Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information presents the combination of the financial information of Greenfire Resources Ltd. (“New Greenfire”), Greenfire Resources Inc. (“Greenfire”), and M3-Brigade Acquisition III Corp. (“MBSC”) adjusted to give effect to the Business Combination and related transactions. Defined terms included below have the same meaning as terms defined and included in the registration statement of Greenfire Resources Ltd. on Form F-4 (Registration No.: 333-271381), as filed with the SEC under the Securities Act on April 23, 2023 and amendments thereto on Form F-4/A filed with the SEC on June 16, 2023, July 28, 2023 and July 11, 2023 (as amended, the “Registration Statement/Proxy Statement”).
The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X.
New Greenfire is an Alberta corporation incorporated on December 9, 2022. New Greenfire’s intended business activity is to engage in the exploration, development and operation of oil and gas properties primarily focused in the Athabasca oil sands region of Alberta. To date, New Greenfire has not commenced operations and is expected to commence operations concurrent with the planned Business Combination.
Greenfire is a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada.
MBSC is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving MBSC and one or more target businesses.
The historical financial information of New Greenfire was derived from the unaudited condensed interim consolidated financial statements of New Greenfire as at June 30, 2023, and the audited financial statements of New Greenfire as at December 31, 2022. The historical financial information of Greenfire was derived from the condensed interim consolidated financial statements of Greenfire as at and for the six months ended June 30, 2023, and the audited consolidated financial statements of Greenfire as at and for the year ended December 31, 2022. The historical financial information of MBSC was derived from the unaudited financial statements of MBSC as at and for the six months ended June 30, 2023, and the audited financial statements of MBSC as at and for the year ended December 31, 2022. Such unaudited and audited financial statements are included in the Registration Statement/Proxy Statement. This information should be read together with New Greenfire’s, Greenfire’s and MBSC’s financial statements and related notes, the sections titled “MBSC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Greenfire Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Registration Statement/Proxy Statement.
The unaudited pro forma condensed consolidated financial statements have been prepared based on the New Greenfire historical consolidated financial statements, the Greenfire historical consolidated financial statements, and the MBSC historical financial statements, as adjusted to give effect to the Transactions. The unaudited pro forma condensed consolidated statement of financial position gives pro forma effect to the Transactions as if they had been consummated on June 30, 2023. The unaudited pro forma condensed consolidated statement of profit (loss) and comprehensive profit (loss) for the six months ended June 30, 2023 and for the year ended December 31, 2022 gives effect to the Transactions as if they had occurred on January 1, 2022.
The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated financial information does not necessarily represent the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed consolidated financial information and is subject to change as additional information becomes available and analyses are performed.
Description of the Business Combination
On December 14, 2022, MBSC, Greenfire, New Greenfire, DE Merger Sub and Canadian Merger Sub, entered into a Business Combination Agreement pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire, and (ii) DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire.
The transactions contemplated by the Transactions are structured as follows:
| ● | prior to the effectiveness of the Merger, by way of a Plan of Arrangement under the ABCA, Greenfire will complete a number of corporate steps as described below pursuant to the Plan of Arrangement, whereby (i) the Greenfire Shareholders will receive a number of New Greenfire Common Shares as Share Consideration and a cash payment equal to their pro rata share of the Cash Consideration, in exchange for their Greenfire shares, all as determined in accordance with the Plan of Arrangement, (ii) a portion of the Greenfire Performance Warrants to purchase Greenfire Common Shares issued pursuant to the Greenfire Equity Plan, whether vested or unvested, that are held by each Greenfire Performance Warrantholder will be deemed to be cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, as determined in accordance with the Plan of Arrangement, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants with substantially the same terms as the Greenfire Performance Warrants as adjusted in accordance with the Plan of Arrangement, (iii) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and (iv) Surviving Greenfire will become a wholly-owned subsidiary of New Greenfire; |
| ● | in accordance with the terms of the Greenfire Warrant Agreement, as amended by the Greenfire Supplemental Warrant Agreement: (a) a portion of the Greenfire Bond Warrants held by each holder of Greenfire Bond Warrants will be deemed to be cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to holders of Greenfire Bond Warrants as determined in accordance with the Greenfire Supplemental Warrant Agreement, following which (b) each remaining Greenfire Bond Warrant will be deemed to be exercised for Greenfire Common Shares pursuant to the terms of the Greenfire Warrant Agreement as amended by the Greenfire Supplemental Warrant Agreement, and each former holder of Greenfire Bond Warrants will, following the Amalgamation and in exchange for such Greenfire Common Shares, receive New Greenfire Common Shares as determined in accordance with the Greenfire Supplemental Warrant Agreement; and |
| ● | on the Closing Date following the consummation of the transactions described above, DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire, with the equity holders of MBSC receiving consideration as described in the subsection entitled “The Business Combination — Disposition of Securities” of the Registration Statement/Proxy Statement. |
Prior to the Merger Effective Time on the Closing Date, the following transactions will occur pursuant to the Plan of Arrangement:
| ● | The Shareholders Agreement among Greenfire and certain Greenfire Shareholders, dated August 5, 2021, will be terminated. |
| ● | Greenfire Shareholders exercising dissent rights pursuant to the Plan of Arrangement will have their Greenfire Common Shares cancelled, and such Greenfire Shareholders will cease to have any rights as Greenfire Shareholders other than the right to be paid fair value for such Greenfire Common Shares as set forth in the Plan of Arrangement. |
| ● | The Greenfire Founders will: (i) receive a dividend equal to the pro rata share of the Cash Consideration payable to Greenfire Founders; (ii) have their Greenfire Common Shares consolidated, and (iii) thereafter receive New Greenfire Common Shares, in exchange for their Greenfire Common Shares, all as determined in accordance with the Plan of Arrangement. |
2
| ● | The Greenfire Employee Shareholders will: (i) through a series of transactions, receive a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to Greenfire Employee Shareholders in consideration for a portion of the Greenfire Common Shares held by such Greenfire Employee Shareholders; and (ii) receive New Greenfire Common Shares, in exchange for their Greenfire Common Shares, all as determined in accordance with the Plan of Arrangement. |
| ● | The Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants, in exchange for their Greenfire Common Shares, all as determined in accordance with the Plan of Arrangement. |
| ● | Greenfire and Canadian Merger Sub will complete the Amalgamation to form one corporate entity with the same effect as if they had amalgamated under the ABCA except that the separate legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation. |
| ● | Upon the Amalgamation, the Greenfire Equity Plan will be deemed to be amended and restated by the New Greenfire Performance Warrant Plan. |
| ● | 5,000,000 New Greenfire Warrants, with an expiration date that is five years from the Closing of the Business Combination, will be issued to the pre-Merger holders of New Greenfire Common Shares and New Greenfire Performance Warrants in each case in the numbers determined in accordance with the Plan of Arrangement. |
| ● | The directors of New Greenfire immediately prior to the Merger Effective Time will resign and be replaced by a slate of directors to be determined prior to the Merger Effective Time, each to hold office until their respective term expires in accordance with the articles of incorporation of New Greenfire, or until their successors are elected or appointed. |
Immediately prior to the Merger, the following will occur:
| ● | If the amount of the New Greenfire Debt Financing issued at the Closing exceeds $25,000,000, then 750,000 MBSC Class B Common Shares held by the MBSC Sponsor, will be forfeited and cancelled for no consideration; |
| ● | 2,500,000 MBSC Class B Common Shares held by the MBSC Sponsor will be forfeited and cancelled for no consideration (the bullet above and this bullet, together, the “MBSC Sponsor Class B Share Forfeitures”); and |
| ● | 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor will be forfeited and cancelled for no consideration (the “MBSC Sponsor Warrant Forfeiture”). |
To the extent any units of MBSC issued in the MBSC IPO (“MBSC Units”) remain outstanding and unseparated, immediately prior to the Merger Effective Time, the MBSC Class A Common Shares and MBSC Public Warrants comprising each such issued and outstanding MBSC Unit immediately prior to the Merger Effective Time will be automatically separated (the “Unit Separation”) and the holder of each MBSC Unit will be deemed to hold one MBSC Class A Common Share and one-third (1/3) of one MBSC Public Warrant.
