Calgary, Alberta–(Newsfile Corp. – December 23, 2024) – Greenfire Assets Ltd. (NYSE: GFR) (TSX: GFR) (“Greenfire” or the “Firm”), at present introduced a reconstitution of the Greenfire Board of Administrators. (the “Board”), the termination of the Amended and Restated Shareholder Rights Plan as of December 7, 2024 (the “Second Rights Plan”) and the acquisition of further Greenfire Securities by Waterous Vitality Fund (“WEF”). On the similar time, Greenfire and WEF signed an settlement (the “Investor Settlement”) pursuant to which WEF agreed to proceed the method of strategic assessment of the Firm and to withdraw its request for a normal assembly of shareholders on November 18 2024.
Reconstituted board of administrators
Beneath the phrases of the investor settlement, Matthew Perkal, Robert Logan and Jonathan Klesch have agreed to resign from the board of administrators. The resignations of Mr. Perkal, Mr. Logan and Mr. Klesch are efficient instantly. The six candidates proposed by the WEF as a part of its request for a normal assembly of shareholders on November 18, 2024 (Adam Waterous, Andrew Kim, David Roosth, Henry Hager, Brian Heald and David Knight Legg) can be appointed to the board of administrators , efficient instantly, with Mr. Waterous as Chairman of the Board. Mr. Heald and Mr. Knight Legg are thought of unbiased administrators.
Tom Ebbern, who joined the board on December 9, 2024, will stay a member of the board and has been named lead director. Beneath the phrases of the investor settlement, WEF has agreed to vote in favor of Mr. Ebbern on the shareholders’ assembly on Might 6, 2025. Derek Aylesworth will stay a member of the board of administrators however, in accordance with the phrases of the investor settlement, investor settlement, it is not going to be proposed for re-election on the shareholders’ assembly on Might 6, 2025.
WEF Acquires Further Greenfire Titles
Beneath the phrases of the investor settlement, Greenfire terminated the second rights plan and WEF agreed to withdraw its request for a shareholder assembly. All excellent Rights issued below the Second Rights Plan can be void and of no power or impact.
Following the termination of the Second Rights Plan, WEF at present acquired the entire widespread shares and warrants of Greenfire (the “Greenfire Securities”) held by Brigade Capital Administration LP and M3-Brigade Sponsor III LP (collectively, “Greenfire Securities”). Brigade”), thus rising WEF’s capital. 56.5% curiosity within the issued and excellent widespread shares of the Firm. Brigade’s widespread shares have been acquired by WEF at a value of US$7.83 per share. Brigade will not be eligible for a board nominee following Brigade’s sale of all of its Greenfire securities to WEF.
Strategic assessment course of
The Firm and the WEF have agreed to proceed the strategic assessment strategy of Greenfire (the “Strategic Overview”), with the help of the WEF till the shareholders’ assembly on Might 6, 2025. The strategic assessment will proceed ‘consider a variety of alternate options with a deal with enhancing worth for all Greenfire shareholders. The strategic assessment will stay below the supervision of the board’s particular committee, which can 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 assessment course of to exchange TD Securities.
About Greenfire
Greenfire is a lower-cost, growth-oriented mid-Athabasca oil sands producer with concentrated Tier 1 property that make the most of steam-assisted gravity drainage extraction strategies. The Firm is operationally centered with an emphasis on an entrepreneurial surroundings and a excessive stage of worker possession. Greenfire’s widespread inventory is listed on the New York Inventory Trade and the Toronto Inventory Trade below the image “GFR”. For extra data, go to greenfireres.com or discover Greenfire on LinkedIn and X.
Contact particulars
Greenfire Assets Ltd.
205, fifth Avenue Southwest
Suite 1900
Calgary (AB) T2P 2V7
traders@greenfireres.com
greenfireres.com
NOTICE ON FORWARD-LOOKING STATEMENTS
This press launch incorporates sure forward-looking statements or forward-looking data throughout 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 reality are forward-looking statements. These forward-looking statements are usually recognized by the phrases “consider”, “undertaking”, “anticipate”. anticipate,” “anticipate,” “estimate,” “intend,” “forecast,” “technique,” “future,” “alternative,” “plan,” “potential,” “might,” “ought to” “, ” will ” “can”, “may”, “would”, “will”, “be”, “embody”, “align”, “proceed”, “will in all probability outcome” and related expressions along with. different forward-looking statements contained on this press launch, this press launch incorporates forward-looking statements concerning, amongst different issues, expectations and assumptions concerning the next issues: the intention of the Particular Committee to proceed to guage a broad vary alternate options with a deal with enhancing worth for all shareholders as a part of the technique assessment; the timing of the conclusion of the strategic assessment; requiring the WEF to vote for Mr. Ebbern on the 2025 annual assembly of shareholders; and Greenfire’s intention to nominate a brand new monetary advisor.
Ahead-looking statements are predictions, projections and different statements about future occasions which can be primarily based on present expectations and assumptions and, due to this fact, are topic to dangers and uncertainties, together with that the method of strategic alternate options will end in a transaction that may enhance shareholder worth; and that nominees proposed for Greenfire’s 2025 annual assembly of shareholders can be prepared or in a position to be appointed to such assembly. You must rigorously take into account all dangers and uncertainties described within the “Threat Elements” part of the Firm’s Annual Report on Type 20-F dated March 26, 2024, obtainable on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sedarplus.ca. .sec.gov/edgar.shtml and in different paperwork filed by Greenfire occasionally on SEDAR+ and with the US Securities and Trade Fee. Ahead-looking statements are statements concerning the future and are inherently unsure. The Firm doesn’t intend, and assumes no obligation, to replace any forward-looking statements, besides as required by relevant regulation. For these causes, securityholders of the Firm shouldn’t place undue reliance on forward-looking statements.
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