CALGARY,
AB, and NEW YORK,
Dec. 15,
2022 /PRNewswire/ -- Greenfire Resources Inc.
("Greenfire"), a Calgary-based energy company focused on the
sustainable production and development of thermal energy resources
from the Athabasca region of
Alberta, Canada, and M3-Brigade
Acquisition III Corp. (NYSE: MBSC), a New York Stock Exchange
listed special purpose acquisition company ("MBSC"), announced
today that they have entered into a definitive agreement for a
business combination (the "Business Combination") that values
Greenfire at US$950 million. The closing of the Business
Combination is expected to occur in Q2 2023 and upon closing
Greenfire Resources Ltd. ("GRL" or the "Combined
Company") will become the parent of both Greenfire and
MSBC. GRL is a newly created corporation incorporated under
the laws of the province of Alberta to participate in the Business
Combination. Following completion of the Business Combination, GRL
is expected to continue to be managed by Greenfire's current
executive team. The Combined Company will remain focused on
optimizing Greenfire's existing production and facilities, with the
objective of further enhancing its cash operating netbacks and free
cash flow per barrel, with the intention to return capital to its
stakeholders over time.
Greenfire's Assets and Strategy
Greenfire currently has two producing oil sands assets,
Hangingstone Expansion and Hangingstone Demo, with current net
consolidated production of approximately 22,000 barrels per day
(bbls/d) of bitumen. Greenfire owns a 75% working interest in
Hangingstone Expansion, which is a Steam Assisted Gravity Drainage
("SAGD") bitumen production facility with current gross production
of approximately 24,000 bbls/d, located 50 kilometers to the
southwest of Fort McMurray, Alberta,
Canada. Greenfire also owns a 100% working interest in
Hangingstone Demo, which is a SAGD bitumen production facility with
current production of approximately 4,000 bbls/d, located five
kilometers to the northwest of Hangingstone Expansion. The
Hangingstone Expansion and Hangingstone Demo facilities both
produce from the same tier one SAGD reservoir in the McMurray
Formation.
Greenfire plans to sustainably increase production at
Hangingstone Expansion and Hangingstone Demo by optimizing each
site's existing surface infrastructure and operating conditions,
while employing a safe, efficient, and capital-disciplined
operating approach. Greenfire's current capital plans include
projects designed to debottleneck the Hangingstone Expansion
facility to a gross capacity of 35,000 bbls/d and the Hangingstone
Demo facility to a capacity of 7,500 bbls/d. Greenfire expects that
these surface facility debottlenecking plans, combined with the
implementation of industry proven well optimization techniques to
maximize production per well from its tier one reservoir, could
lead to a material increase in production and profitability, as
well as a step change reduction in the carbon intensity per
produced barrel of bitumen across both facilities.
Concurrent with Greenfire's near-term production growth plans
via surface facility debottlenecking, the Combined Company expects
to continue to prioritize the deleveraging of its balance sheet.
The Combined Company intends to return capital to its
stakeholders over time, subject to the prevailing commodity price
environment. GRL also intends to continue to evaluate additional
opportunities for further production growth, including external
acquisitions where GRL believes it can generate operational value
in a transaction that is accretive to its shareholders.
"Greenfire has successfully assembled some of the highest
quality oil sands assets in the industry and solidified our
position as a leading intermediate oil sands developer. Supporting
the safe, responsible, and efficient development of our world-class
assets is an incredible team of dedicated and talented people,"
said Robert Logan, President and
Chief Executive Officer of Greenfire. "The investment by MBSC is a
strong vote of confidence in our plan to deliver profitable growth
as we focus on maximizing shareholder and stakeholder value."
"We are excited to partner with the Greenfire team to support
their growth and success," said Mohsin Y.
Meghji, the Executive Chairman of MBSC. "The Greenfire
team has meaningful experience managing Canadian oil sands assets
and we are excited to be able to provide MBSC investors with the
opportunity to invest in Greenfire at this valuation."
