Original News Release
SEDAR Interim Financial Statements
1 WOODBRIDGE VENTURES II INC. (A CAPITAL POOL COMPANY) UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 (EXPRESSED IN CANADIAN DOLLARS) 2 Management's Responsibility To the Shareholders of Woodbridge Ventures II Inc. (the “Company” or the “Corporation”): NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim financial statements of the Corporation have been prepared by management and approved by the Audit Committee and Board of Directors of the Corporation. The Corporation’s independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors. /s/ “Raphael Danon” Raphael Danon Chief Executive Officer January 29, 2026 3 Woodbridge Ventures II Inc. Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars - Unaudited) As at As at November 30, August 31, 2025 2025 (Audited) Assets Current Assets Cash $ 253,585 $ 259,444 $ 253,585 $ 259,444 Liabilities Current liabilities Accounts Payable and Accrued Liabilities $ 51,184 $ 47,654 Shareholders' equity Share Capital (note 3) 478,669 478,669 Reserves (note 3) 105,418 105,418 Deficit (381,686) (372,297) 202,401 211,790 $ 253,585 $ 259,444 The accompanying notes to the unaudited condensed interim financial statements are an integral part of these financial statements. Approved by the Board “Raphael Danon” “Patrick Brigham” ” CEO (Signed) Director (Signed) 4 Woodbridge Ventures II Inc. Condensed Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars - Unaudited) For the Three Months Ended November 30, 2025 2024 Expenses Professional Fees $ 10,556 $ 5,469 Filing Fees $ (1,376) $ 1,130 General and Administrative $ 209 $ - Loss and Comprehensive Loss for the period $ 9,389 $ 6,599 Net Loss per share – basic and diluted $ (0.00) $ (0.00) Weighted average shares outstanding- basic and diluted 7,000,000 7,000,000 The accompanying notes to the unaudited condensed interim financial statements are an integral part of these financial statements. 5 Woodbridge Ventures II Inc. Condensed Interim Statements of Changes in Shareholders’ Equity For the three months ended November 30, 2025 and 2024 (Expressed in Canadian Dollars - Unaudited) Number Capital Shareholders’ of shares amount Reserves Deficit equity Balance as at September 1, 2025 7,000,000 $ 478,669 $ 105,418 $ (372,297) $ 211,790 Net loss and comprehensive loss for the period - - - (9,389) (9,389) Balance as at November 30, 2025 7,000,000 $ 478,669 $ 105,418 $ (381,686) $ 202,401 Balance as at September 1, 2024 7,000,000 $ 478,669 $ 89,594 $ (252,865) $ 315,398 Net loss and comprehensive loss for the period - - - (6,599) (6,599) Balance as at November 30, 2024 7,000,000 $ 478,669 $ 89,594 $ (259,464) $ 308,799 The accompanying notes to the unaudited condensed interim financial statements are an integral part of these financial statements. 6 Woodbridge Ventures II Inc. Condensed Interim Statements of Cash Flows (Expressed in Can
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adian Dollars - Unaudited) For the Three Months Ended November 30, 2025 2024 Cash flow from operating activities Net Loss for the period $ (9,389) $ (6,599) Net change in non-cash working capital Accounts payable and accrued liabilities 3,530 599 Net cash used in operating activities $ (5,859) $ (6,000) Net change in cash (5,859) (6,000) Cash, beginning of period 259,444 355,665 Cash, end of period $ 253,585 $ 349,665 The accompanying notes to the unaudited condensed interim financial statements are an integral part of these financial statements. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 7 1. INCORPORATION AND NATURE OF BUSINESS Woodbridge Ventures II Inc. (the “Corporation” or the “Company”) was incorporated under the Ontario Business Corporations Act on April 12, 2021 and is classified as a Capital Pool Company as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction, as such term is defined in Exchange Policy 2.4 ("QT"). As at November 30, 2025 the Corporation has not commenced commercial operations. The Corporation has no assets other than cash. Given the nature of the activities, no separate segmented information is reported. The Corporation completed its initial public offering (“IPO”) on November 16, 2021. The gross proceeds raised from the IPO may only be used to identify a QT, with the exception that a maximum of $3,000 per month may be spent on reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation, as defined under the policies of the Exchange. Where a QT is warranted, additional funding may be required. The ability of the Corporation to fund its potential future operations and commitments is dependent upon the ability of the Corporation to obtain additional financing. On December 22, 2025, the Company, executed a Business Combination Agreement with Greenflame Resources Inc. (“Greenflame”) and 2771367 Alberta Ltd., a wholly-owned subsidiary of the Company (the “RTO Transaction”). Pursuant to the Business Combination Agreement, the Company has agreed to complete a QT by way of a three- cornered amalgamation under the Business Corporations Act (Alberta), pursuant to which the Company will acquire all of the issued and outstanding shares of Greenflame. Following completion of the Transaction, the Company is expected to continue as the public reporting issuer and carry on the business of Greenflame, and the resulting issuer is expected to be renamed in connection with the completion of the RTO 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. Upon completion of the RTO Transaction, the Company (the "Resulting Issuer") expects that it will be listed as a Tier 2 Oil and Gas Issuer on the Exchange. Completion of the RTO Transaction is subject to a number of conditions precedent under the A
