SCHEDULE: Waterous Energy Fund Boosts Greenfire Stake to 69.48%

Waterous Energy Fund has significantly increased its beneficial ownership in Greenfire Resources Ltd. to 69.48% through multiple private share purchase agreements totaling CAD$57 million.

Summary

• Waterous Energy Fund (WEF) entities acquired an aggregate of 8,703,479 Common Shares of Greenfire Resources Ltd. from three separate vendors.
• The total purchase price for these shares was CAD$57,007,787.45 (approximately USD$40,663,654.79, based on the November 10, 2025 exchange rate).
• The shares were acquired at a uniform price of CAD$6.55 per share (USD$4.67 per share).
• The acquisitions were made from Mantiqueira Overseas Fund Ltd. (3,296,730 shares for CAD$21,593,581.50), Sona Credit Master Fund Limited and affiliates (1,157,749 shares for CAD$7,583,255.95), and Encompass Capital Advisors LLC (4,249,000 shares for CAD$27,830,950.00).
• Following these transactions, the Waterous Energy Fund reporting persons collectively beneficially own 50,657,936 Common Shares (including 2,654,179 common share purchase warrants), representing 69.48% of Greenfire Resources Ltd.'s outstanding Common Shares.
• The transactions were structured to be consistent with the Private Agreement Exemption under Canadian takeover bid regulations (NI 62-104).
• Purchasers acknowledge they are now a "control person" of Greenfire Resources Ltd.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic move by Waterous Energy Fund to consolidate control over Greenfire Resources Ltd. The successful acquisition of a substantial block of shares at a fixed price, increasing beneficial ownership to nearly 70%, is a strong positive for the acquirer, suggesting confidence in the underlying asset. While no explicit negatives are stated, the increased control could have various implications for minority shareholders, though the filing itself is a factual report of a completed transaction.

Positives

• Waterous Energy Fund has significantly increased its strategic stake in Greenfire Resources Ltd., demonstrating strong conviction in the company's future.
• The acquisition consolidates a substantial majority ownership (69.48%) by WEF, potentially streamlining decision-making and strategic alignment.
• The transactions were executed via private agreements, avoiding potential market disruption associated with open market purchases of this magnitude.
• Competition Act Clearance was obtained for the Encompass transaction, removing a potential regulatory hurdle.

Risks

• Purchased Shares may be subject to resale restrictions under applicable Canadian Securities Laws and Rule 144 and Regulation S under the U.S. Securities Act of 1933, as amended, due to the Purchasers being a control person of the Company.
• The Purchasers acknowledge the risk of complete loss of their investment in the Purchased Shares.

Future Outlook

The filing primarily details a completed share acquisition and does not provide explicit forward-looking statements or guidance from Greenfire Resources Ltd. or the purchasers regarding future operations or financial performance, beyond the purchasers' intent to hold the shares for investment.

Management Comments

• The Purchasers' decision to purchase the Purchased Shares and execute this Agreement has not been based on, and the Purchasers have not relied on, any verbal or written representation made by or on behalf of the Vendors (except as specifically set forth herein).
• The Purchasers have sufficient funds to consummate the purchase of the Purchased Shares in accordance with the terms of this Agreement and acknowledge that there is no financing condition relating to the purchase of the Purchased Shares hereunder.

Industry Context

This significant increase in ownership by Waterous Energy Fund, a specialized energy private equity firm, suggests a strategic consolidation of control over Greenfire Resources Ltd., an oil and gas company. Such moves are common in the energy sector where private equity often seeks to optimize assets and operations, potentially leading to delisting or further strategic transactions in the future. The acquisition price of CAD$6.55 per share provides a benchmark for recent private market valuations of Greenfire's equity.

Comparison to Industry Standards

• The acquisition price of CAD$6.55 per share can be benchmarked against recent private transactions or public trading prices of comparable Canadian oil and gas exploration and production companies, particularly those focused on heavy oil or oil sands, to assess if the valuation is at a premium, discount, or in line with market expectations.
• The increase in Waterous Energy Fund's stake to nearly 70% positions Greenfire Resources Ltd. firmly under private equity control, a trend observed across the energy sector where private capital is increasingly taking companies private to execute long-term strategies away from public market pressures.
• The use of the Private Agreement Exemption under NI 62-104 is a standard mechanism for large block trades that avoid the full requirements of a formal takeover bid, often seen in situations where a control block is being assembled or transferred.

Legal Proceedings

• The Purchasers represent that there is no action of any nature pending or threatened against or by any Purchaser that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by the Encompass Share Purchase Agreement.

Stakeholder Impact

• Shareholders (Greenfire Resources Ltd.): Existing minority shareholders will now have a significantly larger control shareholder (Waterous Energy Fund) with nearly 70% ownership, which could influence future strategic decisions, dividend policies, or potential take-private scenarios.
• Vendors (Mantiqueira, Sona, Encompass): These funds have successfully divested their stakes in Greenfire Resources Ltd. at a fixed price, realizing their investment.
• Waterous Energy Fund: The fund gains substantial control over Greenfire Resources Ltd., enabling it to implement its strategic vision more effectively.

Next Steps

• The Purchasers will file required early warning reports and insider reports with Canadian Securities Regulators.
• The Purchasers will file reports under Section 13(d) of the Exchange Act with the U.S. Securities and Exchange Commission.
• The parties will jointly plan and coordinate public notices regarding the transactions, except for required Securities Filings.

Key Dates

Recommendation

The significant increase in Waterous Energy Fund's ownership to nearly 70% makes Greenfire Resources Ltd. a controlled entity. While this signals strong conviction from a sophisticated energy investor, it also reduces the free float and liquidity of the shares. For existing minority shareholders, the immediate impact is a confirmation of a valuation at CAD$6.55 per share. However, with such a dominant shareholder, future strategic decisions, including potential delisting or further consolidation, will largely be dictated by Waterous Energy Fund. This situation typically leads to a "hold" recommendation for existing shareholders, awaiting further clarity on the controlling shareholder's long-term plans, as the upside might be capped by the lack of a competitive market for the remaining shares, and the downside protected by the implied valuation from the recent transactions. New investors might find limited entry points or liquidity.

Keywords

Greenfire Resources Ltd., Waterous Energy Fund, Share Purchase Agreement, Equity Acquisition, Control Person, Private Placement, SEC Filing, Schedule 13D, Oil and Gas, Energy Investment, Mantiqueira Overseas Fund, Sona Credit Master Fund, Encompass Capital Advisors