Wilton Resources Announces Sale of Shares in Subsidiary PT. Wilton Makmur Indonesia Tbk

Date: 23 February 2026

Company: Wilton Resources Corporation Limited

Subsidiary Involved: PT. Wilton Makmur Indonesia Tbk (PT WMI)

Key Highlights of the Announcement

• Wilton Resources Holdings Pte. Ltd. (WRH), a wholly-owned subsidiary of Wilton Resources Corporation Limited, has entered into a shares sale and call option agreement (“Agreement”) with two experienced finance professionals, Mr. Kong Hon Kay (KHK) and Mr. Ali Fahmi Djawas (AFD), who are acting as Arrangers.
• The primary aim of the transaction is to raise funds for working capital and operational requirements, particularly to support the Group’s Ciemas Gold Project and strengthen the Group’s capital base.
• Disposal of Shares: WRH disposed of a total of 200,000,000 shares of PT WMI, representing about 1.29% of the issued share capital of PT WMI, through a series of off-market married deals from 9-12 February 2026. The consideration received was IDR 40 per share, totaling IDR 8.0 billion (approx. S\$0.6 million).
• Call Option: Upon successful fundraising by the Arrangers of at least IDR 10.0 billion (approx. S\$750,000), they or their nominees will have the right to purchase an additional 50,000,000 shares in PT WMI (the “Call Option Shares”) at IDR 50 per share, exercisable within three months post-fundraising.
• Potential Proceeds: If the Call Option is exercised, the total estimated net proceeds from the Transactions are IDR 9.9 billion (approx. S\$0.7 million).
• Change in Shareholding: Following the disposal, WRH’s legal and beneficial ownership in PT WMI drops from 54.18% to 52.89%. Effective ownership (including pledged shares) drops from 61.32% to 60.03% and would drop slightly further if the Call Option is exercised.
• Gain on Disposal: The Group expects to recognize a gain of approximately IDR 9.8 billion (approx. S\$0.7 million) over the book value of the assets attributable to the Sale Shares and Call Option Shares.
• Market Value vs. Book Value: The open market value of the Sale Shares and Call Option Shares, based on the last traded price of PT WMI shares (IDR 43 on 26 June 2025), is IDR 10.8 billion. The disposal price is at a discount to this market value but significantly above book value.
• Use of Proceeds: 70% of net proceeds will be used for operational expenditure and 30% for general working capital.
• Regulatory Status: The transaction qualifies as a “discloseable transaction” under the Catalist Rules and does not require shareholder approval.
• No new directors will be appointed in connection with this transaction, and no related party interests were involved.

Details of the Sale and Call Option

About the Arrangers

• Kong Hon Kay (KHK): Malaysian, over 30 years in regional investments, manages family funds.
• Ali Fahmi Djawas (AFD): Indonesian, over 30 years in finance, owns a business consulting firm, specializes in corporate financial structuring and strategic advisory.
• Both are not related to Wilton Resources, its directors, or substantial shareholders.

Financial and Shareholding Impact

• Pre-Disposal: WRH held 8,417,712,719 shares (54.18% legal, 61.32% effective ownership).
• Post-Disposal: WRH holds 8,217,712,719 shares (52.89% legal, 60.03% effective ownership).
• Post-Call Option (if exercised): WRH would hold 8,167,712,719 shares (52.57% legal, 59.71% effective ownership).
• Net Tangible Liability (NTL) Per Share: Improved from IDR 9.89/share to IDR 6.11/share post-transaction (S\$0.08 to S\$0.05).
• Loss Per Share (LPS): Improved from IDR 90.13 to IDR 86.14 per share (S\$0.76 to S\$0.73).
• Proved and Probable Reserves Impact: The disposal represents 2.62% of the Group’s total reserves.
• Market Capitalisation Impact: The aggregate consideration for the transaction represents 3.41% of Wilton Resources’ market capitalisation.

Important Notes and Price-Sensitive Information

• Material Change in Shareholding: While the sale does not trigger a loss of control, it reduces Wilton’s legal and effective ownership in PT WMI, potentially lowering future earnings contribution from the subsidiary.
• Discounted Disposal Price: Shares were sold at a discount to market price, which may raise concerns about liquidity needs or market sentiment around PT WMI.
• Gain Over Book Value: The disposal price is significantly above book value, resulting in a sizable accounting gain, which may positively impact reported earnings in the short term.
• Use of Proceeds: Proceeds are earmarked for operational expenditure and working capital, critical for ongoing projects. This may provide immediate liquidity relief, especially given the Group’s negative working capital position as at 30 June 2025 (IDR 729.8 billion).
• Potential Dilution if Call Option is Exercised: Further reduction in ownership of PT WMI if the Call Option is exercised, though the proceeds could provide additional liquidity.
• Transaction Does Not Require Shareholder Approval: Being classified as a “discloseable transaction,” the deal does not require a general meeting, allowing for swift execution but possibly limiting shareholder input.

Strategic Considerations for Investors

The transaction is strategically aimed at raising much-needed liquidity to fund ongoing mining operations and working capital needs. The willingness to accept a discount to market price in exchange for immediate cash inflow signals a focus on survival and continuity over maximizing short-term asset value. Investors should monitor the Group’s ongoing liquidity position, any further sales under this arrangement, and the impact on overall group profitability and asset base. The performance of PT WMI, as a gold mining entity, will continue to be crucial for Wilton Resources’ group results.

Further Developments

The Company will make further announcements on any additional sales or the exercise of the Call Option, which could further impact shareholding structure and group liquidity. Investors are advised to stay alert for such updates.

Directors’ Responsibility

The Board has confirmed the accuracy and completeness of this disclosure and will keep shareholders informed of any material developments.

Document Inspection

The Agreement is available for inspection at the Company’s registered office for three months from the announcement date.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should make their own independent assessment and seek professional advice as appropriate. The information is based on public disclosures and the Company’s official announcement as of 23 February 2026. The Singapore Exchange Securities Trading Limited assumes no responsibility for the content of this article.

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