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

Date: 2 April 2026
Company: Wilton Resources Corporation Limited

Key Highlights

• 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 with Mr. Kong Hon Kay and Mr. Ali Fahmi Djawas (the “Arrangers”).
• Sale of Shares: WRH disposed of an aggregate of 200,000,000 shares of PT. Wilton Makmur Indonesia Tbk (“PT WMI”) (approx. 1.29% of PT WMI) at IDR 40 per share in February 2026, followed by an additional 64,757,777 shares (0.42%) at IDR 54 per share on 30 March 2026.
• Total Funds Raised: The Transactions raised an aggregate of IDR 11.5 billion (approx. S\$871,000), exceeding the targeted IDR 10.0 billion fundraising.
• Call Option: Upon successful fundraising, the Arrangers and/or their designated nominees are entitled to a call option for 50,000,000 shares of PT WMI at IDR 50 per share, exercisable within three months (until 30 June 2026).
• Shareholding Impact: WRH’s legal and beneficial ownership in PT WMI decreased from 52.89% to 52.47% (with effective ownership down from 60.03% to 59.62%). If the call option is exercised in full, ownership would further decrease to 52.15% (effective: 59.29%).
• Net Proceeds and Financial Impact: Estimated net proceeds after expenses are IDR 13.2 billion (S\$1.0 million), representing a gain of IDR 12.3 billion over book value but a loss of IDR 1.3 billion compared to open market value of the disposed shares.
• Use of Proceeds: 70% allocated for operational expenditure on the Group’s Ciemas Gold Project, 30% for general working capital.
• Negative Working Capital: As of 30 June 2025, the Group recorded negative working capital of IDR 729.8 billion.
• Financial Effects: Pro forma net tangible liability per share improved from IDR 9.89 to IDR 4.87, and loss per share decreased from IDR 90.13 to IDR 84.85 after the transactions.
• Discloseable Transaction: The relative figures for the transactions do not exceed 50% and do not result in a loss on disposal, thus categorized as “discloseable transactions” not requiring shareholder approval.

Detailed Report

Background and Transaction Structure

Wilton Resources Holdings Pte. Ltd. (WRH), a wholly-owned subsidiary of Wilton Resources Corporation Limited, executed a shares sale and call option agreement on 7 February 2026. This agreement, facilitated by the Arrangers, enabled WRH to raise much-needed capital by disposing of shares in its Indonesian gold mining subsidiary, PT. Wilton Makmur Indonesia Tbk (PT WMI).

The agreement entitles the Arrangers to a 5% success fee on funds raised through equity funding. Upon completion of the targeted fundraising (IDR 10.0 billion), the Arrangers and/or their nominees can acquire 50,000,000 PT WMI shares at IDR 50 per share, exercisable within three months of achieving the fundraising target.

Implementation and Pricing

Between 9 and 12 February 2026, WRH sold 200,000,000 PT WMI shares (1.29% of issued capital) via off-market transactions at IDR 40 per share. On 30 March 2026, WRH disposed of a further 64,757,777 shares (0.42%) at IDR 54 per share, below the prevailing market price of IDR 57 per share. These disposals were negotiated at arm’s length and reflect a discount to market price.

In aggregate, the disposals and the potential exercise of the call option involve a total of 314,757,777 shares (including the call option shares), representing a significant divestment from PT WMI.

Shareholding and Financial Impact

As a result of the disposals, WRH’s legal and beneficial ownership in PT WMI dropped slightly to 52.47%. If the Arrangers exercise the call option fully, WRH’s stake will further decrease to 52.15%. The transactions generated net proceeds of IDR 13.2 billion (S\$1.0 million), providing much-needed liquidity for the group which is facing negative working capital of IDR 729.8 billion as of June 2025.

The book value of the assets sold was IDR 0.9 billion as at June 2025, meaning the proceeds represent a significant premium to book value. However, the total consideration is below the open market value of the shares sold, implying a loss of IDR 1.3 billion compared to the market price.

The transactions improved the Group’s net tangible liability per share from IDR 9.89 to IDR 4.87 and reduced its loss per share from IDR 90.13 to IDR 84.85 for FY2024.

Strategic Rationale and Use of Proceeds

The primary rationale for the share disposals is to raise funds to support operational and capital expenditure for the Ciemas Gold Project and to provide general working capital. The Board believes that the transactions are in the best interest of shareholders, as they bolster the Group’s financial position at a critical time.

Proceeds will be split as follows:

• 70% (IDR 9.2 billion) for operational expenditure relating to the Ciemas Gold Project
• 30% (IDR 4.0 billion) for general working capital

Regulatory and Shareholder Implications

The transactions are classified as “discloseable transactions” under Singapore Exchange’s Catalist Rules, as the relative figures do not exceed 50% and there is no loss on disposal. Therefore, shareholder approval is not required.

No directors or substantial shareholders have any interest in the transactions, and no new directors will be appointed as a result.

The company will provide further updates if and when the call option is exercised.

Key Considerations for Shareholders

• Potential Share Price Impact: The disposal of PT WMI shares at a discount to market value and the potential further dilution if the call option is exercised may affect investor perception and share price.
• Liquidity Improvement: The transactions significantly improve the Group’s liquidity position, which is critical given the negative working capital situation.
• Change in Control: While WRH remains the majority shareholder in PT WMI, its stake has decreased and could decrease further if the call option is exercised.
• Use of Proceeds: Investors should note that proceeds will be used primarily for operational and capital needs, suggesting ongoing financial pressures.
• Future Developments: The outcome of the call option exercise and the Group’s ability to turn around its negative working capital will be important to monitor.

Conclusion

This series of transactions marks a significant development for Wilton Resources Corporation Limited, with substantial implications for its balance sheet, liquidity, and shareholding structure in PT WMI. Shareholders should closely monitor further announcements, particularly regarding the exercise of the call option and the Group’s ongoing capital requirements.

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 perform their own due diligence and consult financial advisors before making investment decisions. While every effort has been made to ensure accuracy, no liability is accepted for any errors or omissions.

View Wilton Resources Historical chart here