General Announcement::Issuance of Convertible Notes and Non-Listed Warrants - Issue of 4,000,000 Conversion Shares

WILTON RESOURCES CORPORATION LIMITED

(Company Registration No. 200300950D)

(Incorporated in the Republic of Singapore)

PROPOSED ISSUANCE OF CONVERTIBLE NOTES AND NON-LISTED WARRANTS

• ISSUE OF 4,000,000 CONVERSION SHARES

Unless otherwise defined, all capitalized terms used in this announcement shall have the same meanings ascribed to them in the Company's announcements dated 31 March 2021 and 23 April 2021 (the "Announcements") in relation to the proposed issuance of unsecured convertible notes and unlisted warrants ("Proposed Issue").

1. INTRODUCTION
2. 1. 
      The Board refers to the Company's announcement on 5 May 2021 which stated that, as of 29 April 2021 ("First Tranche"), the Subscriber had subscribed for, and the Company had duly issued to the Subscriber, an aggregate principal amount of S$1,220,000 of Notes (Certificate Numbers 000001 to 000122) ("Issued Notes"), in accordance with the terms and conditions of the Subscription Agreement. In addition, 24,999,999 Warrants (Certificate Number 000001) ("Issued Warrants") shall be attached to the Issued Notes, based on the Warrant Exercise Price of S$0.033.
      Further to the above, the Subscriber had, on 9 July 2021, exercised its rights to convert ten
   2. of the Issued Notes (being, Certificate Numbers 000014 to 000023) ("Fourth Converted Notes"). The Fourth Converted Notes, with an aggregate principal value of S$100,000, shall be converted into an aggregate of 4,000,000 Conversion Shares at the Effective Conversion Price of S$0.025 for each Conversion Share. Prior to the foregoing, thirteen (13) of the Issued Notes have been converted prior to 9 July 2021.
3. EFFECTIVE CONVERSION PRICE
4. 
   The Effective Conversion Price of S$0.025 was determined based on the higher of (i) the Minimum Share Price; or (ii) the Conversion Price (rounded down to the nearest thousandth
   (1000th) of a dollar), details as set out below:

1. Minimum Share Price means the higher of:
2. 1. S$0.015; or
   2. 90% of the VWAP for trades done on a Market Day immediately preceding the day on which the relevant Conversion Shares are to be issued, being 90% of S$0.0253 recorded on 8 July 2021.
3. Conversion Price means 98% of the lowest Closing VWAP during the Pricing Period (being, a period of ten (10) Trading Days immediately preceding the date of the Conversion Notice on 9 July 2021), being 98% of S$0.0265 recorded on 22 June 2021.

3. OTHER INFORMATION

The Company is currently in discussion with the Lender and the Subscriber on arrangements on delivery of the Conversion Shares as well as issuance and allotment of the Conversion Shares. The Company will make further announcements to update shareholders on the Proposed Issue (including, but not limited to, the date of issuance and allotment of the Conversion Shares, and the listing and quotation of the Conversion Shares) as and when appropriate.

BY ORDER OF THE BOARD

Wijaya Lawrence

Executive Chairman and President

12 July 2021

This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the "Sponsor"), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road, #09-00 ASO Building, Singapore 048544, telephone [phone].

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