Subject: News release for dissemination
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File: Attachment Wangton - News Release announcing Private Placement Share Consolidation (Apr 2026).pdf
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE
UNITED STATES
WANGTON CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT
AND CONSOLIDATION OF COMMON SHARES
Vancouver, British Columbia April 8, 2026 Wangton Capital Corp. ("Wangton" or the "Company") (NEX:
WT.H) announces that it intends to consolidate its common shares (the "Common Shares") on the basis of five
(5) existing Common Shares for each one (1) new Common Share (the "Consolidation") and to concurrently
complete a non-brokered private placement of up to five million post-Consolidation Common Shares of the
Company at a price of $0.10 per Common Share for aggregate proceeds of up to $500,000 (the "Private
Placement").
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 (the "Exchange"). All securities issued in connection with the Private Placement will be subject to a four
(4) month and one (1) day hold period from the date of issuance, in accordance with applicable securities laws. The
Company may pay a finder's fee 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 ("MI 61-101"). 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% 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.
The securities issued pursuant to the Private Placement have not, nor will they be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the
U.S. registration requirements. This news 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 the United States or in any other jurisdiction in which
such offer, solicitation or sale would be unlawful.
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LEGAL_49232853.1
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On behalf of Wangton Capital Corp.
Tag Gill
Interim Chief Executive Officer and President
For further information, please contact:
Tag Gill
tag.gill@live.ca
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.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes "forward-looking information" that is subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are
not limited to, statements relating to the completion of the Private Placement and the Company's use of proceeds are
subject to all the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements
are not guarantees of future events and that actual events or developments may differ materially from those projected in
the forward-looking statements. Such forward-looking statements represent management's best judgment based on
information currently available. No securities regulatory authority has either approved or disapproved of the contents of
this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking
statements, except as may be required by law.
Page 2 Wangton Capital Corp. News Release April 8, 2026
WANGTON CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT
AND CONSOLIDATION OF COMMON SHARES
LEGAL_49232853.1
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