Wilton Resources Inc.
TSX VENTURE : WIL.P

August 11, 2011 16:15 ET

Wilton Resources Inc. Announces Proposed Management Appointments

CALGARY, ALBERTA--(Marketwire - Aug. 11, 2011) -

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Wilton Resources Inc. (the "Corporation") (TSX VENTURE:WIL.P) and its Chief Executive Officer, Richard Anderson, are pleased to announce that further to the Corporation's press release dated July 21, 2011 and in conjunction with the proposed acquisition of a 75% non-operating interest in oil and gas properties located in Monitor, Alberta (the "Proposed Acquisition"), the Corporation intends to appoint additional professionals with international oil and gas expertise to its management team.

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).

Proposed Officers of the Resulting Issuer

As noted in the Corporation's press release dated July 21, 2011, it is anticipated that each member of the current board of directors of the Corporation (the "Board") will continue in their role as a director of the Corporation following completion of the Proposed Acquisition. In connection with the Proposed Acquisition, it is anticipated that a change in management will occur. It is anticipated that Richard Anderson will retain the position of Chief Executive Officer, but will resign as Chief Financial Officer and President. The following is a brief description of the residence, position with the Corporation, background and experience of the proposed officers of the Corporation upon completion of the Proposed Acquisition:

Richard G. Anderson – Chief Executive Officer, Corporate Secretary and Director

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).

Kenneth Rutherford – Chief Financial Officer

Mr. Rutherford graduated from the University of Calgary with a Bachelor of Commerce (with distinction) in 1975 and in 1977 was admitted to the Institute of Chartered Accountants of Alberta. During his career, Mr. Rutherford has held positions in public practice with an international firm of chartered accountants, and in the oil and gas industry where he has held senior management and executive positions with both private and public companies.

Mr. Rutherford's held the position of Senior Advisor of Special Projects of First Calgary Petroleums Ltd. ("First Calgary") from December 2005 until September 2008. Prior to this, he served as Chief Financial Officer and Vice President of Finance of First Calgary from 1999-2005. In addition, Mr. Rutherford has held senior management and executive positions with Shelter Hydrocarbons Limited, Opinac Exploration Limited, CN Exploration, Arakis Energy Corp. and Scorpion Energy. Mr Rutherford has also served as a director of Arakis Energy Corp. and Abacan Resources Corp.

Gerry W. Welsh – President and Chief Operating Officer

Mr. Welsh holds a Bachelor of Science degree in Mechanical Engineering from the University of Calgary, Calgary, Alberta, Canada (1969). Mr. Welsh has a thorough understanding of international energy businesses and extensive enterprise building success gained over his 40 years of experience in the regulated and unregulated natural gas and power generation industries in Canada, the United Kingdom, and Australia. During his 28 years in the natural gas industry and 12 years in the power generation industry, he has held positions in engineering, energy marketing, energy supply, major project construction, project management, project finance, utility and non-utility operations, regulation, and general management.

Mr. Welsh is the former President and Chief Operating Officer of ATCO Power Ltd. where he was responsible for all aspects of 19 jointly owned power generation plants in Canada, the United Kingdom and Australia. Prior to his appointment as President and Chief Operating Officer, he served as Senior Vice President, Construction and was responsible for a $1.5 billion construction program. Mr. Welsh also served as President of ATCO Energy where he was responsible for developing a strategic business plan and retail strategy during a period of industry deregulation in Alberta, Canada. From 1992 to 1999, Mr. Welsh was Chief Executive Officer of Thames Power Services located in London, England, where he oversaw the construction, commissioning, and early operations of the Barking Power Project, a $1.5 billion power generating initiative.

Emmanuel Malterre – Vice President, Exploration

Mr. Malterre holds a Bachelor of Engineering (Mining Engineering and Applied Geophysics) from McGill University, Montréal, Quebec, Canada (1965); and graduate work in Geophysics, Colorado School of Mines, Colorado, USA (1969). Mr. Malterre has 40 years of diversified international experience in petroleum exploration and development, evaluations, and operations in Africa, Latin America, Asia, and North America.

Mr. Malterre was Chief Geophysicist at First Calgary from 2002 through 2009. Prior to this position, Mr. Malterre was Geophysical Superintendent with Sirte Oil Company of Libya and a Geophysical/ Exploration & Development Consultant, in Indonesia, China, Guatemala, Bolivia, Gulf of Suez, and Canada offshore East Coast. These roles involved exploration, acquisition, and interpretation of several large 3D surveys in the Sahara desert. Also, Mr. Maltrerre was responsible for recommendations of drilling locations and London-based New Ventures and Bid Rounds evaluations.

Trading

The Corporation's common shares were listed for trading on the Exchange on August 5, 2009. In accordance with the Exchange Policy 2.4 "Capital Pool Companies", the Corporation was given 24 months to complete a Qualifying Transaction. On July 21, 2011, the Corporation announced an intention to acquire a 75% non-operating interest in oil and gas properties located in Monitor, Alberta, as its Qualifying Transaction. In connection with this announcement, the common shares of the Corporation were halted from trading in accordance with the policies of the Exchange. To date, the Corporation has made significant progress towards completing the Proposed Acquisition. However, pursuant to the policies of the Exchange, the trading status of a capital pool company is suspended where the capital pool company has not evidenced completion of a Qualifying Transaction within 24 months of its initial listing date. As this 24 month deadline has expired effective August 10, 2011, the trading status of the Corporation's securities has been changed from a halt to a suspend. The Corporation will be required to complete the Proposed Acquisition prior to November 3, 2011, in order to avoid a transfer of its listing to the NEX board of the Exchange or a delisting of the securities of the Corporation. It is currently anticipated that the Proposed Acquisition will be completed by September 30, 2011. Assuming the Exchange grants final acceptance of the Proposed Acquisition, it is anticipated that the common shares of the Corporation will resume trading on the Exchange shortly after the Exchange issues the final approval of the Proposed Acquisition.

Corporate Strategy 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.

Sponsorship

In relation to the Proposed Acquisition, the Corporation has applied for an exemption from the Exchange with respect to the Exchange's sponsorship requirement pursuant to Section 3.4 of Policy 2.2 "Sponsorship and Sponsorship Requirements" of the Exchange's Corporate Finance Manual. There is no assurance that such exemption will be granted.

Additional Information

Completion of the Proposed Acquisition is subject to a number of conditions including, but not limited to, the Exchange acceptance and, if required by the 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 sponsorship, summary financial information in respect of the Property and history of the Property.

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.

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

Cautionary statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the appointment of officers and the proposal to complete 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 appointment of officers, 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 appointment of officers, 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 or the Proposed Acquisition.

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.

Contact Information

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