In addition, immediately prior to the Merger Effective Time, but subsequent to the Unit Separation, MBSC will redeem all of the MBSC Public Warrants at $0.50 per MBSC Public Warrant (the “MBSC Public Warrant Redemption”).
3
At the Merger Effective Time, by virtue of the Merger and without any further action on the part of the parties or any other person, the following will occur:
| ● | each issued and outstanding MBSC Class A Common Share, other than any Excluded MBSC Class A Common Shares and after giving effect to the MBSC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for MBSC Class A Common Shares, if any, pursuant to the Subscription Agreements, will be automatically converted into and exchanged for the right to receive (i) if an amount in cash less than or equal to $100,000,000 is remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption, one New Greenfire Common Share and (ii) if an amount in cash greater than $100,000,000 is remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption, (A) a fraction of a New Greenfire Common Share equal to $100,000,000 divided by the amount in the Trust Account after giving effect to the MBSC Stockholder Redemption, and (B) an amount in cash equal to the quotient of (I) the amount in the Trust Account after giving effect to the MBSC Stockholder Redemption that exceeds $100,000,000 minus the MBSC Extension Amount at the Merger Effective Time divided by (II) the number of MBSC Class A Common Shares (other than any Excluded MBSC Class A Common Shares and after giving effect to the MBSC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for MBSC Class A Common Shares, if any, pursuant to the Subscription Agreements); |
| ● | each issued and outstanding MBSC Class B Common Share (after giving effect to the MBSC Sponsor Class B Share Forfeitures and any other transfers of MBSC Class B Common Shares in connection with the Closing) will be automatically converted into and exchanged for the right to receive (i) one New Greenfire Common Share and (ii) an amount in cash equal to the quotient of (A) the MBSC Working Capital plus the MBSC Extension Amount at the Merger Effective Time divided by (B) the number of MBSC Class B Common Shares outstanding at the Closing; |
| ● | each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one New Greenfire Warrant on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement; |
| ● | each share of common stock, par value $0.01 per share, of DE Merger Sub that is issued and outstanding immediately prior to the Merger Effective Time will convert automatically into one share of common stock, par value $0.01 per share, of Surviving MBSC; and |
| ● | each Excluded MBSC Class A Common Share will be cancelled for no consideration. |
For more information on the disposition of securities, including of MBSC, in connection with the Business Combination see the subsection “The Business Combination — Disposition of Securities” in the Registration Statement/Proxy Statement.
Anticipated Accounting Treatment
Given the substance of the transaction, the Business Combination will be accounted for as a share-based payment transaction within the scope of IFRS 2 Share-based Payment (“IFRS 2”) as it relates to instruments issued to acquire the stock exchange listing service received and other assets acquired and liabilities assumed, and under IAS 32 — Financial Instruments: Presentations (“IAS 32”) as it relates to instruments issued in exchange of MBSC Private Placement Warrants. Greenfire will be treated as the “acquirer” and MBSC will be treated as the “acquiree” for financial reporting purposes given that Greenfire’s operations will comprise the operations of New Greenfire, Greenfire’s executive management will be the executive management of New Greenfire, Greenfire’s director nominees will hold the majority of director seats of New Greenfire, and Greenfire’s existing shareholders will be the largest shareholder group of New Greenfire.
As part of the Business Combination, there are a portion of the MBSC Private Placement Warrants that are not forfeited which will be assumed by New Greenfire as part of the Business Combination. As New Greenfire Public Warrants are issued as replacement of the MBSC Private Placement Warrants assumed, the exchange of warrants is accounted for under IAS 32, as the New Greenfire Public Warrants were not issued to acquire goods or services and are not in the scope of IFRS 2. Based on the information currently available, it is expected the fair value of MBSC Private Placement Warrants will have similar fair value as those of New Greenfire Public Warrants as of the Closing, no material impact into profit or loss is expected.
4
The remaining instruments issued as part of the Business Combination (i.e., common shares issued by New Greenfire) are accounted for in accordance with IFRS 2. IFRS 2 requires that the difference in the fair value of the instruments issued as consideration for the acquisition of MBSC (i.e., common shares issued by New Greenfire) over the fair value of the remaining identifiable net assets of MBSC (i.e., those identifiable net assets not accounted for pursuant to IAS 32) will represent a service for the listing of New Greenfire and be recognized as a listing expense. The fair value of the instruments issued as consideration for the acquisition of MBSC was determined using the price referenced in the Transaction Financing of $10.10 per share.
Basis of Pro Forma Presentation
New Greenfire reports its historical financial information in Canadian Dollars (“CAD$”), Greenfire reports its historical financial information in CAD$ and MBSC reports its historical financial information in U.S. Dollars (“US$”). For purposes of this presentation, all US$ statement of financial position amounts have been translated into CAD$ using an exchange rate of US$1.00 to CAD$1.32. All US$ statement of profit (loss) and comprehensive profit (loss) amounts have been translated into CAD$ using an average exchange rate of US$1.00 to CAD$1.35 for the six months ended June 30, 2023 and US$1.00 to CAD$1.30 for the year ended December 31, 2022. All amounts reported within this pro forma financial information are CAD$ unless otherwise noted as US$.
The unaudited pro forma condensed consolidated financial information has been prepared using the assumptions below with respect to the potential redemption into cash of MBSC Common Shares:
| ● | Assuming No Redemptions: This scenario assumes that no MBSC Public Stockholders exercise redemption rights with respect to the MBSC Common Shares received in exchange for its MBSC Public Shares for a pro rata share of the funds in the Trust Account. |
| ● | Assuming Maximum Redemptions: This scenario assumes that 30,000,000 MBSC Class A Common Shares subject to redemption are redeemed for an aggregate redemption payment of approximately CAD$412.5 million (US$311.5 million) based on an estimated per share redemption price of approximately CAD$13.37 (US$10.10) that was calculated using the US$312 million of cash in the Trust Account divided by 30,000,000 MBSC Public Shares subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Business Combination Agreement. |
The following summarizes the pro forma ownership of New Greenfire Common Shares following the Business Combination under the no redemption, 50% redemption and maximum redemption scenarios (basic):
| Assuming No Redemptions | % | Assuming 50% Redemptions | % | Assuming Maximum Redemptions | % | |||||||||||||||||||
| Shares held by current MBSC Public Stockholders | 9,900,990 | 13 | % | 9,900,990 | 13 | % | — | — | % | |||||||||||||||
| Shares held by the MBSC Sponsor(1) | 5,000,000 | 7 | % | 5,000,000 | 7 | % | 4,250,000 | 6 | % | |||||||||||||||
| Shares held by current Greenfire Shareholders | 43,298,722 | 59 | % | 43,298,722 | 59 | % | 43,819,751 | 64 | % | |||||||||||||||
| Shares held by current holders of Greenfire Bond Warrants | 15,579,591 | 21 | % | 15,579,591 | 21 | % | 15,767,066 | 23 | % | |||||||||||||||
| Shares held by PIPE Investors(2) | — | — | % | — | — | % | 4,950,496 | 7 | % | |||||||||||||||
| Total New Greenfire Common Shares, basic | 73,779,303 | 100.0 | % | 73,779,303 | 100.0 | % | 68,787,313 | 100 | % | |||||||||||||||
Ownership is shown on a non-dilutive basis.
