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 MARCH, 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: March 31, 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 MARCH 31, 2005
PRIVATE PLACEMENT CLOSING
VANCOUVER, CANADA - HILTON RESOURCES LTD. (TSXV-HPM AND OTCBB-HPMOF)
In January 2005, the Company announced a 4 million unit private placement at a
price of $0.10 per unit, each unit comprising one common share and one-half
share purchase warrant, with each full warrant exercisable for two years at
$0.15 per share in the first year and $0.20 per share in the second year. To
date, the Company has closed on and issued 3,550,000 units with 2,350,000 units
having a hold period until June 3, 2005, 750,000 units until June 8, 2005 and
450,000 until July 30, 2005.
The funds are being utilized for ongoing exploration activities and working
capital purposes.
The Company has recently completed its winter work program at the Nayarit
property and a report on the results is forthcoming.
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 and 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.