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( MENAFN - Newsfile Corp) Calgary, Alberta--(Newsfile Corp. - December 23, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), today announced a reconstitution of Greenfire's Board of Directors (the“Board”), the termination of the amended and restated Shareholder Rights Plan dated December 7, 2024 (the“Second Rights Plan”) and the Acquisition of additional Greenfire Securities by Waterous energy Fund (“WEF”). Concurrently, Greenfire and WEF have executed an agreement (the“Investor Agreement”) under which WEF has agreed to continue the Company's Strategic Review process and withdraw its November 18, 2024 shareholder meeting requisition. Reconstituted Board of Directors Under the terms of the Investor Agreement, Matthew Perkal, Robert Logan and Jonathan Klesch have agreed to resign from the Board. The resignations of Mr. Perkal, Mr. Logan and Mr. Klesch are effective immediately. All six nominees proposed by WEF as part of its November 18, 2024 shareholder meeting requisition (Adam Waterous, Andrew Kim, David Roosth, Henry Hager, Brian Heald and David Knight Legg) will be appointed to the Board, effective immediately, with Mr. Waterous serving as Chairman of the Board. Mr. Heald and Mr. Knight Legg are considered independent directors. Tom Ebbern, who joined the Board on December 9, 2024, will remain on the Board and has been appointed Lead Director. Under the terms of the Investor Agreement, WEF has agreed to vote in favor of Mr. Ebbern at the May 6, 2025 shareholder meeting. Derek Aylesworth will remain on the Board but in accordance with the terms of the Investor Agreement will not be nominated for re-election at the May 6, 2025 shareholder meeting. WEF Acquires Additional Greenfire Securities Under the terms of the Investor Agreement, Greenfire has terminated the Second Rights Plan and WEF has agreed to withdraw its shareholder meeting requisition. All outstanding rights issued under the Second Rights Plan will be void and of no effect. Following the termination of the Second Rights Plan, WEF today acquired all the common shares and warrants of Greenfire (the“Greenfire Securities”) held by Brigade Capital Management LP and M3-Brigade Sponsor III LP (collectively,“Brigade”), increasing WEF's interest to 56.5% of the issued and outstanding common shares in the Company. The Brigade common shares were acquired by WEF at a price of US$7.83 per share. Brigade will no longer be entitled to a nominee on the Board as a result of the sale by Brigade of all its Greenfire Securities to WEF. Strategic Review Process The Company and WEF have agreed to continue Greenfire's strategic review process (the“Strategic Review”), with support from WEF through to the May 6, 2025 shareholder meeting. The Strategic Review will continue to evaluate a wide range of alternatives with a focus on enhancing value for all Greenfire shareholders. The Strategic Review will remain under the oversight of the special committee of the Board, which will be led by Mr. Ebbern, alongside Mr. Aylesworth, Mr. Heald and Mr. Knight Legg. Greenfire intends to appoint a new financial advisor to support the Strategic Review Process to replace TD Securities. About Greenfire Greenfire is an intermediate, lower-cost and growth-oriented Athabasca oil sands producer with concentrated Tier-1 assets that use steam assisted gravity drainage extraction methods. The Company is operationally focused with an emphasis on an entrepreneurial environment and a high level of employee ownership. Greenfire Common Shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol "GFR". For more information, visit greenfireres or find Greenfire on LinkedIn and X . Contact Information Greenfire Resources Ltd. 205 5th Avenue SW Suite 1900 Calgary, AB T2P 2V7 ... greenfireres FORWARD-LOOKING STATEMENTS ADVISORY This press release contains certain forward-looking statements or forward-looking information within the meaning of the United States federal securities laws and applicable Canadian securities laws (collectively, " forward-looking statements "). Forward-looking statements relate to future events or future performance. All information other than statements of historical fact are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "forecast," "strategy," "future," "opportunity," "plan," "potential," "may," "should," "will," "can," "could," "would," "will be," "to be," "to include," "to align," "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, among other things, expectations and assumptions in respect of the following matters: the intent of the Special Committee to continue to evaluate a wide range of alternatives with a focus on enhancing value for all shareholders as part of the strategic review; the timing of the conclusion of the Strategic Review; the requirement of WEF to vote for Mr. Ebbern at the 2025 annual meeting of shareholders; and the intent of Greenfire to appoint a new financial advisor. 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, including that the strategic alternatives process will result in a transaction that enhances value for shareholders; and that the proposed nominees for the 2025 annual meeting of shareholders of Greenfire will be willing or able to be nominated at such meeting. You should carefully consider all of the risks and uncertainties described in the“Risk Factors” section of the Company's annual report on Form 20-F dated March 26, 2024, which is available on SEDAR+ at and on EDGAR at and in other documents filed by Greenfire from time to time on SEDAR+ and with the United States Securities and Exchange Commission. Forward-looking statements are statements about the future and are inherently uncertain. The Company does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, the Company's securityholders should not place undue reliance on forward-looking statements. To view the source version of this press release, please visit MENAFN23122024004218003983ID1109025610 Legal Disclaimer: MENAFN provides the information “as is” without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the provider above.WEST PALM BEACH, Fla. (AP) — President-elect Donald Trump said Wednesday that he has chosen Keith Kellogg, a highly decorated retired three-star general, to serve as his special envoy for