Matthew Perkal, Chief Executive
Officer of MBSC added: "Greenfire's producing fields have strong
growth prospects as the Company is debottlenecking its operations
and increasing production by a meaningful amount. The need
for continued oil production in the
United States and Canada is
clear and we expect that Greenfire's proven reserves and track
record for success will create long-term growth opportunities for
the Company."
Business Combination Details
The Business Combination, which was unanimously recommended and
approved by the boards of directors of both Greenfire and MBSC,
values Greenfire at a US$950 million
total enterprise value. This includes Greenfire's debt, net of
cash, of US$170 million. The
post-money equity value of the Combined Company is expected to be
US$780 million, assuming
approximately 67% redemptions of MBSC common stock, and
US$730 million, assuming
100% redemptions of MBSC common stock. "Total enterprise
value" and "post-money equity value" are described in the tables
below.
The definitive agreement entered into with respect to the
Business Combination contemplates that both a plan of arrangement
(the "Arrangement") under the Business Corporations Act
(Alberta) and a merger under the
laws of the State of Delaware will
be required to complete the Business Combination transactions. 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.
Financing commitments comprised of approximately US$50 million of common equity and US$50 million of convertible notes (the
"Transaction Financing") are being provided as part of the Business
Combination. The Transaction Financing will only be drawn if
redemptions exceed US$203 million,
and then only to extent it is required to generate net minimum cash
of US$100 million. The US$100 million of cash raised will be used to
fund US$75 million of Greenfire
shareholder distributions pursuant to the Business Combination with
the balance of US$25 million being
used for transaction expenses.
The common shares to be issued pursuant to the Transaction
Financing will be issued at a price of US$10.10 per share. The convertible notes to be
issued pursuant to the Transaction Financing will bear interest at
a rate of 9.0% per annum to be paid quarterly and will have a
maturity date of five years from the issue date. The convertible
notes will be convertible into common shares of GRL at a price of
US$13.00 per share (subject to
adjustment in certain circumstances). The convertible notes will be
redeemable at the option of the Company at any time upon payment of
the principal and accrued and unpaid interest owing on the
convertible notes; provided that if the Combined Company exercises
its option to redeem the convertible notes at any time prior to the
date that is 18 months from the maturity date there will be a
premium payable by the Company in addition to the principal and
accrued and unpaid interest on the convertible notes to be
redeemed. The premium payable on redemption will depend on the date
of redemption. The trustee under the trust indenture for
Greenfire's existing 12.0% senior secured notes due August 2025 (the "Senior Secured Notes"), with
the support of a simple majority of existing Senior Secured Note
holders, has agreed to amendments to the existing indenture
pursuant to a supplemental indenture. These amendments provide for
the Business Combination and Transaction Financing to proceed and
substantially maintains the existing terms for Senior Secured Notes
due August 2025 for the Combined
Company. There is presently approximately US$218 million of principal outstanding under the
Senior Secured Notes.
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
Business Combination, assuming a share price of US$10.10 for the Combined Company, if
approximately 33% or 9.9 million shares of MBSC common stock are
not redeemed in connection with the consummation of the Business
Combination. The percentage ownership of Greenfire's existing
shareholders of the common shares of the Combined Company expected
to be outstanding on closing of the Business Combination, assuming
a share price of US$10.10 for the
Combined Company, will be approximately 87% if 100% of MBSC's
shareholders redeem their common stock holdings of MBSC in
connection with the consummation of the Business Combination.
No portion of the Transaction Financing is anticipated to be
used to fund Greenfire's operations. Greenfire anticipates that
future operating costs and capital expenditures of the Combined
Company will be internally funded from its cash flow from
operations.
