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This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Vancouver, British Columbia–(Newsfile Corp. – July 5, 2021) –  Richard Graham (“Mr. Graham“) announces today that he has purchased 625,000 Common shares (the “Shares“) in the capital of the Woodbridge Resources Ltd. (the “Issuer“) from Mr. Brian Morales (the “Seller“) pursuant to a share purchase agreement entered into between Mr. Graham and the Seller on July 5, 2021. The Shares were purchased for at a purchase price of $0.0000016 per Share, for an aggregate purchase price of $1 (the “Share Acquisition“).

Prior to the Share Acquisition, Mr. Graham did not hold any securities of the Issuer. As a result of the Share Acquisition, Mr. Graham now has beneficial ownership of and / or control or direction over 625,000 Shares, representing 17.82% of the Issuer’s issued and outstanding Shares.

The Share Acquisition was conducted in reliance on the “private agreement exemption” in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“) and as a result were exempt from the take-over bid requirements in Part 2 of NI 62-104. The Share were purchased from fewer than five sellers and at a price less than 115% of the value of the Shares, in each case as determined in accordance with NI 62-104.

The Issuer expects to conduct a private placement of up to 3,000,000 Common shares (“Woodbridge Shares“) at a price of $0.05 per Woodbridge Share for gross proceeds of $150,000 and, as of the date of this press release, Mr. Graham intends to participate in this private placement whereby he expects to acquire 500,000 Woodbridge Shares. Assuming the private placement is fully subscribed, Mr. Graham’s aggregate shareholding in Woodbridge is expected to be 1,125,000 Woodbridge Shares representing 17.29% of the issued and outstanding Woodbridge Shares post-closing of the private placement.

A report respecting this acquisition will be electronically filed with the Securities Commission in each jurisdiction where the Issuer is reporting and will be available for viewing on SEDAR at www.sedar.com. To obtain a copy of the report, contact Mr. Graham at 604-488-8717.

(signed) “Richard Graham”

Richard Graham

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89392

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