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Greenfire Resources Inc. - Tender Offer - Results

Results of Greenfire Tender Offer for Any and All of its 12.000% Senior Secured Notes due 2025

18 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"As of the Expiration Time, according to information provided by DF King & Co., Inc., the information agent and the tender agent for the Tender Offer, a total of $217,934,000 aggregate principal amount of the Notes, or 99.99954% of the aggregate principal amount outstanding, had been validly tendered and not validly withdrawn in the Tender Offer. These amounts exclude $67,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents, the deadline for which is September 19, 2023. The obligation of the Company to accept the Notes tendered and to pay the consideration for the Notes is subject to satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents.


In accordance with the terms of the Tender Offer, the Company now expects to pay the purchase price (the "Purchase Price") for the Notes validly tendered and accepted for purchase, including those tendered pursuant to the guaranteed delivery procedures, on September 20, 2023 (the "Settlement Date"). The Purchase Price to be paid for the Notes is $1,065.00 for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date. For avoidance of doubt, interest on the Notes will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer. All Notes purchased on the Settlement Date will subsequently be retired.


The Company intends to use the net cash proceeds from its previously announced senior secured notes offering to pay the Purchase Price, plus accrued interest to, but excluding, the Settlement Date, for all Notes that the Company purchases pursuant to the Tender Offer.


Concurrently with the commencement of the Tender Offer on September 5, 2023, the Company issued a conditional notice of redemption for an aggregate amount of Notes equal to $217,935,000 less the aggregate principal amount of Notes tendered and accepted in the Tender Offer. The redemption date is expected to occur on October 5, 2023. In the Company's discretion, the redemption may not occur and the redemption notice may be rescinded in the event certain conditions as set forth in the Offer Documents shall not have been satisfied by the redemption date."


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Greenfire Announces Tender Offer for its 12.000% Senior Secured Notes due 2025 - (CUSIP Nos. 36136L AA2 / C7054L AA8; ISIN US36136LAA26 / USC7054LAA82)

05 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"NEW YORK, Sept. 5, 2023 /PRNewswire/ -- Greenfire Resources Inc. (formerly GAC HoldCo Inc.), an Alberta corporation (the "Company," "we," "us" or "our"), today announced the commencement of a cash tender offer (the "Tender Offer") for any and all of its outstanding 12.000% senior secured notes due 2025 (the "Notes"), on the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase"), dated the date hereof, and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the "Notice of Guaranteed Delivery"). As of September 5, 2023, there was $217,935,000 aggregate principal amount of Notes outstanding. The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the "Offer Documents."


The tender offer consideration for each $1,000 principal amount of the Notes purchased pursuant to the Tender Offer will be $1,065.00 (the "Tender Offer Consideration"). Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Time (as defined below) in order to be eligible to receive the Tender Offer Consideration. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date (as defined in the Offer to Purchase) for the Notes. We expect the Payment Date to occur on September 18, 2023.


The Tender Offer will expire at 5:00 p.m., New York City time, on September 15, 2023 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase."


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"Concurrently with the commencement of the Tender Offer, the Company issued a conditional notice of redemption for an aggregate amount of Notes equal to $217,935,000 less the aggregate principal amount of Notes tendered and accepted in the Tender Offer. The redemption price for the Notes is 106.000% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, through October 4, 2023. The redemption date is expected to occur on October 5, 2023 and the amount of 2025 Notes being redeemed will be reduced by the amount of 2025 Notes purchased in the Tender Offer. The redemption of the Notes is subject to the Financing Condition. In the Company's discretion, the redemption may not occur and the redemption notice may be rescinded in the event such condition shall not have been satisfied by the redemption date. The Company may also, in its sole discretion, extend the Expiration Time. "


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