The tables below provide an overview of the sources and uses of
the proceeds from the Business Combination and the pro forma
capitalization of GRL assuming 100% redemptions by MBSC
shareholders:
GRL – Business Combination Sources and Uses; Pro Forma
Capitalization Assuming 100% Redemptions by MBSC
Shareholders
($ in millions and USD, share counts in
millions)
|
|
|
|
|
|
|
|
|
|
|
Sources
|
|
|
Uses
|
|
|
Existing Greenfire
Shareholders
|
$637
|
|
Existing Greenfire
Shareholders
|
|
$637
|
Rollover Net Debt
(1)
|
170
|
|
Rollover Net
Debt
|
|
170
|
PIPE - New Convertible
Notes
|
50
|
|
Cash to Existing
Shareholders
|
|
75
|
PIPE - Common
Equity
|
50
|
|
Transaction Fees &
Expenses
|
|
25
|
Cash-in-Trust
|
–
|
|
Founder
Shares
|
|
43
|
Founder
Shares
|
43
|
|
|
|
|
Total Sources
|
$950
|
|
Total Uses
|
|
$950
|
|
|
|
|
|
|
Pro Forma Capitalization
(2)
|
|
|
Pro Forma Ownership
|
Shares
|
%
|
Total Common Shares
Outstanding
|
72.3
|
|
Existing Greenfire
Shareholders
|
63.1
|
87 %
|
Share Price
|
$10.10
|
|
Common Equity
PIPE
|
5.0
|
7 %
|
Post-Money Equity Value
|
$730
|
|
Founder
Shares
|
4.3
|
6 %
|
(+) Existing Net Debt
(1)
|
$170
|
|
Non-Redeeming
Shareholders
|
–
|
–
|
(+) New Convertible
Notes
|
50
|
|
|
|
|
Total Enterprise Value
|
$950
|
|
Total Common Shares
|
72.3
|
100 %
|
|
|
|
|
|
|
(1) Assumes net debt at closing of $170 million as
agreed upon by the parties.
|
(2) Capitalization table assumes a $10.10 share price
and therefore excludes all out-of-the-money warrants which have a
strike price of $11.50 per share. New $50 million notes are
convertible at $13.00 per share.
|
The tables below provide an overview of the sources and uses of
the Business Combination and the pro forma capitalization of GRL
assuming approximately 67% redemptions (approximately 33% of shares
not redeemed) by MBSC shareholders:
GRL – Business Combination Sources and Uses; Pro Forma
Capitalization Assuming 67% Redemptions by MBSC
shareholders
($ in millions and USD, share counts in
millions)
|
|
|
|
|
|
|
|
|
|
|
Sources
|
|
|
Uses
|
|
|
Existing Greenfire
Shareholders
|
$630
|
|
Existing Greenfire
Shareholders
|
|
$630
|
Rollover Net Debt
(1)
|
170
|
|
Rollover Net
Debt
|
|
170
|
PIPE - New Convertible
Notes
|
–
|
|
Cash to Existing
Shareholders
|
|
75
|
PIPE - Common
Equity
|
–
|
|
Transaction Fees &
Expenses
|
|
25
|
Cash-in-Trust
|
100
|
|
Founder
Shares
|
|
51
|
Founder
Shares
|
51
|
|
|
|
|
Total Sources
|
$950
|
|
Total Uses
|
|
$950
|
|
|
|
|
|
|
Pro Forma Capitalization
(2)
|
|
|
Pro Forma Ownership
|
Shares
|
%
|
Total Common Shares
Outstanding
|
77.2
|
|
Existing Greenfire
Shareholders
|
62.3
|
81 %
|
Share Price
|
$10.10
|
|
Common Equity
PIPE
|
–
|
–
|
Post-Money Equity Value
|
$780
|
|
Founder
Shares
|
5.0
|
6 %
|
(+) Existing Net Debt
(1)
|
$170
|
|
Non-Redeeming
Shareholders
|
9.9
|
13 %
|
(+) New Convertible
Notes
|
–
|
|
|
|
|
Total Enterprise Value
|
$950
|
|
Total Common Shares
|
77.2
|
100 %
|
|
|
|
|
|
|
(1) Assumes net debt at closing of $170 million as
agreed upon by the parties.
|
(2) Capitalization table assumes a $10.10 share price
and therefore excludes all out-of-the-money warrants which have a
strike price of $11.50 per share.
|
MBSC's sponsor, M3-Brigade Sponsor III LP, will be permitted to
designate one director to the board of directors of GRL, subject to
certain minimum ownership thresholds, following completion of the
Business Combination.