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greement. There is no assurance that the RTO Transaction will be completed on the terms proposed above, or at all. Raphael Danon is a director and CEO of Woodbridge and is also a director and COO and CFO of Greenflame and holds 1,700,000 (24.2%) of Woodbridge and 8,028,000 (7.7%) of Greenflame. However, as no party is a control person of both Woodbridge and Greenflame, the RTO Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" within the meaning of Exchange Policy 2.4 and, as such, Majority of the Minority Approval (as defined in Exchange Policy 2.4) is not required to approve the RTO Transaction pursuant to the policies of the Exchange. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 8 1. INCORPORATION AND NATURE OF BUSINESS (Continued) Notwithstanding the foregoing, as disclosed above, the RTO Transaction is expected to constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101, and it is expected that the RTO 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 (the "Woodbridge Meeting") to seek approval of the RTO Transaction by Woodbridge's minority shareholders. The head office and the registered head office of the Corporation is located at 7 Graymar Ave, Toronto, Ontario, M3H 3B5. The Company’s common shares trade on the TSX Venture Exchange under the symbol WOOD.P. The Company’s public filings can be accessed and viewed via the System for Electronic Data Analysis and Retrieval (“SEDAR”) at www.sedar.com. On January 29, 2026, the Board of Directors approved the condensed interim financial statements for the period ending November 30, 2025. 2. SIGNIFICANT ACCOUNTING POLICIES Statement of compliance These unaudited condensed interim financial statements, including comparatives, have been prepared in accordance with International Accounts Standards (“IAS”) 34, “Condensed interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. The same accounting policies and methods of computation are followed in these condensed interim financial statements as compared with the most recent annual financial statements for the year ended August 31, 2025. It is therefore recommended that this financial report be read in conjunction with the audited annual financial statements of the Company for the year ended August 31, 2025. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 9 3. SHARE CAPITAL AND RESERVES Authorized Unlimited Common shares Issued and Outstanding common shares Share Capital Number of Shares Amount Balance April 12, 2
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021 - $ - Private placement (i) 2,000,000 $ 100,000 Balance as at August 31, 2021 2,000,000 $ 100,000 Initial Public Offering (ii) 5,000,000 500,000 Cost of Issuance- Cash (84,000) Cost of Issuance- Share Based Payment (37,331) Balance as at November 30, 2022, 2023, 2024, 2025 7,000,000 $ 478,669 (i) On April 12, 2021, the Corporation authorized a private placement of 2,000,000 common shares at a price of $0.05 per share for gross proceeds of $100,000. (ii) On November 16, 2021, the Corporation completed the IPO and issued 5,000,000 common shares at $0.10 per share for gross proceeds of $500,000. The Corporation granted 500,000 options to its agents for the IPO, to acquire 500,000 common shares of the Corporation at a price of $0.10 per share exercisable for a period of 60 months from the date of the Corporation's common shares listed on the TSX Venture Exchange. The agent's options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 1.56%, expected volatility of 100% and an expected life of five years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options. The value attributed to the 500,000 options was $37,331 which is included in costs of issuance. In addition, the Agent received a cash commission of $50,000, which equals to 10% of the gross proceeds, and the Corporation paid legal fees and expenses of $34,000 relating to this offering. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 10 3. SHARE CAPITAL AND RESERVES (continued) Escrowed Shares Upon completion of the Corporation’s initial public offering, the 2,020,000 currently issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months, and 18 months following the Initial Release. All common shares acquired on exercise of stock options granted to directors and officer prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the Final Exchange Bulletin is issued. All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow. Share-based payments Share-based payment reserve records items recognized as share-based compensation expense and other share- based payments until such time as the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. The Corporation has a Stock Option Plan (the “Plan”) to provide incentive for the directors, officers, employees, consultants and service providers of the Corporation. Upon the closing of the Corporation’s IPO, the Corporation granted incentive stock options to directors and the officer of the Corporation to purchase a number of common
