UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of JANAURY, 2005.
Commission File Number: 0-30390
HILTON RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
HILTON RESOURCES LTD
Date: January 21, 2005 /s/ Nick DeMare
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Nick DeMare,
President & CEO
HILTON RESOURCES LTD.
#1305 - 1090 West Georgia Street Vancouver, British Columbia, V6E 3V7
Phone: (604) 685-9316 Fax: (604) 683-1585
Website: www.hiltonresourcesltd.com
TSX Venture: HPM OTCBB: HPMOF
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NEWS RELEASE JANUARY 21, 2005
PRIVATE PLACEMENT
VANCOUVER, CANADA - HILTON RESOURCES LTD. (TSXV-HPM AND OTCBB-HPMOF) Mr. Nick
DeMare, President, is pleased to announce that, further to a price reservation
filed with the TSX Venture Exchange on January 5, 2005, the Company has
arranged, subject to regulatory approval, a non-brokered private placement
financing of up to 4,000,000 units at a price of $0.10 per unit, to raise up to
$400,000. Each unit will consist of one common share and one-half share purchase
warrant. Each full share purchase warrant will entitle the holder thereof to
purchase one additional common share in the capital of the Company for a period
of two years from closing at the exercise price of $0.15 per share in the first
year and $0.20 per share in the second year. A finder's fee of 10% is payable in
units on 900,000 units of this financing.
The funds will be used for general working capital purposes and to fund ongoing
exploration activities.
Hilton Resources Limited, incorporated in British Columbia, Canada, trades on
the TSX Venture Exchange under the symbol "HPM", and on the OTCBB under symbol
"HPMOF". The Company's directors are experienced in the resource sector and are
focused on enhancing shareholder value by expanding Hilton's assets in this
sector. Management aims to identify exploration projects of high merit, and
quickly complete confirmation exploration. This will enable the Company to
confirm the potential of a project and reach advanced project status by the most
cost effective means and in the shortest time possible.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
Des O'Kell at 1-888-303-3361 or
/s/ NICK DEMARE email: des@elandjennings.com
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Nick DeMare, President
WEBSITE: www.hiltonresourcesltd.com
FORWARD LOOKING STATEMENTS
This Company Press Release contains certain "forward-looking" statements and
information relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. Such statements reflect the current
risks, uncertainties and assumptions related to certain factors including,
without limitations, competitive factors, general economic conditions, customer
relations, relationships with vendors and strategic partners, the interest rate
environment, governmental regulation and supervision, seasonality, technological
change, changes in industry practices, and one-time events. Should any one or
more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those
described herein.
The TSX Venture Exchange has not reviewed and does
not accept responsibility for the adequacy or the accuracy of this release.