WILTON RESOURCES INC.

Management Discussion and Analysis

For the three and nine months ended September 30, 2015 and 2014

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The following Management’s Discussion and Analysis (“MD&A”) of Wilton Resources Inc. ("Wilton" or the “Company”) should be read in conjunction with the unaudited financial statements of the Company for the three and nine months ended September 30, 2015 (the “Financial Statements”), the most recent audited financial statements of the Company for the years ended December 31, 2014 and 2013 and the related MD&A, and is based on information available to November 27, 2015 . Amounts herein are expressed in Canadian dollars except where indicated otherwise. The unaudited interim financial statements of the Company for the three and nine months ended September 30, 2015, the most recent audited financial statements of the Company for the years ended December 31, 2014 and 2013 and all comparative information herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Additional information in respect of the Company is available on the Company’s SEDAR profile at www.sedar.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this MD&A constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “prospect”, “future”, “possible”, “can”, “speculative”, “perhaps” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forwardlooking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These statements speak only as of the date of this MD&A. The Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements except as required pursuant to applicable securities laws.

Forward looking information and statements are included throughout this MD&A and include, but are not limited to, statements pertaining to the following:

• the Company’s ability to continue as a going concern;

• the potential impacts of access to capital conditions;

• the Company’s liquidity and capital resources; and

• the nature of the risks faced by the Company.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A:

• general economic conditions in Canada, the United States and globally including reduced availability of debt and equity financing generally;

• industry conditions, including fluctuations in the price of oil, NGL and natural gas;

• governmental regulation of the oil and gas industry, including environmental regulation;

• fluctuation in foreign exchange or interest rates;

• liabilities inherent in oil and natural gas operations;

• geological, technical, drilling and processing problems and other difficulties in producing reserves;

• uncertainties associated with estimating oil and natural gas reserves;

• incorrect assessments of the value of acquisitions;

• unanticipated operating events which can reduce production or cause production to be shut in or delayed;

• failure to obtain industry partner and other third party consents and approvals, when required;

• stock market volatility and market valuations;

• availability of financing on acceptable terms;

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• competition for, among other things, capital, acquisitions of reserves, undeveloped land and skilled personnel;

• competition for and inability to retain drilling rigs and other services;

• rights to surface access;

• the need to obtain required approvals from regulatory authorities; and

• general business and market conditions.

These factors should not be considered exhaustive. Statements in respect of “reserves” are by their nature forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the reserves described can be profitably produced in the future. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding: future exchange rates; energy markets and the price of oil and natural gas; condition of general economic, commodity and financial markets; current technology; cash flow; commodity prices; production rates; effects of regulation and environmental and tax laws; future operating costs and the Company’s ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive.

The above summary of assumptions and risks related to forward-looking information has been provided in this MD&A in order to provide readers with a more complete perspective on the Company’s future operations and prospects. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

GOING CONCERN

As at September 30, 2015, the Company had a working capital deficiency of $1,644,114 (December 31, 2014 - $1,499,950), inclusive of debentures liabilities with a face value of $1.0 million (carrying value of $967,815, December 31, 2014 - $911,057) and no production revenue from its Canadian oil and gas property for the three and nine months then ended. The Company’s gas well was shut-in since October 2013 due to uneconomical natural gas prices and decreasing production volumes.

In order to satisfy its existing liabilities and maintain further operations, Wilton will require additional financing in order to carry out its ongoing oil and natural gas acquisition, exploration and development activities. The amount of capital required cannot be quantified until additional transactions are identified and completed. Failure to obtain such financing on a timely basis could cause Wilton to forfeit its interest in its property, to miss certain acquisition opportunities and/or to reduce or terminate its operations. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to Wilton. Moreover, future activities may require Wilton to alter its capitalization significantly. The inability of Wilton to access sufficient capital for its operations could have a material adverse effect on Wilton’s financial condition, results of operations or prospects.

