Woodbridge Ventures II reports amendment to merger pact

Woodbridge Ventures II Inc. (TSXV: WOOD.P) has announced an amendment to its previously disclosed business combination agreement with Greenflame Resources Inc. The agreement, dated December 22, 2025, outlines the terms under which Woodbridge will acquire 100% of Greenflame’s issued and outstanding shares through an amalgamation with a wholly owned subsidiary of Woodbridge. The transaction is intended to satisfy Woodbridge’s requirement to complete a Qualifying Transaction under TSX Venture Exchange Policy 2.4.

Under the terms of the agreement, Woodbridge’s common shares will be consolidated at a ratio of 1 post-consolidation share for every 3.2711 pre-consolidation shares. Greenflame shareholders will receive 2.80679 pre-consolidation Woodbridge shares for each Greenflame share held. The amalgamation will result in the formation of a new wholly owned subsidiary of Woodbridge.

The transaction remains subject to customary conditions, including regulatory approvals and shareholder consent. Greenflame shareholders who exercise their right to dissent will not receive Woodbridge shares and will instead be entitled to fair value of their Greenflame shares. The company will provide further updates as the transaction progresses.