Woodbridge Resources Ltd. Non-Brokered Private Placement of Common Shares

Vancouver, British Columbia–(Newsfile Corp. – December 5, 2022) – Woodbridge Resources Ltd. (“Woodbridge” or the “Company“) is pleased to announce a non-brokered private placement of up to 3,000,000 common shares of the Company at $0.02 each for total gross proceeds of up to $60,000 (the “Private Placement“).

The net proceeds from the Private Placement will be used for general and working capital purposes and to seek an acquisition of assets or other business opportunities.

It is expected that the Private Placement will close in two tranches.

It is also 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(1)(b) of MI 61-101, respectively, as the Company is not listed on a specified market and 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 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.

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.

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

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

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

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