On or about October 21, 2015, all holders of the debentures, in the aggregate amount of $1.0 million, agreed to certain amendments to the terms of such debentures, including a reduction of the conversion price thereof from $1.25 to $0.40, and elected to convert the entirety of the debentures into 2,500,000 common shares of the Company at $0.40 cents per common share.

Additional equity offerings or other forms of capital will be required to fund the current working capital deficiency, and longer term operations and expansion into international properties. There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company or at all. These conditions create a material uncertainty which casts significant doubt on the Company’s ability to continue as a going concern.

The Company’s access to capital will impact its ability to complete exploration and development activities, acquire international concessions and to ultimately achieve profitable operations. The Financial Statements have

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been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Financial Statements do not reflect the adjustments or reclassification of assets and liabilities which would be necessary if the Company were unable to continue its operations.

DESCRIPTION OF THE BUSINESS

Hackamore Capital Corp. was incorporated under the laws of the Province of Alberta on August 15, 2007 and changed its name to Wilton Resources Inc. on October 27, 2008. On July 24, 2009 the Company completed its initial public offering (“IPO”) by way of a capital pool company prospectus. The company was listed as a capital pool company (“Capital Pool Company”) as defined in Policy 2.4 of the TSX Venture Exchange (“TSX-V”) on August 5, 2009. On October 28, 2011, Wilton completed its qualifying transaction ("Qualifying Transaction") by the acquisition of a 75% non-operated working interest in a producing oil and natural gas well located in Monitor, Alberta. In 2012, pursuant to two private placements, the Company issued 900,000 units of the Company at a purchase price of $1.00 per unit for gross proceeds of $900,000. On April 10, 2013, 100,000 stock options were exercised at $0.10 per option in exchange for 100,000 common shares for proceeds of $10,000. On May 1, 2013, 250,000 common shares were issued pursuant to the exercise of warrants granted on May 3, 2012 at a deemed price of $1.25 per share for proceeds of $312,500.

On November 8, 2013, the Company closed a $1,000,000 private placement of convertible unsecured debentures (net proceeds of $914,526). The debentures bear simple interest at a rate of 7.5% per annum payable quarterly in arrears and will mature two years after the date of issue. At the option of the holders of the debentures, the debentures will be convertible at any time up to the time of maturity into common shares of the Company at $1.00 during the first year of the term of the debentures, which will be increased to $1.25 during the second year of the term of the debentures. If, at any time during the second year of the term of the debentures, the average closing trading price per common share, for a period of 20 consecutive trading days, is equal to or greater than $1.50, the Company will have the right, at its option, upon providing 15 days’ notice in writing to the holders of the debentures, to convert the debentures into common shares at the second year conversion price of $1.25 per common share.

On June 20, 2014, 300,000 stock options were exercised at $0.10 per option in exchange for 300,000 common shares of the Company for proceeds of $30,000.

On July 9, 2014, 100,000 stock options were exercised at $0.10 per option in exchange for 100,000 common shares for proceeds of $10,000.

On September 15, 2014, pursuant to a private placement, the Company issued 1,200,000 units of the Company at a purchase price of $0.50 per unit for gross proceeds of $600,000 (net proceeds of $538,674 after deducting costs of the offering). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. The fair value assigned to the warrants pursuant to the unit offering was $189,000. Each warrant entitles the holder to purchase an additional common share for a period of twelve months from the date of issuance at an exercise price of $1.00 per common share. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.50 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice. The common shares were subject to a hold period under applicable securities laws until January 15, 2015.

The Company paid an aggregate finder’s fee of $36,000 to certain arm’s length finders for placing 1,200,000 units under the immediately forementioned private placement and issued 72,000 finder’s warrants equal to 6% of the gross proceeds raised from applicable subscriptions in such private placement. Each finder’s warrant entitles the holder to acquire one additional common share at a price of $0.50 for a period of 12 months from the closing date of the Private Placement.

