Mr. Richard Anderson reports
WILTON RESOURCES INC. ANNOUNCES PRIVATE PLACEMENT FINANCING
Wilton Resources Inc. intends to issue, by way of non-brokered private placement, units of the corporation at a purchase price of 30 cents per unit for up to 3,333,333 units and for aggregate gross proceeds of a maximum of $1-million. 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 will comprise one common share in the capital of the corporation and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at an exercise price of 40 cents per warrant share for a period of 24 months immediately following the closing date (as defined below).
The corporation expects to close the offering on or about Dec. 12, 2025, or such other date as the corporation may determine in its sole discretion.
In connection with the offering, the corporation may pay to certain arm's-length parties a commission, finder's fee or similar payment (whether in the form of cash, securities or an interest in assets). Further information regarding such fee, if paid, shall be disclosed in a further news release of the corporation.
Completion of the offering 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. The TSX-V has not approved the offering price or the exercise price and these remain subject to the change. The common shares, warrants and the common shares underlying the warrants will be subject to a statutory hold period of four months plus one day from the closing date, in accordance with applicable securities legislation.
It is expected that certain insiders of the corporation (as such term is defined under the policies of the TSX-V) may participate in the offering. The participation of insiders in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The corporation intends to rely 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 parties, does not exceed 25 per cent of the market capitalization of the corporation.
The offering was approved by the corporation's board of directors by means of a unanimous resolution.
We seek Safe Harbor.
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