NEW
YORK, April 18, 2023 /PRNewswire/ -- M3-Brigade
Acquisition III Corp. (NYSE: MBSC) ("MBSC" or the "Company")
announced today that, upon the request of the Company's sponsor,
M3-Brigade Sponsor III LP (the "Sponsor"), its 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 April
26, 2023 until July 26, 2023 (the
"Extension"), pursuant to the Company's amended and restated
certificate of incorporation (the "Charter").
In connection with the 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. The Company's stockholders are not
entitled to vote on or redeem their shares in connection with the
Extension.
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 third.
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.
Cautionary Note Concerning Forward-Looking Statements
This communication may contain certain forward-looking
statements within the meaning of the federal securities laws with
respect to the Business Combination. 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. 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 communication, 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 Greenfire
Resources, Ltd. ("PubCo"), 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 the inability to receive approval of the proposed
plan of arrangement in connection with the proposed business
combination; (v) Greenfire's and PubCo'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 PubCo'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 PubCo
following completion of the proposed business combination; (xii)
limited liquidity and trading of PubCo'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; (xviii) the risks that the
consummation of the proposed business combination is substantially
delayed or does not occur; (xix) 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); (xx) the uncertainty of reserve
estimates; (xxi) the uncertainty of estimates and projections
relating to production, costs and expenses; (xxii) health, safety
and environmental risks; (xxiii) commodity price and exchange rate
fluctuations; (xxiv) changes in legislation affecting the oil and
gas industry; and (xxv) 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 annual report
on Form 10-K for the year ended December 31,
2022 filed with the SEC on March 31,
2023, the definitive proxy statement/prospectus of PubCo,
when available, including those under "Risk Factors" therein and
other documents filed by MBSC or PubCo 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 PubCo, 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 PubCo, MBSC nor Greenfire gives any assurance
that either PubCo, MBSC nor Greenfire will achieve its
expectations.
Contact:
M3-Brigade Acquisition III Corp.
c/o M3 Partners,
LP
1700 Broadway
19th Floor
New York, NY 10019
www.m3-brigade.com
Investor Relations
Kristin Celauro
(212) 202-2223
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SOURCE M3-Brigade Acquisition III Corp.