On February 27, 2015 and March 18, 2015, respectively, the Company closed the two tranches of a private placement of 2,000,000 units of the Company at a purchase price of $0.25 per unit for gross proceeds of $500,000

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(net proceeds of $420,471 after deducting costs of the unit offering). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share for a period of twenty-four months from the date of issuance at an exercise price of $0.50 per common share. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.00 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice. In connection with the immediately forementioned private placement, the Company paid a finder’s fee of $35,000 being 7.0% of the gross proceeds raised from applicable subscriptions in the offering and issued 140,000 finder warrants, equal to 7.0% of the gross proceeds raised from applicable subscriptions in the offering. Each finder warrant entitles the holder to acquire one common share at a price of $0.25 for a period of eighteen months from the closing date of such private placement.

On June 30, 2015, the Company closed a private placement of 1,045,000 units of the Company at a purchase price of $0.40 per unit for gross proceeds of $418,000 (net proceeds of $346,430 after deducting offering costs). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. The fair value assigned to the warrants pursuant to the unit offering was $135,850. Each warrant entitles the holder to purchase one additional common share for a period of twenty-four months from the date of issuance at an exercise price of $0.75. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.25 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice. In connection with the private placement, the Company paid a finder’s fee of $29,260 being 7.0% of the gross proceeds raised from applicable subscriptions in the offering.

On or about October 21, 2015, all holders of the debentures, in the aggregate amount of $1.0 million, agreed to certain amendments to the terms of such debentures, including a reduction of the conversion price thereof from $1.25 to $0.40, and elected to convert the entirety of the debentures into 2,500,000 common shares of the Company at $0.40 cents per common share.

Wilton is currently an oil and natural gas exploration and development company with operations in Canada. The Company is pursuing the acquisition of oil and natural gas properties in various international locations including the Middle East and Africa. The common shares of the Company are listed for trading on the TSX Venture Exchange with the trading symbol WIL.

HIGHLIGHTS

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SUMMARY OF QUARTERLY RESULTS

The following table summarizes the Company’s quarterly financial results:

DISCUSSION OF OPERATIONS

The Company’s business development plan is focused upon acquiring international oil and natural gas interests. Wilton’s general and administrative expenses for the three and nine months ended September 30, 2015 were $268,679 (2014 – $263,352) and $796,695 (2014 - $1,083,245). The Company is dedicating resources, including third party consultants, to identify and evaluate potential international oil and natural gas property acquisitions.

General and administrative details for three months ended September 30, 2015:

In the year ended December 31, 2014, the Company recognized an impairment loss in the amount of $122,808 (2013 - $50,936), on its oil and gas well located in Monitor, Alberta. Impairments realized in 2014 were a result of a decline in forecasted production volumes. Impairments realized in 2013 were a result of a decline in forecasted production and forecasted natural gas prices. The impairment recognized was based on the difference between the carrying amount (including decommissioning costs) and the value in use. In assessing value in use, the estimated future cash flows were discounted to their present value using pre-tax discount rates of 15.0 percent. The amount of value in use is computed by reference to the present value of the future cash flows expected to be derived from production of proved and probable reserves.

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The property consists of all petroleum and natural gas rights below the Viking to the base of the Mannville within, upon or under the lands and the well. The well is located at 102/13-10-035-05-W4/00 in Monitor Alberta. The well produces natural gas and liquids.

The Company did not receive any revenue from production for the three and nine months ended September 30, 2015 and 2014 as the well was shut-in. Production expenses were $nil for the three and nine months ended September 30, 2015 ($2,068 and $4,245 for the three and nine months ended September 30, 2014). The 02/1310-035-06W4/0 Sparky well has been on production since December 2007 to September 2013, the well has since been shut-in due to uneconomical natural gas prices and decreasing production volumes. The operator of the well has indicated they intend a work-over in 2016.

