Greenfire Resources Announces Appointment of Interim Chairman and Adoption of Shareholder Rights Plan in Response to Waterous Energy Fund's Agreement to Acquire Greenfire Shares

Core Viewpoint - Greenfire Resources Ltd. is responding to Waterous Energy Fund's agreement to acquire 43.3% of its common shares by appointing an interim chairman and adopting a shareholder rights plan to protect the interests of all shareholders [3][9][11]. Group 1: Proposed Acquisition - Waterous Energy Fund Management Corp. has entered into agreements to acquire 43.3% of Greenfire's common shares from certain shareholders, including directors of Greenfire [3][4]. - The acquisition is intended to be an exempt take-over bid under the private agreement exemption as per National Instrument 62-104 [3]. - The Board of Directors is reviewing the acquisition details and evaluating options with the help of financial and legal advisors [4]. Group 2: Strategic Alternatives - Greenfire has engaged TD Securities to evaluate strategic alternatives due to its discounted valuation compared to oil sands peers [5]. - The company is updating its reserve report to reflect current development plans, including advanced SAGD technologies and brownfield growth opportunities [5]. - Greenfire believes that the proposed acquisition could harm shareholder interests by affecting the ongoing strategic alternatives process [5]. Group 3: Waterous Energy Fund Profile - Waterous Energy Fund is a Calgary-based value investor and the largest oil and gas private equity manager in Canada, known for acquiring established businesses with quality assets [6]. - The proposed acquisition price represents a 15% premium, the maximum allowable under the exemption, indicating the perceived value of Greenfire's assets [6][7]. Group 4: Board Changes and Rights Plan - Julian McIntyre has been replaced as Chair of the Board by Matthew Perkal due to his involvement in the proposed acquisition [9]. - A special committee of independent directors has been established to oversee the strategic alternatives process and protect shareholder interests [9]. - The Board has adopted a limited-purpose shareholder rights plan to ensure fair treatment of all shareholders and to provide the Board with time to explore value-enhancing alternatives [11][12]. Group 5: Rights Plan Details - The rights plan will issue one right for each common share, becoming exercisable if an acquiring person attempts to acquire 20% or more of the shares without complying with the plan [13][15]. - The rights plan aims to prevent WEF from acquiring more than 20% of the shares without a permitted bid, which is defined as a bid made to all shareholders and open for 105 days [16][15]. - The rights plan is subject to shareholder ratification within six months and requires acceptance from the Toronto Stock Exchange [17].