SCHEDULE: Waterous Energy Fund Boosts Greenfire Stake to 72.12%

Waterous Energy Fund has acquired an additional 1.9 million common shares of Greenfire Resources Ltd. from Luxor Capital Group, LP for CAD$12.8 million, increasing its beneficial ownership to 72.12%.

Summary

• Waterous Energy Fund Management Corp. and its associated limited partnerships (Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP, and Waterous Energy Fund III (International FI) LP), collectively referred to as the Purchasers, acquired 1,926,055 common shares of Greenfire Resources Ltd. from Luxor Capital Group, LP.
• The transaction, formalized by a private share purchase agreement, was effective as of November 14, 2025.
• The total purchase price for the shares was CAD$12,808,265.75, equating to CAD$6.65 per share (approximately USD$4.74 per share based on the November 14, 2025 exchange rate).
• Prior to this transaction, Luxor Capital Group, LP was the beneficial owner of approximately 2.7% of Greenfire's issued and outstanding Common Shares.
• Following this acquisition, the Purchasers' aggregate beneficial ownership in Greenfire Resources Ltd. increased to 52,583,991 securities, comprising 49,929,812 Common Shares and 2,654,179 common share purchase warrants.
• This new ownership represents 72.12% of the 70,256,512 Common Shares outstanding as of November 6, 2025.
• The transaction was structured to be consistent with an exempt take-over bid under Canadian securities regulations (NI 62-104 Private Agreement Exemption).

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The transaction represents a significant increase in ownership by a strategic investor, indicating confidence in Greenfire Resources. However, the filing is purely transactional and does not provide operational or financial performance updates, limiting a higher score. The increased control by Waterous Energy Fund could be seen as positive for long-term strategic alignment but also introduces potential risks for minority shareholders.

Positives

• Waterous Energy Fund has significantly increased its stake in Greenfire Resources Ltd., demonstrating strong conviction in the company's future.
• The acquisition was executed through a private agreement, potentially avoiding market disruption and allowing for a negotiated price.
• The Purchasers confirmed they have sufficient funds for the acquisition, indicating financial stability for this transaction.

Negatives

• The transaction involves a significant block of shares changing hands, which could lead to reduced liquidity for other shareholders if the new control person holds the shares long-term.
• The Purchasers acknowledge they are a 'control person' of Greenfire, which could imply less influence for minority shareholders.

Risks

• The Purchased Shares may be subject to resale restrictions under applicable Canadian Securities Laws and U.S. Securities Act Rule 144 and Regulation S, potentially limiting future liquidity for the Purchasers.
• The Purchasers' status as a 'control person' could lead to potential conflicts of interest with minority shareholders, although none are explicitly stated in the filing.

Future Outlook

The filing primarily details a completed share purchase transaction and does not provide explicit forward-looking statements or guidance from Greenfire Resources Ltd. or the Purchasers regarding the company's operational or financial future, beyond the Purchasers' increased control.

Management Comments

• Adam Waterous, CEO & Managing Partner of the general partners for the Waterous Energy Fund entities, signed the agreement, indicating direct involvement in the strategic acquisition.

Industry Context

This transaction signifies a further consolidation of ownership by a major energy-focused private equity fund (Waterous Energy Fund) in an oil and gas company (Greenfire Resources Ltd.). Such moves are common in the energy sector, particularly for companies with specific asset profiles or strategic value, where private equity seeks to gain significant control to drive long-term value creation or prepare for future strategic options, such as a take-private or asset divestiture. The increase to over 72% beneficial ownership positions Waterous Energy Fund as a dominant force in Greenfire's strategic direction.

Comparison to Industry Standards

• The acquisition of a significant stake (over 70%) by a private equity fund like Waterous Energy Fund is consistent with strategies seen in the energy sector where funds aim for controlling interests to implement operational efficiencies or strategic shifts without the complexities of public market pressures. For example, similar control acquisitions have been observed with private equity firms like Apollo Global Management or Blackstone in various energy assets, where they often take companies private or exert strong influence over strategic decisions.
• The per-share price of CAD$6.65 (USD$4.74) would need to be benchmarked against Greenfire's recent trading prices and valuation multiples (e.g., EV/EBITDA, P/NAV) compared to its peers in the Canadian oil sands or heavy oil sector, such as Cenovus Energy, Suncor Energy, or smaller producers like MEG Energy. Without specific market data for November 14, 2025, a direct assessment of whether this price represents a premium or discount to market or intrinsic value is not possible, but private transactions often occur at a slight premium or discount depending on the strategic nature and liquidity of the block.

Stakeholder Impact

• Shareholders: Waterous Energy Fund's increased control (72.12%) means minority shareholders will have less influence over company decisions. The transaction provides liquidity for Luxor Capital Group, LP.
• Company (Greenfire Resources Ltd.): The company now has a dominant control shareholder, which could lead to more streamlined strategic decision-making or potential future take-private scenarios.
• Creditors: No direct impact mentioned, but a strong controlling shareholder could influence future financing strategies.

Next Steps

• The Purchasers will continue to file required early warning reports and/or insider reports with Canadian Securities Regulators and reports under Section 13(d) of the Exchange Act with the U.S. Securities and Exchange Commission.
• The Parties will jointly plan and coordinate all public notices and publicity concerning the transaction, except for legally required disclosures.

Key Dates

Recommendation

The filing details a significant increase in ownership by a strategic investor, Waterous Energy Fund, which now holds a controlling stake of 72.12% in Greenfire Resources Ltd. This move signals strong conviction from a sophisticated investor and could lead to more focused strategic direction and potentially improved operational performance under tighter control. However, the filing is purely transactional and does not provide new financial or operational data for Greenfire. While the increased control by Waterous Energy Fund is a positive signal for long-term value creation, the immediate impact on the stock price is likely to be a reaction to the change in ownership structure rather than fundamental performance. For existing investors, holding the stock allows them to benefit from potential future strategic initiatives driven by the controlling shareholder. New investors should evaluate Greenfire's fundamentals and the implications of a dominant control shareholder before making a decision.

Keywords

Greenfire Resources Ltd., Waterous Energy Fund, Luxor Capital Group, Share Purchase Agreement, Common Shares, Beneficial Ownership, Control Person, SEC Filing, Schedule 13D, Private Agreement Exemption, Oil and Gas