Greenfire Resources (GFR) SC 13DGreenfire Resources / WATEROUS ENERGY FUND III ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Greenfire Resources Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

39525U107

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Christopher M. Barlow, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West

New York, New York 10001
Tel.: (212) 735-3972

November 8, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Statement on Schedule 13D (the “Schedule 13D”) relates to the common shares (the “Common Shares”) of Greenfire Resources Ltd. (the “Issuer”), an Alberta corporation, whose principal executive offices are located at Suite 1900, 205 5th Avenue SW, Calgary, Alberta T2P 2V7.

Each of the following persons is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The WEF Manager, in its capacity as manager of and on behalf of WEF Canada, WEF US, WEF International, WEF Canada II, and WEF International II (collectively, the “WEF LPs”), may be deemed to have voting and investment power over the Issuer’s securities beneficially owned by the WEF LPs.

The address of the principal office of the WEF Manager, the WEF LPs, and the WEF General Partners is Suite 600, 301 8th Avenue SW, Calgary Alberta CA T2P 1C5.

The principal business of the WEF Manager and the WEF LPs is that of a private equity firm specializing in the energy sector. The WEF General Partners are in the business of acting as general partners of the respective WEF LPs.

Set forth on Annex A attached hereto is a listing of the directors and executive officers of the WEF Manager, the WEF LPs, and the WEF General Partners (collectively, the “Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Annex A, each of the Covered Persons is not a citizen of the United States of America. Except as otherwise disclosed herein, none of the Covered Persons beneficially own securities of the Issuer.

On November 8, 2024, the WEF LPs acquired (i) 19,571,539 Common Shares for USD$8.05 per share, representing an aggregate purchase price of USD$157,453,938.81, from Allard Services Limited, an Isle of Man corporation controlled by Julian McIntyre, a director of the Issuer, pursuant to a private share purchase agreement dated September 16, 2024 (the “Allard Agreement”), (ii) 6,899,406 Common Shares for USD$8.05 per share, representing an aggregate purchase price of USD$55,506,041.20, from Annapurna Limited, an Isle of Man corporation controlled by Venkat Siva, a director of the Issuer, pursuant to a private share purchase agreement dated September 16, 2024 (the “Annapurna Purchase Agreement”), and (iii) 3,517,909 Common Shares for USD$8.05 per share, representing an aggregate purchase price of USD$28,301,741.03, from Modro Holdings LLC, a Delaware corporation, pursuant to a private share purchase agreement dated September 16, 2024 (the “Modro Agreement” and, together with the Allard Agreement and Annapurna Agreement, the “Purchase Agreements”).

The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the Purchase Agreements, which have been filed as exhibits to this Schedule 13D and are incorporated herein by reference.

Pursuant to the Purchase Agreements, the WEF LPs acquired beneficial ownership of an aggregate of 29,988,854 Common Shares, for an aggregate purchase price of approximately USD$241,261,721.04. As a result of these transactions, the WEF Manager, in its capacity as manager, acquired beneficial ownership of the Common Shares beneficially owned by the WEF LPs and WEF General Partners.

The information in Item 3 and Item 6 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may engage in discussions with the Issuer’s senior management, the board of directors of the Issuer, shareholders and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore material changes to the business plan or capitalization of the Issuer. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Shares or other securities of the Issuer, dispose of some or all of the Common Shares or other securities of the Issuer that they may own from time to time, or enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting beneficial ownership of the Common Shares, in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

The information in Item 3 of this Schedule 13D is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024

ANNEX A

EXECUTIVE OFFICERS AND DIRECTORS OF THE WEF MANAGER, THE WEF LPS, AND THE WEF GENERAL PARTNERS

Business Address: 301 8th Avenue SW, Suite 600 Calgary Alberta CA T2P 1C5.