| (1) | An additional 750,000 MBSC Class B Common Shares will be forfeited and cancelled for no consideration if New Greenfire Debt Financing at the Closing exceeds US$25 million. |
| (2) | Maximum redemption scenario contemplates PIPE Investment of US$50 million to purchase 4,950,496 MBSC Class A Common Shares, which will be converted into New Greenfire Common Shares on a 1:1 basis on the Closing Date. |
5
The following summarizes the pro forma ownership of New Greenfire Common Shares following the Business Combination under the no redemption, 50% redemption and maximum redemption scenarios (on a fully diluted basis, please see the subsection of the Registration Statement/Proxy Statement entitled “The Business Combination — Total New Greenfire Common Shares to Be Issued in the Business Combination” and the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information):
| Assuming No Redemptions | % | Assuming 50% Redemptions | % | Assuming Maximum Redemptions | % | |||||||||||||||||||
| Shares held by current MBSC Public Stockholders | 9,900,990 | 11 | % | 9,900,990 | 11 | % | — | — | % | |||||||||||||||
| Shares held by the MBSC Sponsor, fully diluted(1) | 7,526,667 | 9 | % | 7,526,667 | 9 | % | 6,776,667 | 8 | % | |||||||||||||||
| Shares held by current Greenfire Shareholders and holders of Greenfire Performance Warrants, fully diluted(2)(3) | 50,497,143 | 60 | % | 50,497,143 | 60 | % | 51,059,667 | 61 | % | |||||||||||||||
| Shares held by current holders of Greenfire Bond Warrants, fully diluted(4) | 16,829,591 | 20 | % | 16,829,591 | 20 | % | 17,017,066 | 20 | % | |||||||||||||||
| Shares held by PIPE Investors(5) | — | — | % | — | — | % | 8,796,650 | 11 | % | |||||||||||||||
| Total New Greenfire Common Shares, fully diluted | 84,754,391 | 100.0 | % | 84,754,391 | 100.0 | % | 83,650,050 | 100.0 | % | |||||||||||||||
| (1) | As of June 30, 2023, 2022, MBSC had outstanding MBSC Private Placement Warrants of 7,526,667. Immediately prior to the Merger, 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor and 1,740,000 MBSC Private Placement Warrants held by Cantor will be forfeited and cancelled for no consideration. The remaining 2,526,667 MBSC Private Placement Warrants will be converted into New Greenfire Warrants on a 1:1 basis, which have been included in the fully diluted New Greenfire Common Shares. |
| (2) | On the Closing Date, 3,750,000 New Greenfire Warrants, including 2,910,123 New Greenfire Warrants to be held by Greenfire Founders and 839,877 New Greenfire Warrants to be held by Greenfire employees, have been included in the fully diluted New Greenfire Common Shares. |
| (3) | On the Closing Date, the Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants. New Greenfire Performance Warrants of (i) 3,448,421 under the no redemption and 50% redemption scenarios and (ii) 3,489,916 under the maximum redemption scenario, respectively, have been included in the fully diluted New Greenfire Common Shares. |
| (4) | On the Closing Date, 1,250,000 New Greenfire Warrants will be issued to the current holders Greenfire Bond Warrants, which have been included in the fully diluted New Greenfire Common Shares. |
| (5) | Maximum redemption includes New Greenfire Debt Financing of US$50,000,000 aggregate principal amount of Convertible Notes, which may be converted into New Greenfire Common Shares at US$13 per share, equivalent to 3,846,154 New Greenfire Common Shares. |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2023
(in thousands, except share and per share amounts)
| GRL (IFRS, Historical), CAD | Greenfire (IFRS, Historical), CAD | MBSC (U.S. GAAP, Historical), USD | IFRS Conversion and Presentation Alignment, USD (Note 2) | MBSC as-adjusted (IFRS Conversion), USD | MBSC as-adjusted (IFRS Conversion), CAD | Transaction Accounting Adjustments, CAD (Note 3) | Combined Pro Forma (Assuming No Redemption), CAD | Additional Pro Forma Transaction Adjustments (Assuming Max Redemption), CAD (Note 3) | Combined Pro Forma (Assuming Max Redemption), CAD | ||||||||||||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||||||||||||
| Current | |||||||||||||||||||||||||||||||||||||||||||
| Cash and equivalents | - | 36,882 | 498 | - | 498 | 659 | 414,350 | A | 30,796 | 132,400 | Q | 30,796 | |||||||||||||||||||||||||||||||
| (281,951 | ) | B | |||||||||||||||||||||||||||||||||||||||||
| (33,198 | ) | C | (132,400 | ) | R | ||||||||||||||||||||||||||||||||||||||
| (6,620 | ) | I | - | ||||||||||||||||||||||||||||||||||||||||
| (99,300 | ) | J | - | ||||||||||||||||||||||||||||||||||||||||
| (26 | ) | L | - | ||||||||||||||||||||||||||||||||||||||||
| Restricted cash | - | 47,363 | - | - | - | - | 47,363 | - | 47,363 | ||||||||||||||||||||||||||||||||||
| Accounts receivable | - | 36,511 | - | - | - | 2,573 | N | 39,084 | - | 39,084 | |||||||||||||||||||||||||||||||||
| Inventories | - | 10,714 | - | - | - | - | - | 10,714 | - | 10,714 | |||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | - | 3,072 | 18 | - | 18 | 24 | - | 3,096 | - | 3,096 | |||||||||||||||||||||||||||||||||
| Prepaid insurance | - | - | 160 | - | 160 | 212 | - | 212 | - | 212 | |||||||||||||||||||||||||||||||||
| Prepaid income taxes | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Total Current | - | 134,542 | 676 | - | 676 | 895 | (4,172 | ) | 131,265 | - | 131,265 | ||||||||||||||||||||||||||||||||
| Non-Current | |||||||||||||||||||||||||||||||||||||||||||
| Property, plant and equipment | - | 930,280 | - | - | - | 930,280 | - | 930,280 | |||||||||||||||||||||||||||||||||||
| Prepaid expenses and Deposits - long term portion | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Investments and marketable securities held in trust | - | - | 312,953 | - | 312,953 | 414,350 | (414,350 | ) | A | - | - | - | |||||||||||||||||||||||||||||||
| Deferred income taxes | - | 88,199 | - | - | - | - | 88,199 | - | 88,199 | ||||||||||||||||||||||||||||||||||
| Total non-current | - | 1,018,479 | 312,953 | - | 312,953 | 414,350 | (414,350 | ) | 1,018,479 | - | 1,018,479 | ||||||||||||||||||||||||||||||||
| TOTAL ASSETS | - | 1,153,021 | 313,629 | - | 313,629 | 415,245 | (418,522 | ) | 1,149,744 | - | 1,149,744 | ||||||||||||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||||||||||||||||||||||
| Current | |||||||||||||||||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | - | 39,843 | 2,487 | - | 2,487 | 3,293 | (3,104 | ) | C | 40,032 | - | 40,032 | |||||||||||||||||||||||||||||||
| Current portion of long-term debt | - | 61,156 | - | - | - | - | - | 61,156 | - | 61,156 | |||||||||||||||||||||||||||||||||
| Current portion of lease liabilities | 186 | - | - | - | - | - | 186 | - | 186 | ||||||||||||||||||||||||||||||||||
| Due to related parties | - | - | 21 | - | 21 | 28 | (26 | ) | L | 2 | - | 2 | |||||||||||||||||||||||||||||||
| Risk management contracts | - | 10,847 | - | - | - | - | - | 10,847 | - | 10,847 | |||||||||||||||||||||||||||||||||
| Income taxes payable | - | 1,355 | 1,355 | 1,794 | - | 1,794 | - | 1,794 | |||||||||||||||||||||||||||||||||||
| Total current | - | 112,032 | 3,863 | - | 3,863 | 5,115 | (3,130 | ) | 114,017 | - | 114,017 | ||||||||||||||||||||||||||||||||
| Non-Current | |||||||||||||||||||||||||||||||||||||||||||
| Long-term debt | - | 185,649 | - | - | - | - | - | 185,649 | - | 185,649 | |||||||||||||||||||||||||||||||||
| Lease liabilities | 1,259 | - | - | - | - | - | 1,259 | - | 1,259 | ||||||||||||||||||||||||||||||||||
| Risk management contracts | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Decommissioning liabilities | - | 7,983 | - | - | - | - | - | 7,983 | - | 7,983 | |||||||||||||||||||||||||||||||||
| Deferred underwriting fees | - | - | 14,280 | - | 14,280 | 18,907 | (18,907 | ) | C | - | - | - | |||||||||||||||||||||||||||||||