LIQUIDITY AND CAPITAL RESOURCES

The Company is exposed to liquidity risk. Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

As at September 30, 2015, the Company had cash and cash equivalents of $35,709 compared with $97,946 at December 31, 2014. The Company continues to experience negative operating cash flow as a result of no revenue from its Canadian oil and natural gas asset coupled with the Company's ongoing expenses related to its international oil and natural gas business development activities. The Company anticipates a negative operating cash flow will continue until such time as international oil and natural gas assets are acquired or developed.

As at September 30, 2015, the Company’s working capital deficiency was $1,644,114 and debentures liabilities with a face value of $1.0 million (carrying value of $967,815). On or about October 21, 2015, all holders of the debentures, in the aggregate amount of $1.0 million, agreed to certain amendments to the terms of such debentures, including a reduction of the conversion price thereof from $1.25 to $0.40, and elected to convert the entirety of the debentures into 2,500,000 common shares of the Company at $0.40 cents per common share.

In order to satisfy its existing liabilities and maintain further operations, Wilton will require additional financing in order to carry out its ongoing oil and natural gas acquisition, exploration and development activities. The amount of capital required cannot be quantified until additional transactions are identified and completed. Failure to obtain such financing on a timely basis could cause Wilton to forfeit its interest in its property, to miss certain acquisition opportunities and/or to reduce or terminate its operations. If Wilton’s revenues from its reserves decrease as a result of lower oil and natural gas prices or otherwise, it will affect Wilton’s ability to expend the necessary capital to replace its reserves or to maintain its production. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to Wilton. Moreover, future activities may require Wilton to alter its capitalization significantly. The inability of Wilton to access sufficient capital for its operations could have a material adverse effect on Wilton’s financial condition, results of operations or prospects. Unfavourable global economic conditions, unfavourable global oil market conditions, scarce credit and volatile capital markets may exacerbate Wilton’s liquidity risk.

The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants.

OFF BALANCE SHEET ARRANGEMENTS

The Company is not a party to any off balance sheet arrangements or transactions.

TRANSACTIONS WITH RELATED PARTIES

The Company has entered into an agreement with an officer and director, whereby the Company will pay $2,000 per month for office and equipment rental.

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PRIOR QUARTER RESULTS

During the three and nine months ended September 30, 2015, no material event or development occurred in respect of the Company’s financial condition, financial performance or cash flows.

For the period from April 1, 2013 to December 31, 2013, the Company had minimal production revenue. In October 2013, the well was shut-in and the Company no production revenue was recognized.

Operating expenses from April 1, 2013 to September 30, 2015 mainly relate to consulting fees paid in the process of identifying assets for a potential acquisition.

ACCOUNTING POLICIES & CRITICAL ACCOUNTING ESTIMATES

Management is required to make judgments, assumptions and estimates in the application of IFRS that may have a significant impact on the financial results of the Company. Details outlining the Company’s accounting policies are contained in the notes to the most recent audited financial statements of the Company for the years ended December 31, 2014 and 2013.

The preparation of financial statements in conformity with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

The Company has applied all Standards and Interpretations issued or adopted by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective as at September 30, 2015. The same accounting policies have been applied for all periods presented.

ISSUED AND OUTSTANDING SECURITIES INFORMATION

• (a) Preferred Shares

The Company is authorized to issue an unlimited number of preferred shares, issuable in series, none of which are issued and outstanding as of the date hereof.

• (b) Common Shares

The Company is authorized to issue an unlimited number of Common Shares without nominal or par value.

The holders of Common Shares are entitled to dividends, if, as and when declared by the board of directors, to one vote per share at meetings of the shareholders of the Company and, upon dissolution, to share equally in such assets of the Company as are distributable to the holders of Common Shares.

Share Capital

The Company had 32,451,923 common shares outstanding as of September 30, 2015 (December 31, 2014 - 29,406,923).

