Calgary, Alberta--(Newsfile Corp. - January 26, 2021) - Wilton Resources Inc. (TSXV: WIL) (the "Corporation") is pleased to announce that it closed its previously announced non-brokered private placement of units in the capital of the Corporation ("Units") at a purchase price of $0.35 per Unit (the "Offering Price") for aggregate gross proceeds of $350,000 (the "Offering"). The principal use of the proceeds of the Offering will be for general corporate purposes and as a reserve to pursue the acquisition of an international oil and gas property.
Each Unit is comprised of one common share in the capital of the Corporation ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share for a period of 24 months following the closing date of the Offering at an exercise price of $0.40 (the "Exercise Price").
No commission, finder's fee or similar payment (whether in the form of cash, securities or an interest in assets) were paid by the Corporation in connection with the Offering.
The Common Shares and Warrants issued in connection with the Offering and the Common Shares underlying the Warrants are subject to a statutory hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
In connection with closing of the Offering, 557,143 Units were issued to an Insider of the Corporation (as such term is defined under the policies of the TSX Venture Exchange). The participation of the Insider in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering, insofar as it involves the related party, does not exceed 25% of the market capitalization of the Corporation. The Corporation was not in a position to file a material change report more than 21 days in advance of the closing of the Offering, as the participation of the related party was not confirmed at that time.
The Offering was approved by the Corporation's board of directors by means of a unanimous resolution. In connection with the closing of the Offering, Mr. Glenn Smith subscribed for a total of 557,143 Units. As a result of his participation in the Offering, the percentage of the total outstanding Common Shares of the Corporation controlled by Mr. Smith, on an undiluted basis, increased by approximately 0.70%. Mr. Smith now has beneficial ownership of an aggregate of 8,639,857 Common Shares and 2,592,857 Warrants, representing approximately 14.36% of the Corporation's 60,163,832 issued and outstanding Common Shares on an undiluted basis and approximately 17.89% on a partially-diluted basis.
The TSX Venture Exchange provided final acceptance of the Offering on January 26, 2021.
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 principal uses of the proceeds of the Offering. 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 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.
For more information, please contact:
Wilton Resources Inc.
Richard Anderson
Chief Executive Officer and President
(403) 619-6609
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.
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
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