| MBSC Class A Common shares subject to possible redemption | - | - | - | 311,540 | aa | 311,540 | 412,480 | (412,480 | ) | B | - | - | - | ||||||||||||||||||||||||||||||
| Warrants liabilities | - | - | - | 8,176 | bb | 19,466 | 25,773 | (4,205 | ) | E | 37,324 | - | 37,324 | ||||||||||||||||||||||||||||||
| 11,290 | gg | - | (6,620 | ) | I | ||||||||||||||||||||||||||||||||||||||
| - | (9,930 | ) | H | - | |||||||||||||||||||||||||||||||||||||||
| - | 32,306 | O | |||||||||||||||||||||||||||||||||||||||||
| Subscription purchase agreement liability | 1,924 | - | 1,924 | 2,546 | (2,546 | ) | P | - | - | - | |||||||||||||||||||||||||||||||||
| Convertible debt liabilities | - | - | - | - | - | - | - | - | 66,200 | Q | 66,200 | ||||||||||||||||||||||||||||||||
| Total Non-current liabilities | - | 194,891 | 16,204 | 331,006 | 347,210 | 459,706 | (422,382 | ) | 232,215 | 66,200 | 298,415 | ||||||||||||||||||||||||||||||||
| Total liabilities | - | 306,923 | 20,067 | 331,006 | 351,073 | 464,821 | (425,512 | ) | 346,232 | 66,200 | 412,432 | ||||||||||||||||||||||||||||||||
| COMMITMENTS | |||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 30,000,000 issued and outstanding; | - | - | 311,540 | (311,540 | ) | aa | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| EQUITY | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Share capital - GRL | - | - | - | - | - | - | 130,562 | B | 218,829 | 66,200 | Q | 142,600 | |||||||||||||||||||||||||||||||
| - | - | 92,537 | F | (132,400 | ) | R | |||||||||||||||||||||||||||||||||||||
| - | - | 15 | G | (10,029 | ) | S | |||||||||||||||||||||||||||||||||||||
| - | - | (49,609 | ) | K | |||||||||||||||||||||||||||||||||||||||
| - | - | 45,324 | M | ||||||||||||||||||||||||||||||||||||||||
| Share capital - Greenfire | 15 | - | - | - | (15 | ) | G | - | - | ||||||||||||||||||||||||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Class A Common Stock, $0.0001 par value; 500,000,000 shares authorized (excluding 30,000,000 Shares subject to possible redemption) | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Class B Common Stock. $0.0001 par value, 50,000,000 shares authorized; 7,500,000 issued and outstanding | - | - | 1 | 24 | cc | 25 | 33 | (33 | ) | B | - | - | - | ||||||||||||||||||||||||||||||
| Contributed surplus | - | 45,324 | - | - | - | 7,766 | D | 7,766 | 7,766 | ||||||||||||||||||||||||||||||||||
| - | - | (45,324 | ) | M | |||||||||||||||||||||||||||||||||||||||
| Additional paid in capital | - | - | - | (8,176 | ) | bb | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| (24 | ) | cc | - | ||||||||||||||||||||||||||||||||||||||||
| 542 | dd | - | |||||||||||||||||||||||||||||||||||||||||
| 18,948 | ee | - | |||||||||||||||||||||||||||||||||||||||||
| (11,290 | ) | gg | - | ||||||||||||||||||||||||||||||||||||||||
| Retained earnings (deficit) | - | 800,759 | (17,979 | ) | (542 | ) | dd | (37,469 | ) | (49,609 | ) | (11,188 | ) | C | 576,917 | 10,029 | S | 586,946 | |||||||||||||||||||||||||
| (20,092 | ) | ee | - | (7,766 | ) | D | |||||||||||||||||||||||||||||||||||||
| (8,176 | ) | ee | 4,205 | E | |||||||||||||||||||||||||||||||||||||||
| 9,320 | ee | (92,537 | ) | F | |||||||||||||||||||||||||||||||||||||||
| 3,000 | ff | - | 9,930 | H | |||||||||||||||||||||||||||||||||||||||
| (3,000 | ) | ff | - | (99,300 | ) | J | |||||||||||||||||||||||||||||||||||||
| 3,188 | ff | - | 49,610 | K | |||||||||||||||||||||||||||||||||||||||
| (3,188 | ) | ff | - | 2,573 | N | ||||||||||||||||||||||||||||||||||||||
| 5,352 | ff | - | (32,307 | ) | O | ||||||||||||||||||||||||||||||||||||||
| (5,352 | ) | ff | - | 2,547 | P | ||||||||||||||||||||||||||||||||||||||
| TOTAL EQUITY | - | 846,098 | (17,978 | ) | (19,466 | ) | (37,444 | ) | (49,576 | ) | 6,990 | 803,512 | (66,200 | ) | 737,312 | ||||||||||||||||||||||||||||
| TOTAL LIABILITIES AND EQUITY | - | 1,153,021 | 313,629 | - | 313,629 | 415,245 | (418,522 | ) | 1,149,744 | - | 1,149,744 | ||||||||||||||||||||||||||||||||
7
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF PROFIT (LOSS) AND COMPREHENSIVE PROFIT (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(in thousands, except share and per share amounts)
| GRL (IFRS, Historical), CAD | Greenfire (IFRS, Historical), CAD | MBSC (U.S. GAAP, Historical), USD | IFRS Conversion and Presentation Alignment, USD (Note 2) | MBSC as-adjusted (IFRS, Conversion), USD | MBSC as-adjusted (IFRS Conversion), CAD | Transaction Accounting Adjustments, CAD (Note 3) | Combined Pro Forma (Assuming No Redemption), CAD | Additional Pro Forma Transaction Adjustments (Assuming Max Redemption), CAD (Note 3) | Combined Pro Forma (Assuming Max Redemption), CAD | |||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||
| Oil sales | - | 353,273 | - | - | - | - | - | 353,273 | - | 353,273 | ||||||||||||||||||||||||||||||
| Royalties | - | (10,295 | ) | - | - | - | - | - | (10,295 | ) | - | (10,295 | ) | |||||||||||||||||||||||||||
| - | 342,978 | - | - | - | - | - | 342,978 | - | 342,978 | |||||||||||||||||||||||||||||||
| Realized loss on risk management contracts | - | (6,957 | ) | - | - | - | - | - | (6,957 | ) | - | (6,957 | ) | |||||||||||||||||||||||||||
| Initial loss on subscription purchase agreement liability | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Unrealized loss on risk management contracts | - | 16,157 | - | - | - | - | - | 16,157 | - | 16,157 | ||||||||||||||||||||||||||||||
| Unrealized gain on marketable securities held in Trust Account | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Change in fair value of forward purchase agreement liability | - | 339 | - | 339 | 457 | - | 457 | - | 457 | |||||||||||||||||||||||||||||||
| Change in fair value of subscription purchase agreement liability | - | (599 | ) | - | (599 | ) | (807 | ) | - | (807 | ) | - | (807 | ) | ||||||||||||||||||||||||||
| - | 352,178 | (260 | ) | - | (260 | ) | (350 | ) | - | 351,828 | - | 351,828 | ||||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||||||||||
| Diluent expense | - | 175,883 | - | - | - | - | - | 175,883 | - | 175,883 | ||||||||||||||||||||||||||||||
| Transportation and marketing | - | 29,600 | - | - | - | - | - | 29,600 | - | 29,600 | ||||||||||||||||||||||||||||||
| Operating expenses | - | 75,439 | - | - | - | - | - | 75,439 | - | 75,439 | ||||||||||||||||||||||||||||||
| General and administrative | - | 5,483 | - | - | - | - | - | 5,483 | - | 5,483 | ||||||||||||||||||||||||||||||
| Transaction costs | - | 4,241 | - | 917 | i | 917 | 1,236 | (4,363 | ) | Bb | 1,114 | - | 1,114 | |||||||||||||||||||||||||||
| - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Financing and interest | - | 20,714 | - | - | - | - | - | 20,714 | 3,032 | Ee | 23,746 | |||||||||||||||||||||||||||||
| Depletion and depreciation | - | 38,035 | - | - | - | - | - | 38,035 | - | 38,035 | ||||||||||||||||||||||||||||||
| Exploration and other expenses | - | 2,819 | - | - | - | - | - | 2,819 | - | 2,819 | ||||||||||||||||||||||||||||||
| Other income and expenses | - | (666 | ) | - | 5,352 | ff | 5,352 | 7,213 | - | 6,547 | - | 6,547 | ||||||||||||||||||||||||||||
| Gain on acquisitions | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Foreign Exchange gain | - | (6,529 | ) | - | - | (127 | )1 | - | (6,656 | ) | - | (6,656 | ) | |||||||||||||||||||||||||||
| Operating and formation costs | - | 917 | (917 | ) | i | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Gain on marketable securities (net), dividends and interest on cash and marketable securities held in Trust Account | - | (6,916 | ) | - | (6,916 | ) | (9,321 | ) | 9,321 | Aa | - | - | - | |||||||||||||||||||||||||||
| - | 345,019 | (5,999 | ) | 5,352 | (647 | ) | (999 | ) | 4,958 | 348,978 | 3,032 | 352,010 | ||||||||||||||||||||||||||||
| Net Income (loss) and comprehensive income (loss) before tax | - | 7,159 | 5,739 | (5,352 | ) | 387 | 649 | (4,958 | ) | 2,850 | (3,032 | ) | (182 | ) | ||||||||||||||||||||||||||
