Subject: Wangton Capital Corp. news release for dissemination
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File: Attachment May 22 Wangton Capital Corp. News Release announcing closing of Private Placement .pdf
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE
UNITED STATES
WANGTON CAPITAL CORP. ANNOUNCES CLOSING OF THE
PRIVATE PLACEMENT OF SHARES
Vancouver, British Columbia May 22, 2026 Wangton Capital Corp. ("Wangton" or the "Company") (NEX:
WT.H) is pleased to announce, further to the Company's news releases dated April 8, 2026, May 4, 2026, May
6, 2026 and May 20, 2026, that it has closed its previously announced private placement (the "Private
Placement") of 7,520,000 common shares of the Company (the "Shares") at a price of $0.10 per Share for
aggregate proceeds of $752,000.
The Company intends to use the proceeds from the Private Placement for evaluating potential qualifying transactions
and for general working capital. 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 has not entered into any Agreement in Principle (as defined in the policies of the TSX Venture
Exchange) in respect of any qualifying transaction.
In connection with the Private Placement, the Company has agreed to pay aggregate cash finder's fees of $33,075.
The cash finder's fees were paid to 1173225 B.C. Ltd., Haywood Securities Inc. and Ventum Financial Corp.
The closing of the Private Placement occurred following the completion of the Company's previously announced
consolidation of its Shares based on five (5) existing Shares for each one (1) new Share (the "Consolidation").
Accordingly, the Shares were issued on a post-consolidated basis and the total issued and outstanding shares of
the Company are 12,403,017 common shares.
An insider of the Company participated in the Private Placement for aggregate gross proceeds $5,000. The issuance
of Shares to the insiders is considered a "related party transaction" as defined under Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the
exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 and Policy 5.9
of the TSX Venture Exchange, as neither the fair market value of any securities issued to such insiders nor the
consideration that will be paid by such persons exceed 25% of the Company's market capitalization.
The securities issued pursuant to the Private Placement have not been, 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.
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
LEGAL_49515240.3
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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.
LEGAL_49515240.3
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