MBSC's sponsor and significant shareholders of Greenfire and
members of Greenfire management have agreed to a six-month lock-up
on GRL common shares and warrants, subject to certain share price
milestones.
The Business Combination was unanimously recommended and
approved by the boards of directors of both Greenfire and MBSC.
Shareholders holding approximately 84% of the aggregate voting
power of Greenfire have executed support agreements whereby they
agreed to vote in favor of the Business Combination.
About Greenfire Resources
Greenfire is currently an intermediate sized and low-cost oil
sands producer focused on responsible energy development in
Canada, with its registered office
located in Calgary, Alberta.
Greenfire remains an operationally focused company with an emphasis
on an entrepreneurial environment and employee ownership. Greenfire
continues to see a range of attractive investment opportunities in
the oil and gas sector in Canada.
About M3-Brigade Acquisition III Corp.
M3-Brigade Acquisition III Corp. is a special purpose
acquisition company listed on the New York Stock Exchange under the
trading symbol "MBSC" organized by the founders and senior
executives of M3 Partners, LP and Brigade Capital Management, LP
for the purpose of effecting a merger, stock purchase or similar
business combination with one or more businesses.
Advisors
Carter Ledyard & Milburn LLP,
Burnet, Duckworth & Palmer LLP and Felesky Flynn LLP are acting
as counsel to Greenfire. Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP are acting as
counsel to MBSC. BDO LLP serves as MBSC's auditor.
Forward-Looking Statements
This press release may contain certain forward-looking
statements within the meaning of the
United States federal securities laws and applicable
Canadian securities laws. These forward-looking statements
generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar
expressions. In addition to other forward-looking statements
herein, there are forward-looking statements in this press release
relating to the following matters: the expected terms and
conditions of closing the Business Combination; the expected timing
for closing the Business Combination; the expectation that the
Combined Company will continue to be managed by Greenfire's current
executive team; the intent that GRL will remain focused on
optimizing Greenfire's existing production and facilities, with the
objective of further enhancing its cash operating netbacks and free
cash flow per barrel; the intention to return capital to GRL
stakeholders over time; Greenfire's plans to sustainably increase
production at Hangingstone Expansion and Hangingstone Demo by
optimizing each site's existing surface infrastructure and
operating conditions; the intent of GRL to continue to employ a
safe, efficient, and capital-disciplined operating approach; the
expectation that Greenfire's current capital plans will
debottleneck the Hangingstone Expansion facility to a gross
capacity of 35,000 bbls/d and the Hangingstone Demo facility to a
capacity of 7,500 bbls/d; Greenfire's expectation that surface
facility debottlenecking plans, combined with the implementation of
industry proven well optimization techniques could lead to a
material increase in production and profitability, as well as a
step change reduction in the carbon intensity per produced barrel
of bitumen across both facilities; the intent to continue to
prioritize the deleveraging of the Combined Company's balance
sheet; the intent to return capital to GRL's stakeholders over
time; GRL's intent to continue to evaluate additional opportunities
for further production growth, including external acquisitions
where Greenfire believes it can generate operational value in a
transaction that is accretive to its shareholders; the expected pro
rata ownership of the Combined Company; the expected sources and
uses of funds related to the Business Combination; and the
anticipation that future operating costs and capital expenditures
will be internally funded from GRL's cash flow from operations.
