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
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