| Income tax (provision) recovery | 518 | (1,431 | ) | - | (1,431 | ) | (1,929 | ) | (1,004 | ) | Cc | (486 | ) | 697 | Ff | 211 | ||||||||||||||||||||||||
| 1,929 | Dd | |||||||||||||||||||||||||||||||||||||||
| Net Income (loss) and comprehensive income (loss) before tax | - | 7,677 | 4,308 | (5,352 | ) | (1,044 | ) | (1,280 | ) | (4,033 | ) | 2,364 | (2,335 | ) | 29 | |||||||||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||||||||||||||||
| Basic | - | 0.86 | ||||||||||||||||||||||||||||||||||||||
| Diluted | - | 0.60 | ||||||||||||||||||||||||||||||||||||||
| Class A common stock subject to possible redemption | ||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding, Class A Common shares | 30,000,000 | |||||||||||||||||||||||||||||||||||||||
| Basic and diluted net loss per share, Class A common Shares | 0.15 | |||||||||||||||||||||||||||||||||||||||
| Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding, Class B Common shares | 7,500,000 | |||||||||||||||||||||||||||||||||||||||
| Basic and diluted net loss per share, Class B common Shares | (0.03 | ) | ||||||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding—basic and diluted | 73,779,303 | 68,787,313 | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) per share - Basic and Diluted | 0.03 | 0.00 | ||||||||||||||||||||||||||||||||||||||
| [1] | Foreign exchange impact of CAD$0.1 million for the period ended June 30, 2023 |
8
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF PROFIT (LOSS) AND COMPREHENSIVE PROFIT (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2022
(in thousands, except share and per share amounts)
| GRL (IFRS, Historical), CAD | Greenfire (IFRS, Historical), CAD | MBSC (U.S. GAAP, Historical), USD | IFRS Conversion and Presentation Alignment, USD (Note 2) | MBSC as-adjusted (IFRS, Conversion), USD | MBSC as-adjusted (IFRS Conversion), CAD | Transaction | Combined Pro Forma (Assuming No Redemption), CAD | Additional (Note 4) | Combined Pro Forma (Assuming Max Redemption), CAD | |||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||
| Oil sales | - | 998,849 | - | - | - | - | - | 998,849 | - | 998,849 | ||||||||||||||||||||||||||||||||
| Royalties | - | (50,064 | ) | - | - | - | - | - | (50,064 | ) | - | (50,064 | ) | |||||||||||||||||||||||||||||
| - | 948,785 | - | - | - | - | - | 948,785 | - | 948,785 | |||||||||||||||||||||||||||||||||
| Realized loss on risk management contracts | - | (122,408 | ) | - | - | - | - | - | (122,408 | ) | - | (122,408 | ) | |||||||||||||||||||||||||||||
| Initial loss on subscription purchase agreement liability | - | - | (1,225 | ) | - | (1,225 | ) | (1,595 | ) | - | (1,595 | ) | - | (1,595 | ) | |||||||||||||||||||||||||||
| Unrealized loss on risk management contracts | - | 930 | - | - | - | - | - | 930 | - | 930 | ||||||||||||||||||||||||||||||||
| Unrealized gain on marketable securities held in Trust Account | - | 561 | - | 561 | 730 | (730 | ) | AA | - | - | - | |||||||||||||||||||||||||||||||
| Change in fair value of forward purchase agreement liability | - | (339 | ) | - | (339 | ) | (441 | ) | - | (441 | ) | - | (441 | ) | ||||||||||||||||||||||||||||
| Change in fair value of subscription purchase agreement liability | - | (101 | ) | - | (101 | ) | (131 | ) | - | (131 | ) | - | (131 | ) | ||||||||||||||||||||||||||||
| - | 827,307 | (1,104 | ) | - | (1,104 | ) | (1,437 | ) | (730 | ) | 825,140 | - | 825,140 | |||||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||||||||||||
| Diluent expense | - | 368,015 | - | - | - | - | - | 368,015 | - | 368,015 | ||||||||||||||||||||||||||||||||
| Transportation and marketing | - | 67,842 | - | - | - | - | - | 67,842 | - | 67,842 | ||||||||||||||||||||||||||||||||
| Operating expenses | - | 160,826 | - | - | - | - | - | 160,826 | - | 160,826 | ||||||||||||||||||||||||||||||||
| General and administrative | - | 11,019 | - | - | - | - | 7,766 | DD | 18,785 | - | 18,785 | |||||||||||||||||||||||||||||||
| Transaction costs | - | - | - | 2,792 | i | 2,792 | 3,635 | 15,216 | BB | 111,388 | (10,259 | ) | GG | 101,129 | ||||||||||||||||||||||||||||
| - | - | - | 92,537 | CC | - | - | ||||||||||||||||||||||||||||||||||||
| Financing and interest | - | 77,074 | - | - | - | - | - | 77,074 | 5,859 | HH | 82,933 | |||||||||||||||||||||||||||||||
| Depletion and depreciation | - | 68,027 | - | - | - | - | - | 68,027 | - | 68,027 | ||||||||||||||||||||||||||||||||
| Exploration and other expenses | - | 1,825 | - | - | - | - | - | 1,825 | - | 1,825 | ||||||||||||||||||||||||||||||||
| Acquisition transaction costs | 2,769 | - | - | - | - | - | 2,769 | - | 2,769 | |||||||||||||||||||||||||||||||||
| Other income and expenses | - | (206 | ) | - | 3,188 | ff | 3,188 | 4,151 | - | 3,945 | - | 3,945 | ||||||||||||||||||||||||||||||
| Gain on acquisitions | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Foreign Exchange loss | - | 26,099 | - | - | 169 | [1] | - | 26,268 | - | 26,268 | ||||||||||||||||||||||||||||||||
| Operating and formation costs | - | 2,792 | (2,792) | i | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Interest earned on marketable securities held in Trust Account | - | (3,827 | ) | - | (3,827 | ) | (4,982 | ) | 4,982 | AA | - | - | - | |||||||||||||||||||||||||||||
| Dividend on cash and marketable securities held in Trust Account | - | - | (100 | ) | - | (100 | ) | (130 | ) | 130 | AA | - | - | - | ||||||||||||||||||||||||||||
| - | 783,290 | (1,135 | ) | 3,188 | 2,053 | 2,843 | 120,631 | 906,764 | (4,400 | ) | 902,364 | |||||||||||||||||||||||||||||||
| Net Income (loss) and comprehensive income (loss) before tax | - | 44,017 | 31 | (3,188 | ) | (3,157 | ) | (4,280 | ) | (121,361 | ) | (81,624 | ) | 4,400 | (77,224 | ) | ||||||||||||||||||||||||||
| Income tax (provision) recovery | 87,681 | (901 | ) | - | (901 | ) | (1,173 | ) | 3,500 | EE | 91,181 | 1,347 | II | 92,528 | ||||||||||||||||||||||||||||
| 1,173 | FF | |||||||||||||||||||||||||||||||||||||||||
| Net Income (loss) and comprehensive income (loss) before tax | - | 131,698 | (870 | ) | (3,188 | ) | (4,058 | ) | (5,453 | ) | (116,688 | ) | 9,557 | 5,747 | 15,304 | |||||||||||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||||||||||||||||||
| Basic | - | 14.71 | ||||||||||||||||||||||||||||||||||||||||
| Diluted | - | 10.29 | ||||||||||||||||||||||||||||||||||||||||
| Class A common stock subject to possible redemption | ||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding, Class A Common shares | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||
| Basic and diluted net loss per share, Class A common Shares | (0.00 | ) | ||||||||||||||||||||||||||||||||||||||||
| Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding, Class B Common shares | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||
| Basic and diluted net loss per share, Class B common Shares | (0.11 | ) | ||||||||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding—basic and diluted | 73,779,303 | 68,787,313 | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) per share - Basic and Diluted | 0.13 | 0.22 | ||||||||||||||||||||||||||||||||||||||||
| [1] | Foreign exchange impact of CAD$0.2 million for the year ended December 31, 2022 |
9
Note 1. Basis of Presentation
The historical financial statements of New Greenfire have been prepared in accordance with IFRS and in its presentation and reporting currency of Canadian Dollars (CAD$). The historical consolidated financial statements of Greenfire have been prepared in accordance with IFRS and in its presentation and reporting currency of CAD$. The historical financial statements of MBSC have been prepared in accordance with U.S. GAAP in its presentation and reporting currency of US$.
