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.