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TSX-V: WOOD.P
VANCOUVER, BC, Dec. 23, 2025 /CNW/ - Woodbridge Ventures II Inc. (TSXV: WOOD.P) ("Woodbridge" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that, further to its news releases dated May 8, 2025 and July 30, 2025, it has entered into a business combination agreement dated December 22, 2025 (the "Agreement") with Greenflame Resources Inc. ("Greenflame", and together with the Company, the "Parties" or a "Party") pursuant to which the Company will acquire 100% of the issued and outstanding shares of Greenflame (the "Greenflame Shares") through the amalgamation of Greenflame with a wholly-owned subsidiary of Woodbridge (the "Subco") (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will constitute the "Qualifying Transaction" of Woodbridge in accordance with Policy 2.4 -- Capital Pool Companies ("Policy 2.4") of the Exchange.
Summary of the Proposed Transaction
Under the terms of the Agreement, the common shares in the capital of Woodbridge (the "Woodbridge Shares") will be consolidated on the basis of one post-consolidation Woodbridge Share for 3.2711 pre-consolidation Woodbridge Shares (the "Consolidation") and each holder of Greenflame Shares (each, a "Greenflame Shareholder") will receive 2.80679 pre-Consolidation Woodbridge Share in exchange for each Greenflame Share. Greenflame will amalgamate with Subco to form a new amalgamated company ("Amalco") which will be the wholly owned subsidiary of the Company.
Additionally, on the closing date of the Proposed Transaction (the "Closing Date"), outstanding stock options to acquire Greenflame Shares (the "Greenflame Options") will all cease to represent a right to acquire Greenflame Shares and will provide the right to acquire post-Consolidation Woodbridge Shares, all in accordance with the terms of the Greenflame Options. Greenflame Shares held by a Greenflame Shareholder who has exercised their right to dissent ("Dissenting Greenflame Shareholder") shall be cancelled on the Closing Date and shall not be converted into Woodbridge Shares. The Dissenting Greenflame Shareholders shall cease to have any rights as a Greenflame Shareholder other than the right to be paid the fair value of its Greenflame Shares by Greenflame.
Upon completion of the Proposed Transaction, the Company (the "Resulting Issuer") expects that it will be listed as a Tier 2 Oil and Gas Issuer on the Exchange. Amalco will operate as a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer will continue the business of Greenflame under the name "Greenflame PetroCaribe Inc.", or such other name as determined by Greenflame (the "Name Change"). All of the common shares in the capital of Subco outstanding immediately prior to the Closing Date shall be cancelled and replaced with an equal number of Amalco Shares issued by Amalco. As consideration for the issuance of Greenflame Shares issued pursuant to the Proposed Transaction, Amalco shall issue to Woodbridge one Amalco Share for each Woodbrige Share issued.
Upon completion of the Proposed Transaction, the outstanding shares of the Resulting Issuer will be held approximately 89% by existing shareholders of Greenflame (assuming the completion of the Private Placement (as defined below)), approximately 2% by existing shareholders of Woodbridge, and approximately 9% by investors in the Concurrent Financing (as defined below and assuming completion of the minimum amount).
The Proposed Transaction is expected to constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). As Woodbridge Shares are only listed on the Exchange, Woodbridge intends to rely on an exemption to the formal valuation requirement of MI 61-101. For greater certainty, it is expected that the Proposed Transaction will be subject to approval of the minority shareholders of Woodbridge (excluding Raphael Danon) and accordingly Woodbridge is expected to call a special meeting of shareholders to seek approval of the Proposed Transaction by Woodbridge's minority shareholders.
Concurrent Financing
In connection with the Proposed Transaction, Greenflame will undertake a concurrent financing of subscription receipts (the "Subscription Receipts") for gross proceeds of a minimum of $5,000,000 and up to $10,000,000 (the "Concurrent Financing") on terms as determined in the context of the market. Each Subscription Receipt will, prior to the effective time of the Proposed Transaction, automatically convert into one Greenflame Share for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for the Proposed Transaction and satisfaction or waiver of all of the conditions precedent to the Proposed Transaction. The Greenflame Shares issued upon conversion of the Subscription Receipts will be exchanged for pre-Consolidation Woodbridge Shares pursuant to the Proposed Transaction. The net proceeds from the Concurrent Financing will be used for equipment, supplies, and costs related to enhanced oil recovery ("EOR"), for potential expansion and acquisition of operations in Trinidad and working capital purposes. It is not known at this time if any investment dealer or other registrant will be engaged to assist with fundraising activities however it is anticipated that a cash commission will be paid and compensation warrants issued on any funds raised by eligible finders or brokers. Further details concerning the Concurrent Financing will be included in a subsequent press release.
Private Placement
Prior to the launch of the Concurrent Financing, Greenflame intends to complete a private placement of up to 5,000,000 Greenflame Shares to raise gross proceeds of up to $2,000,000 (the "Private Placement") at a price of $0.40 per Greenflame Share. The ultimate Private Placement proceeds requirement will be dependant on the needs of the Company. The proceeds of the Private Placement are intended to be used by Greenflame for equipment, supplies, and costs related to EOR and working capital purposes.
Significant Conditions to the Closing
Completion of the Proposed Transaction is subject to a number of conditions precedent under the Agreement, including, but not limited to: (i) the receipt of approval by a special majority of Greenflame Shareholder and minority approval of the shareholders of Woodbridge; (ii) the Proposed Transaction will have become effective on or prior to June 30, 2026; (iii) the conditional acceptance of the Proposed Transaction by the Exchange, subject only to customary conditions of closing; (iv) all other consents, orders and approvals, including regulatory approvals and orders will have been obtained from the requisite authorities; (v) completion of the Consolidation and Name Change; and (vi) the completion of the Concurrent Financing for gross proceeds of at least $5,000,000. There is no assurance that the Proposed Transaction will be completed on the terms proposed above, or at all.
About Greenflame
Greenflame is a private enhanced oil recovery (EOR) oil production company incorporated under the laws of Alberta. 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.
Property Overview
Parrylands Block E is an onshore oil property located in southwest Trinidad, within the Parrylands heavy-oil producing area near Point Fortin. The block forms part of Trinidad and Tobago's long-established onshore petroleum province and is characterized by shallow, mature oil reservoirs that have historically been developed using vertical wells and conventional primary recovery methods. The area is generally regarded as suitable for EOR techniques due to oil gravity, reservoir continuity, and existing infrastructure.
History of Development
Commercial oil production in the Parrylands area dates back several decades, with the Property forming part of a mature producing trend developed primarily through vertical wells targeting shallow reservoirs. A significant portion of the drilling activity within the Property occurred during earlier development phases, with approximately 110 wells drilled across the block.
Development to date has largely focused on primary production, with limited application of modern EOR techniques. As a result, the Property is considered to be in a mature stage of development, with redevelopment and optimization opportunities generally associated with workovers, recompletions, artificial lift optimization, and potential EOR applications.
Production History
The Property has historically produced oil from multiple shallow reservoirs. Production volumes have declined over time, consistent with the mature nature of the field and the limited application of secondary or tertiary recovery methods.
Infrastructure
The Property area benefits from established onshore oilfield infrastructure, including access roads, well pads, tank batteries, flowlines, with direct access to the sales oil pipeline on the Property, eliminating the needs for costly transportation.
Development and Redevelopment Considerations
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