On August 14, 2013, 80,000 warrants were exercised at $1.25 per warrant in exchange for 80,000 common shares of the Company for proceeds of $100,000. On May 1, 2013, 250,000 warrants were exercised at $1.25 per warrant in exchange for 250,000 common shares of the Company for proceeds of $312,500. On April 10, 2013, 100,000 stock options were exercised at $0.10 per option in exchange for 100,000 common shares of the Company for proceeds of $10,000.

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On June 20, 2014, 300,000 stock options were exercised at $0.10 per option in exchange for 300,000 common shares of the Company for proceeds of $30,000. On August 14, 2013, 80,000 warrants were exercised at $1.25 per warrant in exchange for 80,000 common shares of the Company for proceeds of $100,000. On May 1, 2013, 250,000 warrants were exercised at $1.25 per warrant in exchange for 250,000 common shares of the Company for proceeds of $312,500. On April 10, 2013, 100,000 stock options were exercised at $0.10 per option in exchange for 100,000 common shares of the Company for proceeds of $10,000.

On July 9, 2014, 100,000 stock options were exercised at $0.10 per option in exchange for 100,000 common shares of the Company for proceeds of $10,000.

On September 15, 2014, pursuant to a private placement, the Company issued 1,200,000 units of the Company at a purchase price of $0.50 per unit for gross proceeds of $600,000 (net proceeds of $538,674 after deducting costs of the offering). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. The fair value assigned to the warrants pursuant to the unit offering was $189,000. Each warrant entitles the holder to purchase an additional common share for a period of twelve months from the date of issuance at an exercise price of $1.00 per common share. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.50 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice. The common shares were subject to a hold period under applicable securities laws until January 15, 2015.

The Company paid an aggregate finder’s fee of $36,000 to certain arm’s length finders for placing 1,200,000 units under the immediately forementioned private placement and issued 72,000 finder’s warrants equal to 6% of the gross proceeds raised from applicable subscriptions in such private placement. Each finder’s warrant entitles the holder to acquire one additional common share at a price of $0.50 for a period of 12 months from the closing date of the Private Placement.

On February 27, 2015 and March 18, 2015, respectively, the Company closed a private placement of 2,000,000 units of the Company at a purchase price of $0.25 per unit for gross proceeds of $500,000 (net proceeds of $420,471 after deducting offering costs). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. The fair value assigned to the warrants pursuant to the unit offering was $218,207. Each warrant entitles the holder to purchase an additional common share for a period of twentyfour months from the date of issuance at an exercise price of $0.50 per common share. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.00 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice.

In connection with the immediately forementioned private placement, the Company paid a finder’s fee of $35,000 being 7.0% of the gross proceeds raised from applicable subscriptions in the offering and issued 140,000 finder warrants, equal to 7.0% of the gross proceeds raised from applicable subscriptions in the offering. Each finder warrant entitles the holder to acquire one common share at a price of $0.25 for a period of eighteen months from the closing date of such private placement.

On June 30, 2015, the Company closed a private placement of 1,045,000 units of the Company at a purchase price of $0.40 per unit for gross proceeds of $418,000 (net proceeds of $346,430 after deducting offering costs). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. The fair value assigned to the warrants pursuant to the unit offering was $135,850. Each warrant entitles the holder to purchase one additional common share for a period of twenty-four months from the date of issuance at an exercise price of $0.75. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.25 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice.

In connection with the private placement, the Company paid a finder’s fee of $29,260 being 7.0% of the gross proceeds raised from applicable subscriptions in the offering and issued 73,150 finder warrants, equal to 7.0% of the gross proceeds raised from applicable subscriptions in the offering. Each finder warrant entitles the holder to

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acquire one common share at a price of $0.75 for a period of twenty-four months from the closing date of such private placement.