The Business Combination will be accounted for as a share-based payment transaction, with no goodwill or other intangible assets recorded. Under this method of accounting, MBSC will be treated as the “accounting acquiree” and Greenfire as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Greenfire issuing shares for the net assets of MBSC, followed by a recapitalization by New Greenfire. The net assets of Greenfire will be stated at historical cost.
The unaudited pro forma condensed consolidated statement of financial position as at June 30, 2023 gives effect to the Business Combination and related transactions as if they occurred on June 30, 2023. The unaudited pro forma condensed consolidated statements of profit (loss) and comprehensive profit (loss) for the six months ended June 30, 2023 and for the year ended December 31, 2022 give effect to the Business Combination and related transactions as if they occurred on January 1, 2022.
The pro forma adjustments reflecting the consummation of the Business Combination and the related transaction are based on currently available information and certain assumptions and methodologies that Greenfire management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Greenfire management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and the related transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and notes thereto of New Greenfire, Greenfire and MBSC.
Pro forma combined reserve information that gives effect to the Business Combination has been omitted from this pro forma presentation as MBSC does not control any mineral assets and any pro forma reserve disclosure would be identical to the reserve disclosures of Greenfire provided in the Registration Statement/Proxy Statement in accordance with the United States Financial Accounting Standards Board Topic 932 — “Extractive Activities — Oil and Gas.”
10
The following table reconciles pro forma share ownership of New Greenfire to historical Greenfire Common Shares issued and outstanding as at June 30, 2023, 2022 in the historical Greenfire financial statements as at and for the year ended June 30, 2023.
| Assuming No Redemption | ||||||||||||||||
| Historical as of June 30, 2023 | Settled as part of Business Combination | Greenfire Exchange Ratio | Pro Forma GRL Class A Common Shares | |||||||||||||
| Greenfire Founder Shares [1] | 7,500,010 | 6,701,570 | 5.413 | 36,277,311 | ||||||||||||
| Greenfire Employees Common shares [2] | 1,451,614 | 1,297,077 | 5.413 | 7,021,411 | ||||||||||||
| Total shares held by current Greenfire Shareholders | 43,298,722 | |||||||||||||||
| Shares held by current holders of Greenfire Bonds [3] | 3,221,518 | 2,878,045 | 5.413 | 15,579,591 | ||||||||||||
| Greenfire performance warrants [4] | 716,878 | 637,033 | 5.413 | 3,448,421 | ||||||||||||
| Assuming Max Redemption | ||||||||||||||||
| Historical as of June 30, 2023 | Settled as part of Business Combination | Greenfire Exchange Ratio | Pro Forma GRL Class A Common Shares | |||||||||||||
| Greenfire Founder Shares [1] | 7,500,010 | 6,710,064 | 5.471 | 36,713,849 | ||||||||||||
| Greenfire Employees Common shares [2] | 1,451,614 | 1,298,721 | 5.471 | 7,105,902 | ||||||||||||
| Total Pro Forma Ownership by GRL Shareholders | 43,819,751 | |||||||||||||||
| Greenfire Bond Warrants Exercise Shares [3] | 3,221,518 | 2,881,693 | 5.471 | 15,767,066 | ||||||||||||
| Greenfire performance warrants [4] | 716,878 | 637,840 | 5.471 | 3,489,916 | ||||||||||||
Footnotes:
| [1] | The Greenfire Founders will have a portion of their Greenfire Common Shares cancelled in exchange for a divdend payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Founders, and the remaining Greenfire Common Shares held by the Founders will be converted into GRL Common Shares. |
| [2] | The Greenfire Employees will have a portion of their Greenfire Common Shares cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Employees, and the remaining Greenfire Common Shares held by the Employees will be converted into GRL Common Shares. |
| [3] | The Greenfire Bond Warrantholders will have a portion of their Greenfire Bond Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Bond Warrantholders, and the remaining Greenfire Bond Warrants will be exercised and converted into GRL Common Shares. |
| [4] | The Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into GRL Performance Warrants. |
11
Note 2. IFRS Policy and Presentation Alignment
The historical financial information of MBSC has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed consolidated financial statements. The adjustment required to convert MBSC’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed consolidated financial statements are as follows:
| (aa) | MBSC Class A Common Shares subject to possible redemption balance of US$311.5 million classified as mezzanine equity under U.S. GAAP are reclassified to non-current liabilities under IFRS because the right to redeem the MBSC Class A Common Shares is at the option of the holder. |
| (bb) | MBSC Public Warrants of US$8.2 million classified as additional paid-in capital under U.S. GAAP are reclassified to derivative liabilities under IFRS because the MBSC Public Warrants are deemed to settle in MBSC Class A Common Shares, which are classified as financial liabilities under IFRS. |
| (cc) | MBSC Class B Common Shares include an amount of US$0.02 million recorded as additional paid-in capital under U.S. GAAP. This balance has been reclassified to share capital as a change in presentation under IFRS. |
| (dd) | Transaction costs of US$0.5 million related to the issuance of MBSC Private Warrants and MBSC Public Warrants are recorded against additional paid-in capital under U.S. GAAP and are expensed in the statement of profit (loss) and comprehensive profit (loss) under IFRS. |
| (ee) | Transaction costs of US$20.1 million related to the issuance of MBSC Class A Common Shares are recorded against mezzanine equity under U.S. GAAP and are expensed in the statement of profit (loss) and comprehensive profit (loss) under IFRS. |
| US$8.2 million initially allocated on a relative fair value basis to the MBSC Public Warrants under U.S. GAAP is recorded through the statement of profit (loss) and comprehensive profit (loss) under IFRS to recognize the MBSC Class A Common Shares classified as non-current liabilities at their redemption amount. |
| The change in the redemption amount of the MBSC Class A Common Shares classified as mezzanine equity under U.S. GAAP is recorded in accumulated deficit of US$9.3 million and additional paid-in capital of US$18.9 million under U.S. GAAP, and is eliminated, as such an entry would not be recorded under IFRS. |
| (ff) | The change in the redemption amount of MBSC Class A Common Shares of US$3.0 million for the year ended December 31, 2021, US$3.2 million for the year ended December 31, 2022, and US$5.4 million for six months ended June 30, 2023 was recorded in mezzanine equity and accumulated deficit, respectively, under U.S. GAAP. Under IFRS, these balances are recorded through the statement of profit (loss) and comprehensive profit (loss), inclusive of foreign exchange impact of CAD$0.1 million, for the six months ended June 30, 2023, and CAD$0.2 million, for the year ended December 31, 2022. |
| (gg) | Reflects the reclassification of the MBSC Private Placement Warrants of US$11.3 million from equity to derivative liabilities under IFRS because the MBSC Private Placement Warrants are deemed to settle in MBSC Class A Common Shares, which are classified as financial liabilities under IFRS. |
Further, as part of the preparation of the unaudited pro forma condensed consolidated financial statements, MBSC’s operating and formation costs of US$0.9 million, for the six months ended June 30, 2023, and US$2.8 million, for the year ended December 31, 2022, were reclassified to align with the presentation of Greenfire’s historical financial statements. Refer to adjustment (i).
