Equity Financing

May 8, 2025 Announcement

Woodbridge Ventures II Inc., a TSX Venture Exchange capital pool company, and Greenflame Resources Inc. announced it entered into a non-binding letter of intent dated May 6, 2025 for a reverse take over (RTO) that would create a resulting public company continuing Greenflame’s business.

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December 23, 2025 Announcement

Woodbridge Ventures II Inc., and Greenflame Resources Inc. announced the completion of the definitive business combination agreement on December 22, 2025.
Under the proposed transaction, Woodbridge will acquire 100% of Greenflame through an amalgamation between Greenflame and a wholly owned subsidiary of Woodbridge, forming a new subsidiary (“Amalco”). The transaction is intended to serve as Woodbridge’s Qualifying Transaction under TSXV Policy 2.4 and would result in a Tier 2 oil and gas issuer continuing Greenflame’s business, expected to operate under the name “Greenflame PetroCaribe Inc.”

As part of the transaction, Woodbridge shares will be consolidated on a 3.2711-for-1 basis. Greenflame shareholders will receive 2.80679 pre-consolidation Woodbridge shares for each Greenflame share, and Greenflame options will convert into options for post-consolidation Woodbridge shares. Dissenting Greenflame shareholders will instead receive fair value for their shares. Following closing, ownership of the resulting issuer is expected to be approximately 89% Greenflame shareholders, 2% existing Woodbridge shareholders, and 9% investors from a concurrent financing.
Greenflame plans a concurrent financing of subscription receipts raising between $5 million and $10 million, which will convert into Greenflame shares once closing conditions are satisfied. The proceeds are intended for enhanced oil recovery operations, expansion and acquisitions in Trinidad, and working capital. Prior to this, Greenflame also intends a private placement of up to 5 million shares at $0.40 per share to raise up to $2 million for similar operational purposes.

The transaction is considered a related-party transaction under MI 61-101 but Woodbridge expects to rely on a formal valuation exemption while still obtaining minority shareholder approval. Closing remains subject to regulatory approvals, shareholder approvals, completion of the financing, and exchange acceptance, with a target completion date on or before June 30, 2026.

Click here for complete public announcement

Comparable Companies: 

May 8, 2025 Announcement

Woodbridge Ventures II Inc., a TSX Venture Exchange capital pool company, and Greenflame Resources Inc. announced it entered into a non-binding letter of intent dated May 6, 2025 for a reverse take over (RTO) that would create a resulting public company continuing Greenflame’s business.

Click here for complete public announcement

December 23, 2025 Announcement

Woodbridge Ventures II Inc., and Greenflame Resources Inc. announced the completion of the definitive business combination agreement on December 22, 2025.
Under the proposed transaction, Woodbridge will acquire 100% of Greenflame through an amalgamation between Greenflame and a wholly owned subsidiary of Woodbridge, forming a new subsidiary (“Amalco”). The transaction is intended to serve as Woodbridge’s Qualifying Transaction under TSXV Policy 2.4 and would result in a Tier 2 oil and gas issuer continuing Greenflame’s business, expected to operate under the name “Greenflame PetroCaribe Inc.”

As part of the transaction, Woodbridge shares will be consolidated on a 3.2711-for-1 basis. Greenflame shareholders will receive 2.80679 pre-consolidation Woodbridge shares for each Greenflame share, and Greenflame options will convert into options for post-consolidation Woodbridge shares. Dissenting Greenflame shareholders will instead receive fair value for their shares. Following closing, ownership of the resulting issuer is expected to be approximately 89% Greenflame shareholders, 2% existing Woodbridge shareholders, and 9% investors from a concurrent financing.
Greenflame plans a concurrent financing of subscription receipts raising between $5 million and $10 million, which will convert into Greenflame shares once closing conditions are satisfied. The proceeds are intended for enhanced oil recovery operations, expansion and acquisitions in Trinidad, and working capital. Prior to this, Greenflame also intends a private placement of up to 5 million shares at $0.40 per share to raise up to $2 million for similar operational purposes.

The transaction is considered a related-party transaction under MI 61-101 but Woodbridge expects to rely on a formal valuation exemption while still obtaining minority shareholder approval. Closing remains subject to regulatory approvals, shareholder approvals, completion of the financing, and exchange acceptance, with a target completion date on or before June 30, 2026.

Click here for complete public announcement

Comparable Companies: