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.
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.
Guy P. Lander, Steven Paul McSloy, Rich Pierson, and Melinda Fellner, counsel Mary Brown of Carter Ledyard & Milburn LLP, Burnet, Duckworth & Palmer LLP and Felesky Flynn LLP are acting as counsel to Greenfire. 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.