Options

During the three and nine months ended September 30, 2015, the Company issued no stock options. Stock options issued and outstanding as of September 30, 2015 were as follows:

Warrants

On February 27, 2015 and March 18, 2015, an aggregate of 140,000 warrants were issued in exchange for services in conjunction with the private placement. The fair value assigned to the warrants pursuant to the offering was $26,916. The warrants vested immediately with a strike price of $0.25 for a period of eighteen months from the date of issue of the equity issuance. The fair value of the warrants granted was $0.19 (February 27, 2015) and $0.20 (March 18, 2015). The fair value of warrant options granted in 2015 was estimated using the Black-Scholes option pricing model based on the date of grant using the following assumptions:

On June 30, 2015 an aggregate of 73,150 warrants were issued in exchange for services in conjunction with the private placement. The fair value assigned to the warrants pursuant to the offering was $14,630. The warrants vested immediately with a strike price of $0.75 for a period of twenty-four months from the date of issue of the equity issuance. The fair value of the warrants granted was $0.20. The fair value of warrant options granted in 2015 was estimated using the Black-Scholes option pricing model based on the date of grant using the following assumptions:

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On August 18, 2015, the TSX Venture Exchange consented to an application by the Company to extend the expiry date of the 1.2 million common share purchase warrants that were issued to subscribers as part of the Company's private placement financing, which closed on September 5, 2014. Pursuant to such application and consent, the expiry date of such warrants was extended by one year, from September 5, 2015, to September 5, 2016. All other terms of the warrants shall remain the same. The warrants were revalued for the period of the extension, with a fair value assigned of $0.06. As a result, the fair value of the warrants pursuant to the extension was $72,000. The fair value of warrant options granted was estimated using the Black-Scholes option pricing model based on the date of grant using the following assumptions:

Annualized volatility 130% Dividend yield 0% Risk-free interest rate 0.37% Expected option life 1 year

As of September 30, 2015, the Company had following warrants outstanding:

Notes

• (1): These warrants were issued to agents as finder’s warrants.

• (2): On October 29, 2015, the Company announced its intention, subject to approval of the TSX Venture Exchange, to amend the exercise price to $0.60.

If at any time prior to the expiry of the warrants the trading price of the common shares exceeds certain price thresholds for a certain period of time, the Company may provide notice to the holders of the warrants that the warrants will be subject to early expiry. There is no such condition in respect of the finder’s warrants expiring, November 2015, August 2016, September 2016 and June 2017.

In September 2015, 72,000 warrants expired with a value attributed of $33,552.

As at the date of this report, the Company had 35,501,923 Common Shares, 2,925,000 stock options and 5,114,650 share purchase warrants issued and outstanding. See “Subsequent Events – Financing” for more information.

Debentures

As of September 30, 2015, the Company had convertible unsecured debentures outstanding with a face value of $1,000,000. The debentures bore simple interest at a rate of 7.5% per annum payable quarterly in arrears and were scheduled to mature two years after the date of issue (November 4, 2015 in respect of debentures with a face value of $900,000, and November 8, 2015 in respect of debentures with a face value of $100,000). At the option of the holders of the debentures, the debentures were convertible at any time up to the time of maturity into common shares of the Company at $1.00 during the first year of the term of the debentures, and then at $1.25 during the second year of the term of the debentures. If, at any time during the second year of the term of the debentures, the average closing trading price per common share, for a period of 20 consecutive trading days, had been equal to or greater than $1.50, the Company would have had the right, at its option, upon providing 15 days

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notice in writing to the holders of the debentures, to convert the debentures into common shares at the second year conversion price of $1.25 per common share.

On or about October 21, 2015, all holders of the debentures, in the aggregate amount of $1.0 million, agreed to certain amendments to the terms of such debentures, including a reduction of the conversion price thereof from $1.25 to $0.40, and elected to convert the entirety of the debentures into 2,500,000 common shares of the Company at $0.40 cents per common share.

BUSINESS RISKS

Readers are cautioned that the following is a summary only of certain risk factors and is not exhaustive and is qualified in its entirety by reference to, and must be read in conjunction with the additional information on these and other factors that could affect the Company’s operations and financial results that are included in reports on file with Canadian securities regulatory authorities and may be accessed through www.sedar.com.

