Waterous Energy Fund Agrees to Acquire Shares of Greenfire Resources Ltd.

CALGARY, AB, Sept. 16, 2024 /PRNewswire/ - Waterous Energy Fund Management Corp. (the "WEF Manager"), in its capacity as manager of certain limited partnerships, including, but not limited 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"), announced today that it has agreed to purchase an aggregate of 29,988,854 common shares (the "Purchased Shares") of Greenfire Resources Ltd. ("Greenfire") (TSX and NYSE: GFR) from Allard Services Limited ("Allard"), a corporation controlled by Julian McIntyre, a director of Greenfire, Annapurna Limited ("Annapurna"), a corporation controlled by Venkat Siva, a director of Greenfire, and Modro Holdings LLC ("Modro") pursuant to a private share purchase agreement with each of the sellers (the "Transaction"). The Purchased Shares represent approximately 43.3%¹ of the issued and outstanding common shares of Greenfire. The Purchased Shares will be acquired for cash consideration of CAD$10.93² per Purchased 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.

Immediately prior to the Transaction, WEF did not beneficially own or exercise control over any common shares of Greenfire. Immediately after completion of the Transaction, WEF will own 29,988,854 common shares of Greenfire, representing approximately 43.3% of the issued and outstanding common shares of Greenfire.

WEF is acquiring the Purchased Shares for investment purposes. WEF may, depending on market and other conditions and subject to applicable securities regulation, change their beneficial ownership of the common shares of Greenfire, whether through transactions effected in the open market, by privately negotiated agreements, or otherwise. Any transaction that WEF may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of Greenfire's securities, subsequent developments affecting Greenfire, its business and prospects, other investment and business opportunities available to WEF, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by WEF. 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 Purchased 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 Purchased Shares, including brokerage fees and commissions, is not greater than 115% of the market price of the Purchased 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 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. For further information or to obtain a copy of the early warning report, please contact Waterous Energy Fund's Chief Executive Officer at 403-930-6048 or [email protected].

The head office of Greenfire is located at Suite 1900, 250 – 5th Avenue SW, Calgary, Alberta T2P 2V7. The head office of the WEF Manager and WEF is located at 600, 301 – 8th Avenue SW, Calgary, Alberta T2P 1C5.

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SOURCE Waterous Energy Fund Management Corp.