Woodbridge Ventures II Inc. enters into letter of intent with Greenflame Resources Inc.

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TORONTO, May 8, 2025 /CNW/ - Woodbridge Ventures II Inc. (TSXV: WOOD.P) ("Woodbridge" or the "Company"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 – Capital Pool Companies, is pleased to announce that it has entered into a non-binding letter of intent dated May 6, 2025 (the "LOI") with Greenflame Resources Inc. ("Greenflame"), a corporation existing under the laws of the Province of Alberta, whereby Woodbridge and Greenflame will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the "Resulting Issuer") that will continue on the business of Greenflame (the "Transaction"). Woodbridge intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

Woodbridge completed its initial public offering on November 16, 2021. The common shares of Woodbridge (the "Woodbridge Shares") are listed for trading on the TSXV under the stock symbol "WOOD.P". Woodbridge has not commenced commercial operations and has no assets other than cash. Woodbridge was incorporated under the laws of the Province of Ontario.

About Greenflame Resources Inc.

Greenflame is a private enhanced oil recovery (EOR) oil production company incorporated under the laws of Alberta. 

https://greenflameresources.com/

Greenflame has entered into a production sharing agreement (PSA) with New Horizon Trinidad and Tobago ULTD where Greenflame is a service provider, using their skills and technical expertise to operate an EOR project in the Parrylands Field, Block E (the "Property"), onshore in southwest Trinidad. Greenflame is currently producing oil on the property, and is entitled to 75% of the revenue from oil production, net of royalties.

300 acres of the 744 acres of the Property is developed with 110 wells drilled, with full operational facilities in place.

Based on an evaluation that has been carried out in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook and the National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities, the Parrylands Block E has 1P net reserves of 7,994 MSTB, 2P net reserves of 14,361 MSTB and 3P net reserves of 21,736 MSTB.

Greenflame is led by its CEO, Mr. David Kahn, and its COO/CFO Raphael Danon.

The LOI was not negotiated at arm's length and is effective as of May 6, 2025. Raphael Danon is a director and CEO of Woodbridge and is also a director and COO and CFO of Greenflame. The Transaction constitutes a Non-Arm's Length Qualifying Transaction, and the approval of the shareholders of Woodbridge will be required, with such approval to be sought as a condition to the closing of the Transaction.

The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the "Definitive Agreement") to be negotiated between the parties.

The LOI contemplates that as a condition of closing, Greenflame will complete a private placement of subscription receipts (or similar security) at a price per subscription receipt to be determined in the context of the market, at a price and offering size to be determined by Greenflame, acting reasonably, and conform to either the minimum requirements as required by the TSXV for qualifying as a Qualifying Transaction and subsequent trading on the TSXV (the "Concurrent Equity Offering") or other acceptable offering price and size by use of an exemption available. Greenflame may acquire additional businesses, conduct additional financings or enter into strategic agreements, including but not limited to agreements with consultants, directors, officers, employees or third party service providers, that are accretive to or in the best interests of the business of Greenflame (collectively, the "Pre-Closing Transactions") and may, pursuant to the Pre-Closing Transactions, issue additional Greenflame Shares or securities convertible into Greenflame Shares.

Immediately prior to the closing of the Transaction, Woodbridge will, if so requested by Greenflame, effect a consolidation of its Woodbridge Shares (the "Consolidation") at a ratio to be determine in the context of the market and to conform to the capital strategy of Greenflame. Pursuant to the Transaction, post-Consolidation Woodbridge Shares, in an amount and in a ratio to be determined, will be issued in exchange for outstanding common shares of Greenflame (such ratio being the "Exchange Ratio"). The Exchange Ratio will be determined once the proportionate ownership of the Resulting Issuer has been established by the parties. The value of Woodbridge has been established at $1.5 million. The value of Greenflame at the time of the Concurrent Equity Offering is anticipated to be between $60M – $80M.

The LOI contemplates that the Transaction will be completed no later than August 31, 2025, or such other date as may be mutually agreed to in writing between Woodbridge and Greenflame. There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into, or that the Concurrent Equity Offering or Pre-Closing Transactions or the Transaction will be completed.

Conditions to the Transaction

Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance by the TSXV, approval of certain matters by the holders of the Woodbridge Shares and other customary conditions including:

• completion of the Concurrent Equity Offering and Pre- Closing Transactions;
• entry into the Definitive Agreement on or before July 31, 2025;
• receipt of all director, shareholder, third party and requisite regulatory approvals (including Greenflame shareholder approval) relating to the negotiation and execution of a Definitive Agreement in respect of the Transaction and as may be contemplated by the Definitive Agreement;
• preparation and filing of a disclosure document, as required by the TSXV, (the "Disclosure Document") outlining the definitive terms of the Transaction and describing the business to be conducted by Woodbridge following completion of the Transaction, in accordance with the policies of the TSXV;
• receipt by the TSXV of a Sponsor Report (as defined in the policies of the TSXV), if required, satisfactory to the TSXV; and
• completion of the Consolidation.

There can be no assurance that the Transaction will be completed as proposed or at all.

Sponsorship

Woodbridge intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Woodbridge from all or part of applicable sponsorship requirements.

Restatement to Trading

In accordance with the policies of the TSXV, the Woodbridge Shares are currently halted from trading and will remain so until such time the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Transaction.

Further Information

Woodbridge will provide further details in respect of the Transaction, the Concurrent Equity Offering and Pre-Closing Transactions by way of updating press releases as the Transaction advances, in accordance with the policies of the TSXV.

All information contained in this press release with respect to Woodbridge and Greenflame (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of Greenflame; the negotiation and completion of the Definitive Agreement; the terms and completion of the Concurrent Equity Offering; the Consolidation; the Exchange Ratio, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure.

The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to Greenflame and Woodbridge' experience and their perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions pertaining to Greenflame's business and Greenflame and Woodbridge' ability to continue as going concern. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information, including but not limited to: any risks related to the general economic conditions, including rising inflation, on the business, operations and financial condition of Greenflame, as well as on consumer behavior and the economy in general, including the ability to enforce leases, perform capital expenditure work, increase rents, raise capital through the issuance of common shares or other securities of Greenflame and/or the Resulting Issuer and obtain mortgage financing on Greenflame's properties; labour availability; changes to regulatory environment; armed hostilities and geopolitical conflicts; failure to obtain necessary regulatory, corporate and third party approvals in a timely fashion, or at all. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this press release represents the expectations of Greenflame and/or Woodbridge as of the date of this press release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Woodbridge does not undertake to update this information at any particular time except as required in accordance with applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

SOURCE Woodbridge Ventures II Inc.