the holders of the Debentures, the Debentures shall be convertible at any time up to the time of maturity into common shares of the Corporation ("Common Shares") at a deemed issue price of $1.00 during the first year of the term of the Debentures, which will be increased to $1.25 during the second year of the term of the Debentures. If at any time during the second year of the term of the Debentures, the average closing trading price per Common Share for a period of twenty (20) consecutive trading days, is equal to or greater than $1.50, the Corporation shall have the right, at its option, upon providing fifteen (15) days' notice in writing to the holders of the Debentures, to convert the Debentures into Common Shares at the second year conversion price of $1.25 per Common Share.

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 7.5% and the issuance of finder's warrants ("Finder's Warrants") equal to 7.5% 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 $1.00 for a period of two years from the closing date of the Offering.

All of the proceeds of the Debentures will be used for general working capital purposes of the Corporation.

About Wilton

Wilton is a Canadian company listed on the TSX Venture Exchange and is focused on the acquisition of large international oil and gas assets and engaging in international oil and gas exploration.

Additional information regarding Wilton Resources Inc. is available on www.sedar.com.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" 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 belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the completion and timing of the Offering, the use of proceeds of the Offering and the payment of a commission to Finders. 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 factors and assumptions include that management will be able to raise adequate proceeds from the Offering, that the Corporation will obtain all necessary regulatory approvals, that the Corporation will use finders to obtain subscriptions to the Offering and that the board of directors will not determine that it is in the best interests of the Corporation to change the intended use of proceeds. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the failure to obtain the required approvals for the Offering in a timely fashion or at all, general economic conditions, market risks relating to the oil and gas industry, the inherent risks involved in the exploration and development of oil and gas properties, the uncertainties involved in interpreting exploration results and other data and the ability of the Corporation to obtain the funds and resources required to carry out further acquisition exploration. 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. Because of 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 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 this release.

Contact Information

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