Mr. Tag Gill
reports
WANGTON CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT
AND CONSOLIDATION OF COMMON SHARES
Wangton Capital Corp. intends to consolidate its common shares on the basis of five
existing common shares for each one new Common share and to concurrently
complete a non-brokered private placement of up to five million postconsolidation common shares of the
company at a price of 10 cents per common share for aggregate proceeds of up to $500,000.
The company intends to use the proceeds from the private placement for evaluating potential qualifying transactions
and for general working capital. Closing of the private placement is subject to a number of conditions, including
receipt of all necessary corporate and regulatory approvals, including from the NEX board of the TSX Venture
Exchange. All securities issued in connection with the private placement will be subject to a four-month-and-one-day hold period from the date of issuance, in accordance with applicable securities laws. The
company may pay finders' fees and/or commissions to eligible persons in connection with the private placement in
accordance with applicable securities laws and the policies of the exchange.
Insiders of the company may participate in the private placement. Any such participation will be considered a
related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders
in Special Transactions. The transaction is expected to be exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued
to such insiders nor the consideration that will be paid by such persons will exceed 25 per cent of the company's market
capitalization.
In accordance with the articles of the company, shareholder approval is not required for the consolidation, but
the consolidation is subject to the approval of the exchange. The company does not intend to change its name
or its current trading symbol in connection with the proposed share consolidation. Additional information
regarding the record date and effective date of the consolidation will be provided in a subsequent news release.
No fractional common shares will be issued as a result of the consolidation. Any fractional shares will be
rounded up or down to the nearest whole common share. The company's outstanding incentive stock options
and warrants will be adjusted on the same basis (1:5) to reflect the consolidation, with proportionate
adjustments to exercise prices made in accordance with their respective terms.
We seek Safe Harbor.
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