Early Warning Press Release

Vancouver, British Columbia--(Newsfile Corp. - November 1, 2021) - 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.

William J.S. Smith ("Mr. Smith") announces today that he has purchased 525,000 Common shares (the "Acquisition Shares") in the capital of the Woodbridge Resources Ltd. (the "Issuer") from Mr. Brian Bayley and Mr. Richard Graham (the "Sellers") pursuant to a share purchase agreements entered into between Mr. Smith and Mr. Bayley and Mr. Graham, respectively on November 1, 2021. The Shares were purchased for at a purchase price of $0.02 per Share, for an aggregate purchase price of $10,500 (the "Share Acquisition")

Mr. Smith also acquired an aggregate of 1,122,500 Common shares (the "Offering Shares") of the Issuer at a price of $0.02 per share for an aggregate purchase price of $22,450 (the "Offering Acquisition"). Mr. Smith acquired the Offering Shares pursuant to the closing of a private placement of 5,508,356 Common shares of the Issuer at a purchase price of $0.02 per share for gross proceeds of $110,167.12 (the "Offering").

Prior to the Share Acquisition and the Offering Acquisition, Mr. Smith did not hold any securities of the Issuer. As a result of the Share Acquisition and the Offering Acquisition, Mr. Smith now has beneficial ownership of and / or control or direction over 1,647,500 Common shares of the Issuer, representing 18.49% of the Issuer's issued and outstanding Shares. The Common shares were acquired for investment purposes.

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.

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.

(signed) "William J.S. Smith"
William J.S. Smith

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/101596

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