Woodbridge Resources Ltd. Announces Appointment of CEO and Non-Brokered Private Placement

Vancouver, British Columbia–(Newsfile Corp. – September 16, 2021) – Woodbridge Resources Ltd. (“Woodbridge” or the “Company“) is pleased to announce the appointment of Scott McLean as Chief Executive Officer and a Director of the Company effective September 16, 2021. Mr. McLean will replace A. Murray Sinclair as Chief Executive Officer. Mr. Sinclair will remain as a Director of the Company.

Scott McLean is Senior Vice President of Earlston Investments Corp., a private merchant bank with a focus on providing debt to the real estate and resource sectors. Prior to that, he was a member of the research team covering the precious metals and mining sector for Canaccord Genuity. Mr. McLean holds a Bachelor of Science degree with a Major in Mathematics and a Minor in Economics; he is also a CFA® charterholder.

Private Placement

The Company reports that it has revised the terms of a previously announced non-brokered private placement of 3,000,000 Common shares in the capital of the Company (“Common Shares“) at $0.05 per Common share to 5,250,000 Common shares at a price of $0.02 per Common share for total gross proceeds of up to $105,000 (the “Private Placement“).

The net proceeds of the Private Placement will be used for exploration and general working capital of the Company.

Closing of the Private Placement is anticipated to be September 24, 2021, subject to the receipt of all applicable regulatory approvals.

It is expected that the Private Placement will constitute a “related party transaction,” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), as certain insiders of the Company are expected to subscribe for Common Shares under the Private Placement. The Company expects to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(b) of MI 61-101, respectively, in respect of related party participation in the Private Placement on the basis neither the fair market value of the securities to be distributed in the Private Placement, nor the consideration to be received for those securities, insofar as the Private Placement involves interested parties, is expected to exceed $2,500,000.

The Private Placement has been approved by the Company’s independent director.

The Company expects that it will not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement as it is expected that the Private Placement will close within the next 21 days.

The securities offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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Cautionary Note Regarding Forward-Looking Statements

Certain of the statements made and information contained herein is “Forward-looking information” within the meaning of applicable securities laws, including statements concerning our plans, the completion of the Private Placement, future operations, and the timing and completion of any future business opportunities. Such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, general economic, market and business conditions, including in light of the COVID-19 pandemic, changes in national and local government legislation or regulations regarding environmental factors, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; dependency on equity market financings to fund operations; and other risks and uncertainties, including those described in each management’s discussion and analysis released by the Company. In addition, forward-looking information is based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Not for distribution to U.S. news wire services or dissemination in the United States

For further information on the contents of this news release please contact:

Scott McLean
Chief Executive Officer
Tel. (604) 488-5418

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/96780