|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Greenfire Resources Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
39525U107 (CUSIP Number) |
Adam Waterous 301 8th Avenue SW, Suite 600, Calgary, A0, T2P 1C5 (403) 930-6048 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund Management Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (Canadian) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (US) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (International) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (Canadian FI) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (International FI) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (Canadian) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (US) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (International) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (Canadian FI) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (International FI) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,954,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 39,300,278 Common Shares and 2,654,179 common share purchase warrants.
In reference to row 13, the percentage calculation is based on an aggregate of 69,468,064 Common Shares outstanding as of September 30, 2024, according to the Form 6-K filed by the Issuer on November 15, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Greenfire Resources Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
1900 - 205 5TH AVENUE SW, CALGARY,
ALBERTA, CANADA
, T2P 2V7. | |
Item 1 Comment:
Explanatory Note:
This amendment constitutes Amendment No. 2 ("Amendment No. 2") to the initial statement on Schedule 13D, filed on November 14, 2024, as amended by Amendment No. 1 to the Schedule 13D filed on November 21, 2024 (as so amended, the "Schedule 13D") by the undersigned. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein. Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following:
On December 23, 2024, Waterous Energy Fund Management Corp., in its capacity as manager of certain limited partnerships comprised of 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, acquired an aggregate of 9,311,424 common shares (the "Purchased Shares") and 2,654,179 common share purchase warrants (the "Purchased Warrants") of Greenfire Resources Ltd. from M3-Brigade Sponsor III LP ("MBSC Sponsor") and Brigade Capital Management LP ("Brigade") pursuant to a private share purchase agreement (the "Securities Purchase Agreement"). The Purchased Shares were acquired for cash consideration of US$7.831 per Purchased Share and the Purchased Warrants were acquired for cash consideration of US$3.372 per Purchased Warrant, representing an aggregate purchase price of US$81,853,033.15.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Securities Purchase Agreement, which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
| ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following:
The information in Item 3 of this Schedule 13D is incorporated herein by reference.
In connection with completion of the Securities Purchase Agreement, each of Adam Waterous, David Roosth, Henry Hager, Andrew Kim, Brian Heald and David Knight Legg were appointed to, and each of Robert Logan, Matthew Perkal and Jonathan Klesch resigned from, the board of directors of Greenfire. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and (b): The aggregate number and percentage of the Common Shares beneficially owned by each of the Reporting Persons and, for such Reporting Persons, the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Item 3 of this Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Securities Purchase Agreement, dated December 23, 2024.
99.2 Investor Agreement, dated December 23, 2024. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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