Greenfire Resources Inc. executed the non-binding letter of intent to acquire M3-Brigade Acquisition III Corp. (NYSE:MBSC) from a group of shareholders in a reverse merger transaction on June 3, 2022. Greenfire Resources Inc. entered into a definitive agreement to acquire M3-Brigade Acquisition III Corp. from a group of shareholders for approximately $550 million in a reverse merger transaction on December 14, 2022. As per the terms of the transaction, MBSC will acquire all of the issued and outstanding common shares of Greenfire in exchange for common shares of MBSC and an aggregate of $75 million in cash. In addition, 46,745,000 New Greenfire Common Shares issued to current Greenfire Shareholders and 15,582,000 New Greenfire Common Shares issued to current holders of Greenfire Bonds. The transaction values Greenfire at $950 million. This includes Greenfire's debt, net of cash, of $170 million. The post-money equity value of the Combined Company is expected to be $780 million. Upon closing Greenfire Resources Ltd. ("GRL" or the "Combined Company") will become the parent of both Greenfire and MSBC. The current shareholders of Greenfire will become the majority owners of the Combined Company. Existing shareholders of Greenfire will own approximately 81% of the common shares of the Combined Company that are expected to be outstanding on closing of the deal. Financing commitments comprised of approximately $50 million of common equity and $50 million of convertible notes (the "Transaction Financing") are being provided as part of the Business Combination. Following completion of the Business Combination, GRL is expected to continue to be managed by Greenfire's current executive team. MBSC's sponsor, M3-Brigade Sponsor III LP, will be permitted to designate one director to the board of directors of GRL. In case of termination, MBSC will be required to pay $1 million as termination fee.

The Business Combination will be subject to the approval of both Greenfire's and MBSC's securityholders and the satisfaction or waiver of other customary conditions. In addition to other closing conditions, the Arrangement will require the approval of the Alberta Court of King's Bench. The Business Combination, which was unanimously recommended and approved by the boards of directors of both Greenfire and MBSC. As of January 18, 2023, M3-Brigade Acquisition III Corp.?s board of directors has approved an extension of the period of time the Company has to consummate its initial business combination by three months, from the current deadline of January 26, 2023, until April 26, 2023. In connection with such extension, the Sponsor or its affiliates or designees will deposit an additional $1,696,500 into the Company?s trust account, in part from the Company?s working capital, for the benefit of the Company?s public stockholders and the Company?s stockholders are not entitled to vote on or redeem their shares in connection with the Extension. As of January 26, 2023, the Sponsor has informed MBSC that it intends to request additional extensions of the period of time the Company has to consummate its initial business combination, to the extent necessary to complete its previously announced business combination (the ?Business Combination?) with Greenfire Resources Inc. (?Greenfire?). The Charter permits a total of four three-month extensions ( i.e. , until October 26, 2023), of which this is the second. As of April 27, 2023, M3-Brigade Sponsor III LP, or its affiliates or designees has deposited $1,696,500 into the Company's trust account, in part from the Company's working capital, for the benefit of the Company's public stockholders, in connection with the extension of the period of time the Company has to consummate its initial business combination until July 26, 2023. The deal is expected to close in the second quarter of 2023. As per filing on September 5, 2023 The Business Combination is expected to close before the end of 2023, subject to customary closing conditions, including the receipt of necessary regulatory approvals. As of September 12, 2023, the transaction has been approved the shareholders of M3-Brigade Acquisition.

Guy P. Lander, Steven Paul McSloy, Rich Pierson, Melinda Fellner and Mary Brown of Carter Ledyard & Milburn LLP, Sylvie Welsh of Burnet, Duckworth & Palmer LLP and Felesky Flynn LLP are acting as counsel to Greenfire. John L. Robinson of Wachtell, Lipton, Rosen & Katz and Neal Ross, Emmanuel Pressman, Colena Der, Shaira Nanji, Simon Baines, Shaun Parker and Kaeleigh Kuzma of Osler, Hoskin & Harcourt LLP are acting as counsel to MBSC. BDO LLP serves as MBSC's auditor. MBSC Board engaged Peters as an independent financial advisor to the Transaction Committee to provide a fairness opinion to the Transaction Committee in connection with the Business Combination. MBSC has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and The Depository Trust Company acted as depositary to MBSC. Peters & Co., Limited acted as financial advisor and fairness opinion provider to the transaction committee. MBSC agreed to pay Peters a fee of $1,000,000.

Greenfire Resources Inc. acquired M3-Brigade Acquisition III Corp. (NYSE:MBSC) from a group of shareholders in a reverse merger transaction on September 20, 2023. The newly combined company is named Greenfire Resources Ltd. (?Greenfire? or the ?Company?). The common shares of Greenfire are expected to commence trading on the NYSE under the symbol ?GFR? on September 21, 2023. Deloitte LLP has served as auditor for Greenfire and will continue as auditor for Greenfire.