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Note 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Financial Information
Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Financial Position
The adjustments included in the unaudited pro forma condensed consolidated statement of financial position as at June 30, 2023, are as follows:
| A. | Reflects the reclassification of CAD$414.4 million (US$312.9 million) held in the Trust Account to cash that becomes available at a closing of the Business Combination, assuming no redemptions. |
| B. | Reflects the cash payout of CAD$281.9 million (US$212.9 million) from MBSC Trust Account to bring the balance of the Trust Account to CAD$132.4 million (US$100 million), as described above under the heading “— Description of the Business Combination”, and reclassification of approximately CAD$130.6 million (US$98.6 million) of MBSC Class A Common Shares that are subject to possible redemption and approximately CAD$33,000 (US$25,500) of MBSC Class B Common Shares to New Greenfire share capital as a result of a series of transactions as part of the Business Combination. |
| C. | Represents estimated transaction costs of approximately CAD$36.8 million (US$27.8 million) in relation to the Business Combination. Of the CAD$36.8 million, CAD$18.9 million (US$14.3 million) relates to the deferred underwriting fees incurred by MBSC, CAD$4.2 million (US$3.2 million) in costs accrued by Greenfire, and CAD$2.5 million (US$1.9 million) accrued by MBSC. CAD$3.7 million (US$2.8 million) has been paid by Greenfire as of December 31, 2022. |
| D. | Reflects the acceleration of share-based compensation expense of CAD$7.8 million related to the expectation to accelerate vesting of unvested employee performance warrants in connection with the Business Combination. |
| E. | Reflects the forfeiture of the MBSC’s public warrants as part of the Business Combination. |
| F. | Represents the preliminary estimated expense recognized for the stock exchange listing service received, in accordance with IFRS 2, for the excess of the fair value of New Greenfire Common Shares issued to MBSC shareholders and the fair value of MBSC’s identifiable net assets at the date of the Business Combination, resulting in a CAD$92.5 million (US$69.9 million) decrease to retained earnings under the no redemption scenario. The consideration for the acquisition of MBSC was determined using the New Greenfire common share price referenced to the Transaction Financing at US$10.10 per share. A one percent change in the New Greenfire Common Share price would result in a change of CAD$2 million (US$1.5 million) in the estimated expense under the no redemption scenario. The estimated IFRS 2 listing expense assuming the no redemption scenario is further illustrated below: |
| As of June 30, 2023 | ||||||||
| Assuming No Redemption | ||||||||
| C$ | US$ | |||||||
| (in thousands except share and per share amounts) | ||||||||
| Fair value of equity instruments deemed to have been issued by GRL | ||||||||
| MBSC Share Consideration price | 13.37 | 10.10 | ||||||
| Total number of MBSC shares at Closing | 14,900,990 | 14,900,990 | ||||||
| Total fair value of equity instruments issued to MBSC shareholders | 199,262 | 150,500 | ||||||
| Fair value of identifiable net assets of MBSC | ||||||||
| Cash and equivalents | 659 | 498 | ||||||
| Marketable securities held in Trust Account | 414,350 | 312,953 | ||||||
| Cash distribution to MBSC Class A Shareholders [1] | (281,950 | ) | (212,953 | ) | ||||
| Prepaid expenses and deposits | 236 | 178 | ||||||
| Accounts payable and accrued liabilities | (3,293 | ) | (2,487 | ) | ||||
| Due to affiliates | (28 | ) | (21 | ) | ||||
| Income taxes payable | (1,794 | ) | (1,355 | ) | ||||
| Subscription purchase agreement liability | (2,548 | ) | (1,924 | ) | ||||
| Deferred underwriting fee payable | (18,907 | ) | (14,280 | ) | ||||
| Fair value of identifiable net assets of MBSC | 106,725 | 80,609 | ||||||
| IFRS 2 listing expense | 92,537 | 69,891 | ||||||
| [1] | Cash distribution was made to MBSC Class A Shareholders in order to bring the balance of Trust Account to $132.4 million (US$100 million). |
| G. | Reflects the elimination of Greenfire share capital. |
| H. | Reflects the impact of the forfeiture of 1,740,000 MBSC Private Placement Warrants held by the underwriters and 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsors. |
| I. | Reflects the repurchase of outstanding 10 million MBSC Public warrants at CAD$0.66 (US$0.50) per warrant as part of the Business Combination. |
| J. | Reflects the cash payment of CAD$99.3 million (US$75 million), including a distribution of CAD$58.5 million (US$44.2 million) to Greenfire Founders, settlement of CAD$25.2 million (US$19 million) Greenfire Bond Warrants, distribution of CAD$11.3 million (US$8.5 million) to Greenfire Employees and settlement of CAD$4.3 million (US$3.3 million) Greenfire Performance Warrants. |
| K. | Reflects the elimination of MBSC’s historical accumulated deficit of CAD$23.8 million (US$18 million) and the elimination of the IFRS conversion and presentation adjustments of CAD$25.8 million (US$19.5 million), as set out in Notes (dd), (ee) and (ff). |
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| L. | Reflects the repayment on the balance due to the sponsors of MBSC. |
| M. | Reflects the reclassification of contributed surplus of CAD$45.3 million due to the exercise of the Greenfire Bond Warrants. |
| N. | Reflects the estimated income tax impact using New Greenfire’s statutory income tax rate of 23% due to the Business Combination in a no redemption scenario. |
| O. | Reflects 5,000,000 New Greenfire warrant derivative liabilities issued to the founders, bondholders and employees of Greenfire as part of the Business Combination. The Black-Scholes model was used to estimate the fair value of the warrant derivative liabilities, based on the most current inputs and assumptions. Those inputs and assumptions are: exercise price of US$11.50, share price of US$10.10, risk free rate of 1.46%, volatility of 60%, and life expectancy of 5 years. |
| P. | Reflects the derecognition of subscription purchase agreement liability and forward purchase agreement liability as part of the Business Combination. Under the no redemption scenario, no MBSC Class A Common Shares are issued under the PIPE Investment. Under the maximum redemption scenario, the liabilities are settled through the issuance of MBSC Class A Common Shares under the PIPE Investment. |
| Q. | Reflects cash proceeds of CAD$132.4 million (US$100 million) pursuant to the Transaction Financing of CAD$66.2 million (US$50 million) and principal amount of New Greenfire Convertible Notes of CAD$66.2 million (US$50 million) in a max redemption scenario. |
| R. | Reflects the payment of cash to MBSC Class A Common Shares in a maximum redemption scenario. |
| S. | Represents the preliminary estimated expense recognized for the stock exchange listing service received, in accordance with IFRS 2, for the excess of the fair value of New Greenfire Common Shares issued to MBSC shareholders and the fair value of MBSC’s identifiable net assets at the date of the Business Combination, resulting in a CAD$82.5 million (US$62.3 million) decrease to retained earnings in a maximum redemption scenario. The adjustment recorded of CAD$10 million (US$7.6 million) is an incremental increase to retained earnings relative to the no redemption scenario. The consideration for the acquisition of MBSC was determined using the New Greenfire common share price referenced to the Transaction Financing at US$10.10 per share. A one percent change in the New Greenfire Common Share price would result in a change of CAD$0.6 million (US$0.4 million) in the estimated expense in a maximum redemption scenario. The estimated IFRS 2 listing expense assuming the maximum redemption scenario is further illustrated below: |
