Wildsky Resources Inc. (the "Company") (TSX-V: WSK, US: HWTHF) is pleased to announce a non-brokered, private placement (the "Offering") of debentures (the "Debentures") of the Company at a price of $1,000 per Debenture for gross proceeds of $302,000. Each Debenture has the following terms and conditions attached:
- Term: twelve (12) months from the date of issuance of the Debentures, subject to an option on the part of the holders thereof to extend the maturity to twenty-four (24) months from the date of issuance of the Debentures.
- Interest Rate: the Debentures shall bear a simple interest of ten percent (10%) per annum, accrued monthly, and payable at maturity.
- Security: The Debentures shall be unsecured.
- Conversion: The Debentureholder may, at any time and from time to time up to maturity, elect to convert the outstanding Debentures and any interest accrued and unpaid thereon into common shares in the capital of the Company (the "Conversion Shares") at a price of $0.10 per Conversion Share.
Finder's fees may be paid in conjunction with the Offering. The Company intends to use the net proceeds from the Offering for general working capital.
The Company anticipates that certain directors and officers of the Company will participate in the Offering and, as such, the Offering will be a related party transaction as such term is defined in TSX Venture Exchange Policy 5.9 and Ontario Securities Commission Multilateral Instrument 61-101 ("MI61-101"). Wenhong Jin, President and CEO of the Company, intends to subscribe for 42 Debentures through his wholly-owned company Geosite Consulting Inc. Ke Feng Yuan, CFO of the Company, intends to subscribe for 10 Debentures.
The Offering is exempt from the requirements for a formal valuation set out in Section 5.4 of MI61-101 since the transaction is a distribution of securities for cash and neither the Company neither, to the knowledge of the Company after reasonable inquiry, Mr. Jin nor Ms. Yuan has knowledge of any material information concerning the Company or its securities that has not been generally publically disclosed. The Offering has been approved by the Company's disinterested directors. The Offering is exempt from the requirements in Section 5.7 of MI61-101 for approval by its minority shareholders since the fair market value of the transaction is less than $2,500,000.
About Wildsky Resources Inc.
Wildsky Resources Inc. is a Canadian based exploration and development company with office located in Vancouver, B.C. The Company's goal is to create value for shareholders through continuously exploring and developing mineral properties and at the same time looking for new properties to acquire through its international connections.
For more information on Wildsky Resources, please contact the Company at (778) 889-4966, or visit the Company's website at www.wildskyresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"signed by Wenhong Jin"
Wenhong Jin
President and CEO
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 of accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Wildsky Resources' periodic filings with Canadian securities regulators. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "appear", "should," and similar expressions, are forward-looking statements.
Although Wildsky Resources has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and Wildsky Resources disclaims any intention or obligation to update or revise such information, except as required by applicable law.