The Company’s access to capital will impact its ability to complete exploration and development activities, acquire international concessions and to ultimately achieve profitable operations. The Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Financial Statements do not reflect the adjustments or reclassification of assets and liabilities which would be necessary if the Company were unable to continue its operations.

Oil and natural gas exploration involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These include the uncertainty of finding new reserves, the volatility of commodity prices, operational risks, the cost of capital available to fund exploration and development programs, regulatory issues and taxation, and the requirements of new environmental laws and regulations.

There is no assurance that expenditures made on future exploration by Wilton will result in new discoveries of oil or natural gas in commercial quantities. Without the continual addition of new reserves, any existing reserves that Wilton may have at any particular time and the production there from will decline over time as such existing reserves are depleted. It is difficult to project the costs of implementing an exploratory drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over pressured zones and tools lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.

The long-term commercial success of Wilton depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves. No assurance can be given that Wilton will be able to continue to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, Wilton may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic.

Future oil and natural gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees. Oil and natural gas operations are subject to the risks of exploration, development and production of oil and natural gas properties, including encountering unexpected formations or pressures, premature declines of reservoirs, blowouts, cratering, sour gas releases, fires and spills. Losses resulting from the occurrence of any of

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these risks could have a materially adverse effect on Wilton and its future results of operations, liquidity and financial condition.

Oil and natural gas are commodities whose prices are determined based on world demand, supply and other factors, including geo political events, all of which are beyond the control of the Company. Oil prices are expected to remain volatile and may decline in the near future as a result of global excess supply due to the increased growth of shale oil production in the United States, declines in global demand for exported crude oil commodities, and recent decisions by the Organization of the Petroleum Exporting Countries in respect of member countries’ production of oil, among other factors. These recent fluctuations have had a material impact on the oil and natural gas industry.

The Company may elect not to produce from certain wells at lower prices in the future. All these factors could result in a material decrease in the Company’s future net production revenue, causing a reduction in its oil and gas exploration, development and acquisition activities.

In addition, bank borrowings available to the Company in the future, if any, will be in part determined by the borrowing base of the Company. A sustained material decline in prices from prior relatively higher average prices could reduce the Company’s future borrowing base, therefore reducing the bank credit available to the Company.

Volatility in oil and natural gas prices makes it difficult to estimate the value of producing properties for acquisitions and often cause disruption in the market for oil and natural gas producing properties, as buyers and sellers may have difficultly agreeing on the value of such properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

The marketability and price of oil and natural gas which may be acquired or discovered by Wilton will be affected by numerous factors beyond its control. Wilton will be affected by the differential between the price paid by refiners for light quality oil and the grades of oil produced by Wilton. The ability of Wilton to market its oil and natural gas may depend upon its ability to acquire capacity on pipelines which deliver oil and natural gas to commercial markets. Wilton will also likely be affected by deliverability uncertainties related to the proximity of its reserves to pipelines and processing facilities and related to operational problems with such pipelines and facilities and extensive government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of oil and natural gas and many other aspects of the oil and natural gas business.

The Company manages these risks by contracting competent professional staff, following sound operating practices and the prudent issuance of equity to fund capital expenditures so that debt does not become a burden. Extensive geological, geophysical, engineering and environmental analyses are performed before committing to the exploration of new prospects. These analyses are used to ensure a suitable balance between risk and reward. The Company conducts its operations in a manner consistent with environmental regulations as stipulated applicable local legislation. The Company is committed to meeting its responsibilities to protect the environment wherever it may operate and anticipates making increased capital and operating expenditures as a result of the increasingly stringent laws relating to the protection of the environment. Wilton’s operations are subject to the risks normally associated with the oil and natural gas industry. The Company is committed to respecting the safety of its personnel, the environment and the communities where it has operations.