| As of June 30, 2023 | ||||||||
| Assuming Maximum Redemption | ||||||||
| C$ | US$ | |||||||
| (in thousands except share and per share amounts) | ||||||||
| Fair value of equity instruments deemed to have been issued by GRL | ||||||||
| MBSC Share Consideration price | 13.37 | 10.10 | ||||||
| Total number of MBSC shares at Closing | 4,250,000 | 4,250,000 | ||||||
| Total fair value of equity instruments issued to MBSC shareholders | 56,833 | 42,925 | ||||||
| Fair value of identifiable net assets of MBSC | ||||||||
| Cash and equivalents | 659 | 498 | ||||||
| Prepaid expenses and deposits | 236 | 178 | ||||||
| Accounts payable and accrued liabilities | (3,293 | ) | (2,487 | ) | ||||
| Due to affiliates | (28 | ) | (21 | ) | ||||
| Income taxes payable | (1,794 | ) | (1,355 | ) | ||||
| Subscription purchase agreement liability | (2,548 | ) | (1,924 | ) | ||||
| Deferred underwriting fee payable | (18,907 | ) | (14,280 | ) | ||||
| Fair value of identifiable net assets of MBSC | (25,675 | ) | (19,392 | ) | ||||
| IFRS 2 listing expense | 82,508 | 62,317 | ||||||
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Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Profit (Loss) and Comprehensive Profit (Loss) for the six months ended June 30, 2023
The adjustments included in the unaudited pro forma condensed consolidated statement of profit (loss) and comprehensive profit (loss) for the six months ended June 30, 2023 are as follows:
Aa. | Reflects elimination of investment income from the MBSC Trust Account. |
| Bb. | This amount includes CAD$4.2 million (US$3.2 million) and CAD$0.2 million (US$0.1 million) of transaction costs recognized in the unaudited financial statements for the six months ended June 30, 2023 of Greenfire and MBSC, respectively. The historical amounts have been reversed in the unaudited pro forma condensed consolidated statements of profit (loss) and comprehensive profit (loss) for the six months ended June 30, 2023 to recognize all transaction costs as of the beginning of the earliest period presented. |
Cc. | Reflects the estimated income tax impact using New Greenfire’s statutory income tax rate of 23% due to the Business Combination in a no redemption scenario. |
Dd. | Reflects the elimination of income tax provision associated with the investment income on the MBSC Trust Account. |
Ee. | Reflects the interest expense recorded on the aggregate principal amount of New Greenfire Convertible Notes in connection with the Transaction Financing in a maximum redemption scenario. |
Ff. | Reflects the estimated income tax impact using New Greenfire’s statutory income tax rate of 23% due to the Business Combination in a maximum redemption scenario. |
Note 4. Adjustments to Unaudited Pro Forma Condensed Consolidated Financial Information
Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Profit (Loss) and Comprehensive Profit (Loss) for the year ended December 31, 2022
The adjustments included in the unaudited pro forma condensed consolidated statement of profit (loss) and comprehensive profit (loss) for the year ended December 31, 2022 are as follows:
| AA. | Reflects elimination of investment income from the MBSC Trust Account. |
| BB. | Reflects estimated transaction costs of CAD$15.2 million (US$11.7 million) in addition to the transaction costs included in the historical statements of profit (loss) and comprehensive profit (loss) of MBSC and Greenfire. |
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| CC. | Represents the preliminary estimated expense of CAD$92.5 million (US$69.9 million) recognized for the stock exchange listing service received, in accordance with IFRS 2, for the excess of the fair value of the New Greenfire Common Shares issued to MBSC shareholders over the net asset of MBSC in a no redemption scenario. |
| DD. | Reflects the acceleration of share-based compensation expense of CAD$7.8 million related to the expectation to accelerate vesting of unvested employee Greenfire Performance Warrants in connection with the Business Combination. |
| EE. | Reflects the estimated income tax impact using New Greenfire’s statutory income tax rate of 23% due to the Business Combination in a no redemption scenario. |
| FF. | Reflects the elimination of income tax provision associated with the investment income on the MBSC Trust Account. |
| GG. | Represents the preliminary estimated expense of CAD$82.5 million (US$62.3 million) recognized for the stock exchange listing service received, in accordance with IFRS 2, for the excess of the fair value of the New Greenfire Common Shares issued to MBSC shareholders over the net asset of MBSC in a maximum redemption scenario. The adjustment recorded of CAD$10 million (US$7.6 million) is an incremental decrease to the transaction costs relative to the no redemption scenario. |
| HH. | Reflects the interest expense recorded on the aggregate principal amount of New Greenfire Convertible Notes in connection with the Transaction Financing in a maximum redemption scenario. |
| II. | Reflects the estimated income tax impact using New Greenfire’s statutory income tax rate of 23% due to the Business Combination in a maximum redemption scenario. |
Note 5. Net Income (Loss) per Share
Net income (loss) per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable in the Business Combination have been outstanding for the entirety of all periods presented.
| For the six months ended June 30, 2023 [1] | For the year ended December 31, 2022 [1] | |||||||||||||||
| Pro Forma Combined (Assuming No Redemption) | Pro Forma Combined (Assuming Maximum Redemption) | Pro Forma Combined (Assuming No Redemption) | Pro Forma Combined (Assuming Maximum Redemption) | |||||||||||||
| Pro forma net income (loss) | $ | 2,364 | $ | 29 | $ | 9,557 | $ | 15,304 | ||||||||
| Weighted average shares outstanding - basic and diluted [2] | 73,779,303 | 68,787,313 | 73,779,303 | 68,787,313 | ||||||||||||
| Pro Forma net income (Loss) Per Share - basic and diluted | $ | 0.03 | $ | 0.00 | $ | 0.13 | $ | 0.22 | ||||||||
| [1] | Pro forma net income (loss) per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Consolidated Financial Information.” |
| [2] | The effect of GRL Warrants, GRL Performance Warrants and GRL convertible senior note are not considered since the out-of-money securities are deemed non-exercised, which will not increase the weighted average shares outstanding under diluted scenario. |
Note 6. Potential Refinancing
New Greenfire is in negotiations to consummate a potential refinancing of Greenfire’s 12.000% Senior Secured Notes due 2025 prior to or concurrently with the closing of the Business Combination. Such potential refinancing, which as a result of the amendment to the Business Combination Agreement, may be used to satisfy the Business Combination Agreement Obligation, or otherwise cancel or redeem any Convertible Notes that may be issuable under the maximum redemption scenario presented above. The potential refinancing has not been reflected herein as it is subject to ongoing negotiations.
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