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in
this press release, including but not limited to: (i) the
timing to complete the proposed Business Combination by MBSC's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
MBSC; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreements relating to the proposed Business
Combination; (iii) the outcome of any legal, regulatory or
governmental proceedings that may be instituted against GRL, MBSC,
Greenfire or any investigation or inquiry following announcement of
the proposed Business Combination, including in connection with the
proposed Business Combination; (iv) the inability to complete the
proposed Business Combination due to the failure to obtain approval
of MBSC's stockholders or Greenfire's securityholders or the
inability to receive court approval of the proposed plan of
arrangement in connection with the proposed Business Combination;
(v) Greenfire's and GRL's success in retaining or recruiting, or
changes required in, its officers, key employees or directors
following the proposed Business Combination; (vi) the ability of
the parties to obtain the listing of GRL's common shares and
warrants on the New York Stock Exchange upon the closing of the
proposed Business Combination; (vii) the risk that the proposed
Business Combination disrupts current plans and operations of
Greenfire; (viii) the ability to recognize the anticipated benefits
of the proposed Business Combination; (ix) unexpected costs related
to the proposed Business Combination; (x) the amount of redemptions
by MBSC's public stockholders being greater than expected; (xi) the
management and board composition of GRL following completion of the
proposed Business Combination; (xii) limited liquidity and trading
of GRL's securities; (xiii) geopolitical risk and changes in
applicable laws or regulations; (xiv) the possibility that
Greenfire or MBSC may be adversely affected by other economic,
business, and/or competitive factors; (xv) operational risks; (xvi)
the possibility that the COVID-19 pandemic or another major disease
disrupts Greenfire's business; (xvii) litigation and regulatory
enforcement risks, including the diversion of management time and
attention and the additional costs and demands on Greenfire's
resources; (xix) the risks that the consummation of the proposed
Business Combination is substantially delayed or does not occur;
(xx) risks associated with the oil and gas industry in general
(e.g., operational risks in development, exploration and
production; disruptions to the Canadian and global economy
resulting from major public health events, the Russian-Ukrainian
war and the impact on the global economy and commodity prices; the
impacts of inflation and supply chain issues and steps taken by
central banks to curb inflation; pandemic, war, terrorist events,
political upheavals and other similar events; events impacting the
supply and demand for oil and gas including the COVID-19 pandemic
and actions taken by the OPEC + group; delays or changes in plans
with respect to exploration or development projects or capital
expenditures); (xxi) the uncertainty of reserve estimates; (xxii)
the uncertainty of estimates and projections relating to
production, costs and expenses; (xxiii) health, safety and
environmental risks; (xxiv) commodity price and exchange rate
fluctuations; (xxv) changes in legislation affecting the oil and
gas industry; and (xxvi) uncertainties resulting from potential
delays or changes in plans with respect to exploration or
development projects or capital expenditures. The foregoing
list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of
MBSC's registration on Form S-1 (Registration Nos. 333-256017
and 333-260423), MBSC's quarterly report on Form 10-Q for the
quarter ended September 30, 2022
filed with the SEC on November 14,
2022, MBSC's quarterly report on Form 10-Q for the quarter
ended June 30, 2022 filed with the
SEC on August 12, 2022, MBSC's
quarterly report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 16, 2022, MBSC's annual report on Form 10-K
for the year ended December 31, 2021
filed with the SEC on April 15, 2022,
the definitive proxy statement/prospectus of GRL, when available,
including those under "Risk Factors" therein and other documents
filed by MBSC or GRL from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and GRL, MBSC and Greenfire
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither GRL, MBSC nor Greenfire
gives any assurance that either GRL, MBSC nor Greenfire will
achieve its expectations
Financial Information
The financial information and data contained in this press
release is unaudited and does not conform to Regulation S-X
promulgated under the United States Securities Act of 1933.
Accordingly, such information and data may not be included in, may
be adjusted in or may be presented differently in, the Registration
Statement to be filed with the SEC by GRL. While Greenfire's
financial statements are prepared in accordance with International
Financial Reporting Standards ("IFRS"), the financial information
and data contained in this press release have not been prepared in
accordance with IFRS. MBSC, GRL and Greenfire believe these
measures that are not defined under IFRS provide useful information
to management and investors regarding certain financial and
business trends relating to Greenfire's financial condition and
results of operations. MBSC, GRL and Greenfire believe that
the use of these non-IFRS financial measures provides an additional
tool for investors to use in evaluating projected operating results
and trends relating to Greenfire's financial condition and results
of operations. These non-IFRS measures may not be indicative
of Greenfire's historical operating results, nor are such measures
meant to be predictive of future results. These measures may
not be comparable to measures under the same or similar names used
by other similar companies. Management does not consider
these non-IFRS measures in isolation or as an alternative to
financial measures determined in accordance with IFRS. This
press release also includes certain projections of non-IFRS
financial measures. Due to the high variability and difficulty
in making accurate forecasts and projections of some of the
information excluded from these projected measures, together with
some of the excluded information not being ascertainable or
accessible, Greenfire is unable to quantify certain amounts that
would be required to be included in the most directly comparable
IFRS financial measures without unreasonable effort.