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shares equal to 10% of the number of common shares issued and outstanding upon completion of the IPO. The options were granted at a price of $0.10 per common share and are exercisable for 60 months from the date of grant, subject to regulatory approval. Also, as part of the commission paid to its agents, the agents were granted options (the “Agent options”) to purchase up to 10% of the total number of common shares sold pursuant to the Offering at a price of $0.10 per common share, exercisable for a period of 60 months from the date of listing of the common shares on the TSX Venture. As at November 30, 2025 the Corporation had 1,200,000 issued or outstanding stock options and Agent options. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 11 3. SHARE CAPITAL AND RESERVES (continued) Share-based payments (continued) The following table reflects the continuity of stock options and Agent options for the period ended November 30, 2025: Number of Weighted average stock options exercise price ($) Balance August 31, 2021 - - Granted (i) 700,000 .10 Granted (ii) 500,000 .10 Balance August 31, 2022 1,200,000 .10 Forfeited (iii) (210,000) .10 Balance August 31, 2023, 2024 990,000 .10 Granted (iv) 210,000 .10 Balance November 30, 2025 1,200,000 .10 (i) On November 16, 2021, the Corporation granted 700,000 incentive stock options to its directors and an officers which are exercisable within 60 months from the date of grant at an exercise price of $0.10 per share. The incentive stock options were valued using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 1.56%, expected volatility of 100% and an expected life of five years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options. The value attributed to the 700,000 options was $52,263. (ii) On November 16, 2021, the Corporation granted 500,000 Agent options to its agents which are exercisable within two years from the date of grant at an exercise price of $0.10 per share. The incentive stock options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 1.56%, expected volatility of 100% and an expected life of five years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options. The value attributed to the 500,000 options was $37,331. (iii) On November 16, 2022 David Tsubouchi resigned from the Board of Directors of the Corporation and forfeited 210,000 stock options that were granted to directors on November 16, 2021. (iv) On April 7, 2025, the Corporation granted 210,000 incentive stock options to its directors and the officer which are exercisable within 60 months from the date of grant at an exercise price of $0.10 per share. The incentive stock options were valued using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 2.64%, expected volatility of 100% and an expected life of five years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options. The value attributed to the 210,000 options was $15,824. Woodbri
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dge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 12 3. SHARE CAPITAL AND RESERVES (continued) Share-based payments (continued) The following table reflects the actual stock and Agent options issued and outstanding as of November 30, 2025: Weighted Average Number of Remaining Number of Options Exercise Contractual Options Vested Expiry Date Price Life (years) Outstanding (Exercisable) November 16, 2026 0.10 0.96 990,000 990,000 April 7, 2030 0.10 4.35 210,000 210,000 Options Options for directors and officers were granted for term of five years from the date of the grant. They are non- transferable and expire within 12 months after the completion of the QT or 90 days following the termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire 12 months thereafter. Any shares issued upon exercise of the options prior to the Corporation entering into a QT will be subject to escrow restrictions. Unless otherwise stated, the options fully vest when granted. 4. RELATED PARTY TRANSACTIONS There was no remuneration paid to key management personnel or other related party transactions during the period ended November 30, 2025 or for the period ended November 30, 2024. Woodbridge Ventures II Inc. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 (Expressed in Canadian Dollars - Unaudited) 13 5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Capital Management The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital, reserves, and deficit, in the definition of capital. The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners. The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than $3,000 per month may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange policy 2.4. Risk Disclosures and Fair Values The Corporation's financial instruments carried at amortized cost, consisting of accounts payable and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments. Liquidity Risk The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at November 30, 2025, the Corporation had cash of $253,585 to pay liabilities of $51,184.
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