Woodbridge signs definitive Greenflame qualifying deal

Executive Summary

• Woodbridge Ventures II Inc. has entered into a definitive business combination agreement to acquire 100% of Greenflame Resources Inc. through an amalgamation, constituting a qualifying transaction under TSX-V Policy 2.4.
• The transaction involves a share consolidation for Woodbridge (1 post-consolidation share for 3.2711 pre-consolidation shares) and an exchange ratio where each Greenflame share converts to 2.80679 pre-consolidation Woodbridge shares.
• Concurrent financings are planned, including a private placement of up to 5 million Greenflame shares for up to $2 million and a concurrent financing of subscription receipts for $5 million to $10 million, with proceeds directed toward enhanced oil recovery (EOR) and working capital.

Key Details

• Transaction Structure: Greenflame will amalgamate with a wholly owned subsidiary of Woodbridge (Subco) to form Amalco, which will become a wholly owned subsidiary of the resulting issuer. The resulting issuer will operate as Greenflame PetroCaribe Inc. and list as a Tier 2 oil and gas issuer.
• Share Exchange Ratio: Each holder of Greenflame shares receives 2.80679 pre-consolidation Woodbridge shares for each Greenflame share. Outstanding Greenflame stock options will convert to rights to acquire post-consolidation Woodbridge shares.
• Ownership Post-Transaction: Approximately 89% held by existing Greenflame shareholders, 2% by existing Woodbridge shareholders, and 9% by investors in the concurrent financing (assuming minimum amounts).
• Concurrent Financing: Greenflame will raise a minimum of $5 million and up to $10 million via subscription receipts. These receipts automatically convert into one Greenflame share each upon satisfaction of escrow release conditions (including exchange approval). Net proceeds are for EOR equipment, supplies, expansion, and working capital.
• Private Placement: Prior to the concurrent financing, Greenflame intends to complete a private placement of up to 5 million shares at $0.40 per share, raising up to $2 million. Proceeds are for EOR, supplies, and working capital.
• Conditions Precedent: Includes special majority approval from Greenflame shareholders, minority approval from Woodbridge shareholders (excluding Raphael Danon), conditional exchange acceptance, regulatory approvals, and completion of concurrent financing for at least $5 million.
• Timeline: The transaction must become effective on or prior to June 30, 2026.
• Related Party Status: The transaction is considered a related party transaction under MI 61-101 due to Raphael Danon’s dual role and shareholdings, requiring minority shareholder approval. However, it is not a non-arm's-length qualifying transaction as no single party controls both entities.
• Greenflame Operations: Greenflame is a private EOR oil production company in Trinidad and Tobago. It operates under a Production Sharing Agreement (PSA) with New Horizon Trinidad and Tobago ULTD for the Parrylands field (Block E).
• Asset Details: The property includes 744 acres, with 300 acres developed, 110 wells drilled, and full operational facilities. Greenflame is entitled to 75% of revenue net of royalties.
• Management: The resulting issuer’s board will include Dr. David Kahn (CEO), Raphael Danon (CFO/COO), and independent directors Frank Ingriselli, Keith Lapeze, James Shipka, Dr. Marc Bustin, and Jeff Reymer.

Notable Quotes

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