Woodbridge Ventures II Inc. Announces Amendment to Business Combination Agreement

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. VANCOUVER, British Columbia — Woodbridge Ventures II Inc. (TSX-V: WOOD.P) (“Woodbridge” or the “Company”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), [...]

VANCOUVER, British Columbia — 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. 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 (416) 884-0840 or view the Company’s public disclosure documents on www.sedarplus.ca. Raphael Danon CEO Contacts