WOODBRIDGE VENTURES II INC. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT AND UPDATES PROPOSED QUALIFYING TRANSACTION WITH GREENFLAME RESOURCES INC.
Executive Summary
- Woodbridge Ventures II Inc. entered into a definitive business‑combination agreement to acquire 100% of Greenflame Resources Inc., which will become the “Qualifying Transaction” required for its Capital Pool Company status.
- The deal includes a share consolidation (1 post‑consolidation Woodbridge Share for 3.2711 pre‑consolidation shares) and an exchange ratio of 2.80679 pre‑consolidation Woodbridge Shares per Greenflame Share.
- Concurrent financing is planned: subscription receipts targeting $5 M–$10 M, plus a private placement of up to 5 M Greenflame Shares at $0.40 each (up to $2 M). Proceeds are earmarked for enhanced‑oil‑recovery equipment, expansion in Trinidad and working capital.
Key Details
- Transaction Structure
- Woodbridge will amalgamate Greenflame with a wholly‑owned subsidiary (Subco) to form Amalco, a wholly‑owned subsidiary of the resulting issuer.
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Post‑closing, Woodbridge expects to be listed as a Tier 2 Oil & Gas Issuer; the operating business will continue under “Greenflame PetroCaribe Inc.” (or similar).
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Share Exchange Ratios
- Consolidation: 1 post‑consolidation Woodbridge Share = 3.2711 pre‑consolidation Woodbridge Shares.
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Greenflame shareholders receive 2.80679 pre‑consolidation Woodbridge Shares per Greenflame Share.
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Ownership After Closing (assuming completion of financing)
- ~89 % held by existing Greenflame shareholders (including private‑placement investors).
- ~2 % held by existing Woodbridge shareholders.
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~9 % held by concurrent‑financing investors.
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Concurrent Financing (Subscription Receipts)
- Target gross proceeds: minimum $5 M, up to $10 M.
- Each receipt automatically converts into one Greenflame Share (no additional consideration) upon satisfaction of escrow release conditions and exchange approval.
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Net proceeds will fund equipment, supplies, and costs for enhanced oil recovery (EOR), potential expansion/acquisition in Trinidad, and working capital.
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Private Placement
- Up to 5 M Greenflame Shares at $0.40 per share → up to $2 M gross proceeds.
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Proceeds also earmarked for EOR equipment, supplies, and working capital.
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Closing Conditions
- Approval by a special majority of Greenflame shareholders and minority approval of Woodbridge shareholders.
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Effective date on or before 30 June 2026; exchange acceptance; all regulatory consents; completion of consolidation, name change, and financing minimums.
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Governance Post‑Transaction
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Proposed board of the resulting issuer: David Kahn (CEO/Director), Raphael Danon (CFO/COO/Corporate Secretary), plus six independent directors (Frank Ingriselli, Keith Lapeze, James Shipka, R. Marc Bustin, Jeff Reymer, and others to be determined).
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Financial Snapshot of Greenflame (unaudited)
- 2024 Net loss: $(932,640); 2023 Net loss: $(694,580).
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Total assets 2024: $2.37 M; total liabilities 2024: $0.63 M; equity $1.74 M.
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Regulatory & Shareholder Matters
- Transaction qualifies as a “related‑party transaction” under MI 61‑101; minority shareholders (excluding Raphael Danon) will be called to vote at a special Woodbridge meeting.
- Woodbridge intends to seek an exemption from the Exchange’s sponsorship requirement for qualifying transactions.
Notable Quotes
- “The proposed business combination positions Woodbridge to transition from a capital pool company to an operating oil‑and‑gas issuer, leveraging Greenflame’s existing production and EOR opportunities in Trinidad,” – Raphael Danon, CEO, Woodbridge Ventures II Inc.