Woodbridge Ventures II Inc. Announces Amendment to Business Combination Agreement

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VANCOUVER, British Columbia--(BUSINESS WIRE)--Woodbridge Ventures II Inc. (TSX-V: WOOD.P) (“Woodbridge” or the “Company”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), announces that, further to its news releases dated May 8, 2025, July 30, 2025 and December 23, 2025, it has entered into an amending agreement (the “Amending Agreement”) with 2771367 Alberta Ltd. (“Subco”) and Greenflame Resources Inc. (“Greenflame”) to amend the terms of its previously announced business combination agreement dated December 22, 2025 among the Company, Subco and Greenflame (the “Business Combination Agreement”), a copy of which is available under the Company’s profile at www.sedarplus.ca. The Company, Subco and Greenflame entered into the Amending Agreement to, among other things, (i) extend the outside date for completion of the proposed qualifying transaction (the “Proposed Transaction”) from June 30, 2026 to December 31, 2026, (ii) amend the terms of the private placement of Greenflame shares contemplated under the Business Combination Agreement to provide for a private placement of up to 17,500,000 Greenflame common shares for aggregate gross proceeds of up to $7,000,000, and (iii) update the definition of “Greenflame Options” in the Business Combination Agreement and the amalgamation agreement attached as Schedule A thereto to reflect the current outstanding options of Greenflame, being an aggregate of 17,040,000 options with exercise prices ranging from $0.10 to $0.40 per share. All other terms and conditions of the Business Combination Agreement remain unchanged and in full force and effect.

About Woodbridge Ventures II Inc.

The Company is designated as a Capital Pool Company under TSXV Policy 2.4. The Company has not commenced commercial operations and has no assets other than cash. The Company’s objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, Woodbridge will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

For further information regarding the Company and the Proposed Transaction, please contact Raphael Danon, Chief Executive Officer at [phone] or view the Company’s public disclosure documents on www.sedarplus.ca.

ON BEHALF OF THE BOARD OF DIRECTORS OF WOODBRIDGE VENTURES II INC.

Raphael Danon
CEO

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

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This press release contains forward-looking statements, including statements relating to the amended terms of the Proposed Transaction and the anticipated completion thereof. These statements are based upon assumptions that are subject to significant risks and uncertainties. As a result of these risks and uncertainties, the actual results, expectations, achievements or performance of each of Woodbridge and Greenflame may differ materially from those anticipated by these forward-looking statements. Although each of Woodbridge and Greenflame believes that the expectations reflected in forward-looking statements are reasonable, neither can give any assurance that such expectations will prove to be correct. Except as required by law, each of Woodbridge and Greenflame disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions or otherwise.

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