CALGARY,
AB, Sept. 16, 2024 /CNW/ - Allard Services
Limited ("Allard"), a corporation controlled by Julian McIntyre, a director of Greenfire
Resources Ltd. ("Greenfire") (TSX: GER) (NYSE: GFR),
Annapurna Limited ("Annapurna"), a corporation controlled by
Venkat Siva, a director of
Greenfire, and Modro Holdings LLC ("Modro") today
announced that they have agreed to sell an aggregate of
29,988,854 common shares (the "Shares") to Waterous Energy
Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous
Energy Fund III (International) LP, Waterous Energy Fund III
(Canadian FI) LP and Waterous Energy Fund III (International FI)
LP (collectively, "WEF") pursuant to a private share
purchase agreement between WEF and each of the sellers (the
"Transaction").
Immediately prior to the completion of the Transaction, Allard
will sell 300,000 common shares of Greenfire to Annapurna such that
Annapurna will become the holder of 6,899,406 common shares of
Greenfire (representing approximately 10.0% of the issued and
outstanding common shares of Greenfire) and Allard will reduce its
holdings from 19,871,539 common shares (representing approximately
28.7% of the issued and outstanding common shares of Greenfire) to
19,571,539 common shares (representing approximately 28.3% of the
issued and outstanding common shares of Greenfire). The trade
between Allard and Annapurna is a private transaction that will not
occur through any stock exchange or other securities market and
each of Allard and Annapurna are located outside of Canada. The transaction between Allard and
Annapurna will be completed at the same price per share as the
Transaction.
The Shares represent approximately 43.3%1 of the
issued and outstanding common shares of Greenfire. The Shares
will be sold for cash consideration of CAD$10.932 per Share, representing an
aggregate purchase price of approximately CAD$327,778,174. Completion of the Transaction is
subject to customary closing conditions and receipt of certain
regulatory approvals. Following completion of the Transaction, each
of Allard, Annapurna and Modro will cease to be shareholders
of Greenfire.
The Shares are proposed to be disposed of by each of Allard
and Annapurna for business purposes as a result of investment
considerations including price, market conditions, availability of
funds, evaluation of alternative investments and other
factors. In connection with completion of the Transaction,
each of Julian McIntyre and
Venkat Siva have agreed to resign
from the board of directors of Greenfire.
The Transaction will not occur through any stock exchange or
other securities market, and each of Allard, Annapurna and Modro
are not located, and the offer to acquire securities pursuant to
the Transaction was not made to any party located, in any province
or territory of Canada.
Notwithstanding the foregoing, the Transaction is intended to be
consistent with an exempt take-over bid pursuant to the private
agreement exemption as set out in section 4.2 of National
Instrument 62-104 – Takeover Bids and Issuer Bids ("NI
62-104"). The facts supporting the intended compliance with
such exemption are as follows: (a) the purchase of the Shares is
being made from not more than five persons in the aggregate, all of
which are located outside of Canada; (b) the offer to acquire was not made
generally to holders of the common shares of Greenfire and there
are more than five holders of common shares of Greenfire; and (c)
the value of the consideration paid for the Shares, including
brokerage fees and commissions, is not greater than 115% of the
market price of the Shares at the date of the bid (as determined in
accordance with NI 62-104).
This news release is issued pursuant to National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues. An early warning report will be
electronically filed by Allard and Annapurna with the applicable
securities commission in each jurisdiction where Greenfire is a
reporting issuer and will be available on Greenfire's SEDAR+
profile at www.sedarplus.ca.
The head office of Greenfire is located at Suite 1900, 250 – 5th
Avenue SW, Calgary, Alberta T2P
2V7. The head office of Allard is located at Second Floor, 18-20
North Quay, Douglas, Isle of Man, IM1 4LE. The head office
of Annapurna is located at Second Floor, 18-20 North Quay,
Douglas, Isle of Man, IM1 4LE.
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1 Based on
69,276,410 issued and outstanding common shares as of June 30,
2024, as reported in Greenfire's financial statements for the
three and six months ended June 30, 2024.
2 Based on the USD/CAD daily average exchange rate of
CAD$1.3586 per USD$1.00 as posted by the Bank of Canada on
September 13, 2024.
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SOURCE Allard Services Limited