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Woodbridge Ventures II Amends Business Combination with Greenflame Resources and Subco
Woodbridge Ventures II Inc. (TSX‑V: WOOD.P), a Canadian capital pool company listed on the TSX Venture Exchange, announced on 14 July 2026 that it has entered into an amending agreement with 2771367 Alberta Ltd. (Subco) and Greenflame Resources Inc. (Greenflame). The amendment modifies the terms of the previously announced business combination agreement dated 22 December 2025 among the three parties.
The key changes in the amending agreement are:
1. Extension of the completion deadline – The outside date for the proposed qualifying transaction (the “Proposed Transaction”) has been moved from 30 June 2026 to 31 December 2026. 2. Private placement of Greenflame shares – The agreement now allows Greenflame to conduct a private placement of up to 17,500,000 common shares, with aggregate gross proceeds capped at $7,000,000. 3. Update of Greenflame options – The definition of “Greenflame Options” in the business combination and the attached amalgamation agreement (Schedule A) has been revised to reflect the current outstanding options: 17,040,000 options with exercise prices ranging from $0.10 to $0.40 per share.
All other terms of the original business combination agreement remain unchanged and remain in full force.
Background on Woodbridge Ventures II Woodbridge Ventures II is a capital pool company, a type of vehicle that does not conduct commercial operations but seeks to identify and evaluate businesses or assets that could be acquired or merged with in a qualifying transaction. The company’s only asset is cash, and it is required to obtain approval from the TSX Venture Exchange for any proposed qualifying transaction. If the transaction is not at arm’s length, majority approval of minority shareholders is also required.
The company’s prior announcements on 8 May 2025, 30 July 2025, and 23 December 2025 detailed the intent to combine with Subco and Greenflame. The December 22, 2025 business combination agreement set out the structure of the proposed transaction, including the issuance of Greenflame shares and the treatment of Greenflame options.
Implications of the amendment The extension of the completion date gives the parties additional time to finalize regulatory approvals, negotiate financing, and complete due diligence. The revised private placement terms provide a clearer framework for raising capital from private investors, potentially improving the liquidity of Greenflame shares once the transaction is completed.
Updating the options definition ensures that the capital structure reflected in the public filings matches the current outstanding options, which is important for transparency to shareholders and for regulatory compliance.
Next steps Woodbridge Ventures II will continue to identify and evaluate potential qualifying transactions. Until a transaction is completed, the company will not engage in any other business activity. The company has not yet announced a target for the proposed transaction, nor has it disclosed any specific financing arrangements beyond the private placement framework.
The company’s chief executive officer, Raphael Danon, has indicated that further details will be disclosed as they become available. Investors and interested parties can review the full text of the amending agreement and related documents on the company’s public disclosure portal at www.sedarplus.ca.
Conclusion Woodbridge Ventures II’s amendment to its business combination agreement with Subco and Greenflame represents a procedural update that extends the timeline for the proposed transaction, clarifies the private placement of Greenflame shares, and aligns the options definition with current holdings. The company remains in a preparatory phase, awaiting regulatory approval and the completion of the qualifying transaction. No additional operational or financial information has been released beyond the terms of the amendment.
The key changes in the amending agreement are:
1. Extension of the completion deadline – The outside date for the proposed qualifying transaction (the “Proposed Transaction”) has been moved from 30 June 2026 to 31 December 2026. 2. Private placement of Greenflame shares – The agreement now allows Greenflame to conduct a private placement of up to 17,500,000 common shares, with aggregate gross proceeds capped at $7,000,000. 3. Update of Greenflame options – The definition of “Greenflame Options” in the business combination and the attached amalgamation agreement (Schedule A) has been revised to reflect the current outstanding options: 17,040,000 options with exercise prices ranging from $0.10 to $0.40 per share.
All other terms of the original business combination agreement remain unchanged and remain in full force.
Background on Woodbridge Ventures II Woodbridge Ventures II is a capital pool company, a type of vehicle that does not conduct commercial operations but seeks to identify and evaluate businesses or assets that could be acquired or merged with in a qualifying transaction. The company’s only asset is cash, and it is required to obtain approval from the TSX Venture Exchange for any proposed qualifying transaction. If the transaction is not at arm’s length, majority approval of minority shareholders is also required.
The company’s prior announcements on 8 May 2025, 30 July 2025, and 23 December 2025 detailed the intent to combine with Subco and Greenflame. The December 22, 2025 business combination agreement set out the structure of the proposed transaction, including the issuance of Greenflame shares and the treatment of Greenflame options.
Implications of the amendment The extension of the completion date gives the parties additional time to finalize regulatory approvals, negotiate financing, and complete due diligence. The revised private placement terms provide a clearer framework for raising capital from private investors, potentially improving the liquidity of Greenflame shares once the transaction is completed.
Updating the options definition ensures that the capital structure reflected in the public filings matches the current outstanding options, which is important for transparency to shareholders and for regulatory compliance.
Next steps Woodbridge Ventures II will continue to identify and evaluate potential qualifying transactions. Until a transaction is completed, the company will not engage in any other business activity. The company has not yet announced a target for the proposed transaction, nor has it disclosed any specific financing arrangements beyond the private placement framework.
The company’s chief executive officer, Raphael Danon, has indicated that further details will be disclosed as they become available. Investors and interested parties can review the full text of the amending agreement and related documents on the company’s public disclosure portal at www.sedarplus.ca.
Conclusion Woodbridge Ventures II’s amendment to its business combination agreement with Subco and Greenflame represents a procedural update that extends the timeline for the proposed transaction, clarifies the private placement of Greenflame shares, and aligns the options definition with current holdings. The company remains in a preparatory phase, awaiting regulatory approval and the completion of the qualifying transaction. No additional operational or financial information has been released beyond the terms of the amendment.
