Calgary, Alberta–(Newsfile Corp. – December 23, 2024) – Greenfire Sources Ltd. (NYSE: GFR) (TSX: GFR) (“Greenfire” or the “Company”), in the present day introduced a reconstitution of Greenfire’s Board of Administrators (the “Board”), the termination of the amended and restated Shareholder Rights Plan dated December 7, 2024 (the “Second Rights Plan”) and the acquisition of extra Greenfire Securities by Waterous Power Fund (“WEF”). Concurrently, Greenfire and WEF have executed an settlement (the “Investor Agreement”) beneath which WEF has agreed to proceed the Firm’s Strategic Overview course of and withdraw its November 18, 2024 shareholder assembly requisition.
Reconstituted Board of Administrators
Below the phrases of the Investor Settlement, Matthew Perkal, Robert Logan and Jonathan Klesch have agreed to resign from the Board. The resignations of Mr. Perkal, Mr. Logan and Mr. Klesch are efficient instantly. All six nominees proposed by WEF as a part of its November 18, 2024 shareholder assembly requisition (Adam Waterous, Andrew Kim, David Roosth, Henry Hager, Brian Heald and David Knight Legg) might be appointed to the Board, efficient instantly, with Mr. Waterous serving as Chairman of the Board. Mr. Heald and Mr. Knight Legg are thought-about unbiased administrators.
Tom Ebbern, who joined the Board on December 9, 2024, will stay on the Board and has been appointed Lead Director. Below the phrases of the Investor Settlement, WEF has agreed to vote in favor of Mr. Ebbern on the Might 6, 2025 shareholder assembly. Derek Aylesworth will stay on the Board however in accordance with the phrases of the Investor Settlement is not going to be nominated for re-election on the Might 6, 2025 shareholder assembly.
WEF Acquires Further Greenfire Securities
Below the phrases of the Investor Settlement, Greenfire has terminated the Second Rights Plan and WEF has agreed to withdraw its shareholder assembly requisition. All excellent rights issued beneath the Second Rights Plan might be void and of no impact.
Following the termination of the Second Rights Plan, WEF in the present day acquired all of the frequent shares and warrants of Greenfire (the “Greenfire Securities”) held by Brigade Capital Administration LP and M3-Brigade Sponsor III LP (collectively, “Brigade”), growing WEF’s curiosity to 56.5% of the issued and excellent frequent shares within the Firm. The Brigade frequent shares have been acquired by WEF at a value of US$7.83 per share. Brigade will now not be entitled to a nominee on the Board on account of the sale by Brigade of all its Greenfire Securities to WEF.
Strategic Overview Course of
The Firm and WEF have agreed to proceed Greenfire’s strategic evaluation course of (the “Strategic Review”), with help from WEF by way of to the Might 6, 2025 shareholder assembly. The Strategic Overview will proceed to judge a variety of alternate options with a give attention to enhancing worth for all Greenfire shareholders. The Strategic Overview will stay beneath the oversight of the particular committee of the Board, which might be led by Mr. Ebbern, alongside Mr. Aylesworth, Mr. Heald and Mr. Knight Legg. Greenfire intends to nominate a brand new monetary advisor to help the Strategic Overview Course of to interchange TD Securities.
About Greenfire
Greenfire is an intermediate, lower-cost and growth-oriented Athabasca oil sands producer with concentrated Tier-1 property that use steam assisted gravity drainage extraction strategies. The Firm is operationally centered with an emphasis on an entrepreneurial setting and a excessive stage of worker possession. Greenfire Frequent Shares are listed on the New York Inventory Change and Toronto Inventory Change beneath the image “GFR”. For extra data, go to greenfireres.com or discover Greenfire on LinkedIn and X.
Contact Info
Greenfire Sources Ltd.
205 fifth Avenue SW
Suite 1900
Calgary, AB T2P 2V7
traders@greenfireres.com
greenfireres.com
FORWARD-LOOKING STATEMENTS ADVISORY
This press launch comprises sure forward-looking statements or forward-looking data inside the which means of the US federal securities legal guidelines and relevant Canadian securities legal guidelines (collectively, “forward-looking statements“). Ahead-looking statements relate to future occasions or future efficiency. All data apart from statements of historic truth are forward-looking statements. These forward-looking statements usually are recognized by the phrases “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “strategy,” “future,” “opportunity,” “plan,” “potential,” “may,” “should,” “will,” “can,” “could,” “would,” “will be,” “to be,” “to include,” “to align,” “will continue,” “will likely result,” and comparable expressions. Along with different forward-looking statements herein, there are forward-looking statements on this press launch regarding, amongst different issues, expectations and assumptions in respect of the next issues: the intent of the Particular Committee to proceed to judge a variety of alternate options with a give attention to enhancing worth for all shareholders as a part of the strategic evaluation; the timing of the conclusion of the Strategic Overview; the requirement of WEF to vote for Mr. Ebbern on the 2025 annual assembly of shareholders; and the intent of Greenfire to nominate a brand new monetary advisor.
Ahead-looking statements are predictions, projections and different statements about future occasions which might be primarily based on present expectations and assumptions and, because of this, are topic to dangers and uncertainties, together with that the strategic alternate options course of will lead to a transaction that enhances worth for shareholders; and that the proposed nominees for the 2025 annual assembly of shareholders of Greenfire might be prepared or in a position to be nominated at such assembly. You must rigorously take into account the entire dangers and uncertainties described within the “Risk Factors” part of the Firm’s annual report on Kind 20-F dated March 26, 2024, which is on the market on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.shtml and in different paperwork filed by Greenfire every so often on SEDAR+ and with the US Securities and Change Fee. Ahead-looking statements are statements in regards to the future and are inherently unsure. The Firm doesn’t intend, and doesn’t assume any obligation, to replace any forward-looking statements, apart from as required by relevant legislation. For all of those causes, the Firm’s securityholders mustn’t place undue reliance on forward-looking statements.
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