Greenfire Resources, M3-Brigade to enter $1,294,854,750 SPAC merger

On December 15, 2022, Calgary-based Greenfire Resources Inc., dedicated to sustainable thermal energy from Alberta's Athabasca region, has announced a definitive business combination agreement with NYSE-listed M3-Brigade Acquisition III Corp. (MBSC). The agreement values Greenfire at $1,294,854,750 (US$950 million). By Q2 2023, a newly incorporated entity, Greenfire Resources Ltd. (GRL), will emerge as the parent of both Greenfire and MBSC. Post-combination, GRL will retain Greenfire's executive team and concentrate on amplifying Greenfire's production efficacy. Greenfire presently controls two oil sands assets, Hangingstone Expansion and Hangingstone Demo, producing around 22,000 barrels of bitumen daily. The company's strategy includes sustainably increasing production by enhancing infrastructure and using top-tier optimization techniques, intending to increase productivity and profitability while minimizing carbon intensity. The business combination, unanimously approved by both boards, includes Greenfire's net debt of $230.85 million (US$170 million), making the post-money equity value of the combined entity between $991.32 million and $1 billion (US$730 million and US$780 million), contingent on MBSC stock redemptions. Financial commitments encompassing $68.90 million (US$50 million) in common equity and $68.90 million (US$50 million) in convertible notes are linked to the Business Combination. However, the Transaction Financing will be activated only if redemptions surpass $275.67 million (US$203 million), with the raised cash earmarked for Greenfire shareholder distributions and transaction costs. Following the merger, Greenfire shareholders are projected to hold approximately 81%-87% of the Combined Company's common shares, based on MBSC stock redemptions. Greenfire expects the Combined Company's future expenses to be funded through operational cash flow.

Merger & Acquisition
Energy
$ 1,294,854,750
Closed
20 September 2023