Woodbridge Resources Ltd. Closes Private Placement

Vancouver, British Columbia--(Newsfile Corp. - November 1, 2021) - Woodbridge Resources Ltd. (the "Company") is pleased to announce it has successfully closed its previously announced non-brokered private placement (the "Private Placement"), issuing 5,508,356 Common shares in the capital of the Company ("Common Shares") at a price of $0.02 per Common Share for total gross proceeds of $110,167.

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

Certain insiders of the Company (the "Insider Placees") purchased an aggregate of 125,000 Common Shares under the Private Placement. These subscriptions constituted a "related party transaction" with the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Placees and their shareholdings before and after completion of the Private Placement are as follows:

 
Note 1: An entity controlled by Quinn Martin, Chief Financial Officer of the Company.

The subscriptions of the Insider Placees contributed $2,500 of the total gross proceeds to the Company under the Private Placement.

In connection with the Private Placement, the Insider Placees each entered into a Subscription Agreement with the Company that contains customary terms and is in the same applicable form as that entered into by other placees under the Private Placement.

The Company has relied 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), respectively, of MI 61-101 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, will exceed $2,500,000, and the Private Placement was approved by the Company's independent director.

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, future financings and operations, and the timing and completion of any acquisition or 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:

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/101556