Consequently, no disclosure of estimated comparable IFRS measures
is included and no reconciliation of the forward-looking non-IFRS
financial measures is included. See "Use of Projections"
paragraph below.
Use of Projections
This press release contains projected financial information with
respect to Greenfire and GRL. Such projected financial
information constitutes forward-looking information, and is for
illustrative purposes only and should not be relied upon as
necessarily being indicative of future results. The
assumptions and estimates underlying such financial forecast
information are inherently uncertain and are subject to a wide
variety of significant business, economic, competitive and other
risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective financial
information. See "Forward-Looking Statements" paragraph
above. Actual results may differ materially from the results
contemplated by the forecasted financial information contained in
this press release, and the inclusion of such information in this
press release should not be regarded as a representation by any
person that the results reflected in such forecasts will be
achieved.
Oil and Gas Terms
This press release uses the term tier one SAGD reservoir to
describe the bitumen reservoirs that Greenfire has an interest in.
The term tier one SAGD reservoir refers to SAGD reservoirs that
have no top gas, bottom water or lean zones, commonly referred to
as "thief zones". Thief zones provide an unwanted outlet for steam
and reservoir pressure. Thief zones require costly downhole pumps
and recurring pump replacements to achieve targeted production
rates, leading to higher capital and operating expenditures. Tier
one wells flow to surface with natural lift; not requiring downhole
pumps or gas lift.
Additional Information and Where to Find It
A full description of the terms of the Business Combination will
be provided in a registration statement on Form F-4 to be filed
with the Securities and Exchange Commission ("SEC") by GRL that
will include a prospectus with respect to GRL's securities, to be
issued in connection with the Business Combination and a proxy
statement with respect to the special meeting of MBSC stockholders
to vote on the Business Combination and related proposals. GRL and
MBSC urge investors, stockholders and other interested persons to
read, when available, the preliminary proxy statement/prospectus,
as well as other documents filed with the SEC, because these
documents will contain important information about the GRL, MBSC,
Greenfire and the Business Combination. After the registration
statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to stockholders of MBSC as of a record date to be
established for voting on the Business Combination. Once available,
stockholders will also be able to obtain a copy of the registration
statement on Form F-4 including the proxy statement/prospectus, and
other documents filed with the SEC without charge by directing a
request to: Greenfire Resources Inc., 1900 – 205 5th Avenue SW,
Calgary, AB T2P 2V7, and
M3-Brigade Acquisition III Corp., 1700 Broadway, 19th Floor,
New York, NY 10019. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in Solicitation
GRL, MBSC and Greenfire, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of MBSC's stockholders in respect of the Business
Combination. Information about the directors and executive officers
of MBSC is set forth in MBSC's filings with the SEC. Information
about the directors and executive officers of GRL and Greenfire and
more detailed information regarding the identity of all potential
participants, and their direct and indirect interests by security
holdings or otherwise, will be set forth in the definitive proxy
statement/prospectus for the Business Combination when available.
Additional information regarding the identity of all potential
participants in the solicitation of proxies to MBSC's stockholders
in connection with the Business Combination and other matters to be
voted upon at the special meeting, and their direct and indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement/prospectus, when it becomes
available.
No Offer or Solicitation
This press release does not constitute an offer or invitation
for the sale or purchase of securities, assets or the business
described herein or a commitment to GRL, MBSC or Greenfire, nor is
it a solicitation of any vote, consent or approval in any
jurisdiction pursuant to or in connection with the Business
Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.
Contact Information
M3-Brigade Acquisition III Corp.
c/o M3 Partners,
LP
1700 Broadway
19th Floor
New York, NY 10019
T: 212-202-2200
www.m3-brigade.com
Investor Relations
Kristin Celauro (212)
202-2223
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SOURCE M3-Brigade Acquisition III Corp.; Greenfire Resources
Inc.