The Company is presently pursuing direct investments in international oil and natural gas projects, often competing with companies that possess greater financial and other resources. There is no assurance that oil and natural gas concessions will be granted to the Company in foreign jurisdictions where the Company is making applications, nor is there assurance that any resulting exploration or development efforts will be successful. If the Company is successful in obtaining exploration prospects in foreign jurisdictions, additional capital will be required to execute the exploration and development programs.

If these international investments are successful, the Company will be exposed to the laws governing the petroleum industry with respect to matters such as taxation, environmental compliance, and other regulatory and political factors as well as shifts in the politics and labor unrest, any of which could adversely affect the Company and its exploration and production activities. The Company’s business, results of operations, financial

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condition, and the trading price of its common shares could be materially adversely affected by any of the foregoing risks and by other risks, including risks related to development of petroleum properties, third party transportation, disruption to export pipelines due to vandalism, political and community unrest, oil prices, title matters, reclamation costs, oil price volatility, competition, additional funding requirements, destruction or expropriation of assets, changes to agreements with co-venturers governing commercial terms of the venture including allocation of tax burdens amongst the co-venturers, insurance, currency fluctuations, conflicts of interest, and share trading volatility. Any of these risks could have a material adverse effect on the business, operations or financial condition of the Company.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

All financial instruments are initially recognized at the fair value of the instrument. Measurement in subsequent periods depends on whether the financial instrument has been classified as fair value through profit or loss (“FVTPL”), held for- trading, loans and receivables, financial assets available-for-sale, financial assets held-tomaturity, and other financial liabilities.

Financial assets and financial liabilities classified as FVTPL are measured at fair value with changes in fair value recognized in net earnings or loss. Financial assets available-for-sale are measured at fair value, with changes in fair value recognized in other comprehensive income. Financial assets held-to-maturity, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest method of amortization.

Cash including short-term deposits are measured at carrying value which approximates fair value due to the short-term nature of these instruments. Accounts receivable are designated as loans and receivables. Accounts payable and accrued liabilities are designated as other financial liabilities.

The fair value of accounts receivable and accounts payable approximates the carrying value. The main financial risks affecting the Company are as follows:

Concentration risk: A majority of the Company’s cash and cash equivalents are held by one major Canadian banking institution. Deposits held with this bank may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and bear minimal risk.

Credit risk: The Company’s principal financial assets are cash and cash equivalents and accounts receivable. The credit risk on cash and cash equivalents is limited because the majority are deposited with banks with high credit ratings.

The Company’s accounts receivable are primarily from a Canadian joint venture partner and GST from the Canadian government and are subject to credit and political risks that would be considered normal in this environment.

Commodity price risk: The Company’s operations and financial results may be affected by fluctuations in commodity prices and exchange rates.

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SUBSEQUENT EVENT

Debentures

On or about October 21, 2015, all holders of the debentures, in the aggregate amount of $1.0 million, agreed to certain amendments to the terms of such debentures, including a reduction of the conversion price thereof from $1.25 to $0.40, and elected to convert the entirety of the debentures into 2,500,000 common shares of the Company at $0.40 cents per common share.

Financing

On November 4 and November 13, 2015, the Company closed private placements with an aggregate of 550,000 units of the Company at a purchase price of $0.40 per unit for gross proceeds of $220,000 (net proceeds of $207,400 after deducting offering costs). Each unit consists of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share for a period of twenty-four months from the date of issuance at an exercise price of $0.60 per common share. If at any time prior to the expiry of the warrants the trading price of the common shares exceeds $1.25 for a period of twenty-one consecutive trading days, the Company may provide notice to the holders of the warrants that the warrants will expire twenty-one days after the date of the notice.

As part of the private placement, the Company issued 31,500 finders warrants. Each warrant entitles the holder to purchase one common share of the Company for a period of twenty-four months from the date of issuance at an exercise price of $0.40 per common share.

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