Toronto, Ontario–(Newsfile Corp. – November 22, 2022) – Woodbridge Ventures II Inc. (TSXV: WOOD.P) (“Woodbridge” or the “Company“), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies, is pleased to announce that it has entered into a non-binding letter of intent dated November 17, 2022 (the “LOI“) with Sparq Naturals, Inc. (“Sparq“), a corporation existing under the laws of the State of Delaware, whereby Woodbridge and Sparq will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the “Resulting Issuer“) that will continue on the business of Sparq (the “Transaction“), subject to the terms and conditions outlined below. Woodbridge intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

Woodbridge completed its initial public offering in November 16, 2021. The common shares of Woodbridge (the “Woodbridge Shares“) are listed for trading on the TSXV under the stock symbol “WOOD.P”. Woodbridge has not commenced commercial operations and has no assets other than cash. Woodbridge was incorporated under the laws of the Province of Ontario.

Sparq manufactures inhalation devices that promote wellness by trading in nicotine and harmful chemicals for lab-tested, health-focused formulations that include vitamins, amino acids, botanicals and natural flavoring. Sparq’s products were born out of the desire to offer consumers an entirely new and guilt-free genre of nicotine-replacement products. Sparq is a private company and was incorporated under the laws of the State of Delaware on July 9, 2015.

The LOI was negotiated at arm’s length and is effective as of November 17, 2022. None of the current directors or officers of Woodbridge hold any director or management position with Sparq. The Transaction does not constitute a Non-Arm’s Length Qualifying Transaction, and the approval of the shareholders of Woodbridge will not be required. In the event that approval from the shareholders of Sparq is required, such approval will be sought as a condition to the closing of the Transaction.

The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the “Definitive Agreement“) to be negotiated between the parties. It is currently anticipated that, immediately prior to the completion of the Transaction, Woodbridge will effect a share consolidation (the “Consolidation“) on a basis to be determined.

The LOI contemplates that as a condition of closing, Sparq will complete a private placement of subscription receipts (or similar security) at a price per subscription receipt to be determined in the context of the market, at a price and offering size to be determined by Sparq, acting reasonably, and conform to the minimum requirements as required by the TSXV for qualifying as a Qualifying Transaction and subsequent trading on the TSXV (the “Concurrent Equity Offering“). Sparq may acquire additional businesses, conduct additional financings or enter into strategic agreements, including but not limited to agreements with consultants, directors, officers, employees or third party service providers, that are accretive to or in the best interests of the business of Sparq (collectively, the “Pre-Closing Transactions“) and may, pursuant to the Pre-Closing Transactions, issue additional Sparq Shares or securities convertible into Sparq Shares. It is currently the understanding of Woodbridge that Sparq expects to conduct additional financings prior to the completion of the Transaction that would be up to a maximum of USD$1 Million and complete the Concurrent Equity Offering.

Immediately prior to the Transaction, Woodbridge will, if so requested by Sparq, effect a Consolidation at a ratio per outstanding Woodbridge Share (the “Consolidation Ratio“) such that the number of Woodbridge Shares shall be issued and outstanding prior to completion of the Transaction will conform to the capital strategy of Sparq. Pursuant to the Transaction, post-Consolidation Woodbridge Shares, in an amount and in a ratio to be determined, will be issued in exchange for outstanding common shares of Sparq (such ratio being the “Exchange Ratio“). The Exchange Ratio will be determined once the proportionate ownership of the Resulting Issuer has been established by the parties. The value of Woodbridge has been established at $1.5 million.

The LOI contemplates that the Transaction will be completed no later than May 31, 2023, or such other date as may be mutually agreed to in writing between Woodbridge and Sparq. There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into, or that the Concurrent Equity Offering or Pre-Closing Transactions or the Transaction will be completed.

Conditions to the Transaction

Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance by the TSXV, approval of certain matters by the holders of the Woodbridge Shares and other customary conditions including:

• completion of the Concurrent Equity Offering and Pre- Closing Transactions;
• entry into the Definitive Agreement on or before February 28, 2023;
• receipt of all director, shareholder, third party and requisite regulatory approvals (including Sparq shareholder approval) relating to the negotiation and execution of a Definitive Agreement in respect of the Transaction and as may be contemplated by the Definitive Agreement;
• preparation and filing of a disclosure document, as required by the TSXV, (the “Disclosure Document“) outlining the definitive terms of the Transaction and describing the business to be conducted by Woodbridge following completion of the Transaction, in accordance with the policies of the TSXV;
• receipt by the TSXV of a Sponsor Report (as defined in the policies of the TSXV), if required, satisfactory to the TSXV; and
• completion of the Consolidation.

There can be no assurance that the Transaction will be completed as proposed or at all.

Sponsorship

Woodbridge intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Woodbridge from all or part of applicable sponsorship requirements.

Board Changes

Woodbridge also announces that Carey Berdock has been appointed as a director of the Company as of November 15, 2022. Mr. Berdock is the Market Manager for Crawford Packaging. Mr. Berdock brings broad experience in sales and negotiation, serving as Canadian Director of Sales and Business Development for Bunzl Canada. Mr. Berdock fills the vacancy created by David Tsubouchi who has resigned as a director of the Company to focus on other ventures.

Further Information

Woodbridge will provide further details in respect of the Transaction, the Concurrent Equity Offering and Pre-Closing Transactions by way of updating press releases as the Transaction advances, in accordance with the policies of the TSXV.

All information contained in this press release with respect to Woodbridge and Sparq (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Trading in the listed securities of the Company will remain halted pursuant to Policy 5.2 Section 2.5/ Policy 2.4 Section 2.3(b).

For further information, please contact:
Raphael Danon, President, CEO & Director
Phone: (416) 884-0840

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of Sparq; the negotiation and completion of the Definitive Agreement; the terms and completion of the Concurrent Equity Offering; the board of directors and management of the Resulting Issuer upon completion of the Transaction; the Consolidation of Woodbridge Shares; the Exchange Ratio, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure.

The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to Sparq and Woodbridge’ experience and their perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions pertaining to Sparq’s business and Sparq and Woodbridge’ ability to continue as going concern. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information, including but not limited to: any risks related to the uncertainties surrounding the duration and the direct and indirect impact of the COVID-19 pandemic and general economic conditions, including rising interest rates and inflation, on the business, operations and financial condition of Sparq, as well as on consumer behavior and the economy in general, including the ability to enforce leases, perform capital expenditure work, increase rents, raise capital through the issuance of common shares or other securities of Sparq and/or the Resulting Issuer and obtain mortgage financing on Sparq’s properties; labour availability; changes to regulatory environment; armed hostilities and geopolitical conflicts; failure to obtain necessary regulatory, corporate and third party approvals in a timely fashion, or at all. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this press release represents the expectations of Sparq and/or Woodbridge as of the date of this press release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Woodbridge does not undertake to update this information at any particular time except as required in accordance with applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

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