Ukraine and Russia. Kellogg, who is one of the architects of a staunchly conservative policy book that lays out an “America First” national security agenda for the incoming administration, will come into the role as Russia’s invasion of Ukraine enters its third year in February. Trump made the announcement on his Truth Social account, and said “He was with me right from the beginning! Together, we will secure PEACE THROUGH STRENGTH, and Make America, and the World, SAFE AGAIN!” Kellogg, an 80 year-old retired Army lieutenant general who has long been Trump’s top adviser on defense issues, served as national security adviser to Vice President Mike Pence , was chief of staff of the National Security Council and then stepped in as an acting security adviser for Trump after Michael Flynn resigned. As special envoy for Ukraine and Russia, Kellogg will have to navigate an increasingly untenable war between the two nations. The Biden administration has begun urging Ukraine to quickly increase the size of its military by drafting more troops and revamping its mobilization laws to allow for the conscription of troops as young as 18. The White House has pushed more than $56 billion in security assistance to Ukraine since the start of Russia’s February 2022 invasion and expects to send billions more to Kyiv before Biden leaves office in less than months. Trump has criticized the billions that the Biden administration has poured into Ukraine. Washington has recently stepped up weapons shipments and has forgiven billions in loans provided to Kyiv. The incoming Republican president has said he could end the war in 24 hours, comments that appear to suggest he would press Ukraine to surrender territory that Russia now occupies. As a co-chairman of the American First Policy Institute’s Center for American Security, Kellogg wrote several of the chapters in the group’s policy book. The book, like the Heritage Foundation’s “Project 2025,” is a move to lay out a Trump national security agenda and avoid the mistakes of 2016 when he entered the White House largely unprepared. Kellogg in April wrote that “bringing the Russia-Ukraine war to a close will require strong, America First leadership to deliver a peace deal and immediately end the hostilities between the two warring parties.” Trump's proposed national security advisor U.S. Rep. Michael Waltz (R-Fla.) tweeted Wednesday that “Keith has dedicated his life to defending our great country and is committed to bringing the war in Ukraine to a peaceful resolution.” Kellogg was a character in multiple Trump investigations dating to his first term. He was among the administration officials who listened in on the July 2019 call between Trump and Volodymyr Zelenskyy in which Trump prodded his Ukrainian counterpart to pursue investigations into the Bidens. The call, which Kellogg would later say did not raise any concerns on his end, was at the center of the first of two House impeachment cases against Trump, who was acquitted by the Senate both times. On Jan. 6, 2021, hours before pro-Trump rioters stormed the U.S. Capitol, Kellogg, who was then Pence’s national security adviser, listened in on a heated call in which Trump told his vice president to object or delay the certification in Congress of President Joe Biden ’s victory. He later told House investigators that he recalled Trump saying to Pence words to the effect of: “You’re not tough enough to make the call.” Baldor reported from Washington. AP writer Eric Tucker in Washington contributed to this report.None
REFORM, Ala. (AP) — A federal judge ruled that the family of former NFL player Glenn Foster Jr., who died in law enforcement custody in Alabama, can pursue a lawsuit alleging his death was the result of excessive force. Foster, a former New Orleans Saints defensive end, died on Dec. 6, 2021, three days after being arrested and taken to jail in rural Pickens County for alleged speeding and attempting to elude police. A judge ordered Foster taken to a medical facility in Tuscaloosa for a mental evaluation. Foster was found unresponsive in the back of a law enforcement vehicle when he arrived at the facility. He was pronounced dead about 30 minutes later. His widow, Pamela Foster, filed a lawsuit against officers at the Pickens County Sheriff’s Office and jail saying Foster had been beaten, shocked with a Taser and strangled while at the jail. The defendants then asked a federal judge to dismiss the case. U.S. District Judge Annemarie Carney Axon ruled Thursday refused to dismiss allegations of excessive force and failure to intervene. Axon dismissed other portions of the lawsuit. The ruling came a day before the third anniversary of Foster’s death. Foster appeared in 17 games for the Saints in 2013 and 2014.DURHAM, N.C. — Duke's Cooper Flagg knows what's coming from older and stronger defenders. So too does Auburn coach Bruce Pearl when it comes to the pressure facing his frontcourt star, Johni Broome. On Wednesday night, the two preseason Associated Press All-Americans headlined a heavyweight matchup worthy of March, though from very different positions: Flagg as the 17-year-old touted freshman mentioned as a possible No. 1 overall NBA draft pick long before showing up on campus, Broome as the 22-year-old fifth-year senior who started his career at a mid-major. Yet they're each shouldering the burden of top billing on a team with national title aspirations, all on display as the ninth-ranked Blue Devils beat the second-ranked Tigers 84-78 in the ACC/SEC Challenge. The 6-foot-9, 205-pound Flagg finished with a game-high 22 points and 11 rebounds with four assists, three steals and two blocks. The 6-10 240-pound Broome had 20 points, 12 rebounds and three assists before fouling out late. They didn't match up directly, but remained the gravitational force at the center of everything — from offensive plans to collapsing defenses — all the same. For Flagg, it was sign of big-game growth after late stumbles in losses to Kentucky and Kansas, along with handling the physical play of the Tigers. "That's something I'm going to start to see more and more," Flagg said. "It's definitely going to be a game plan for the other team, just to try and be physical with me. I think that's something that I've been dealing with since I was in sixth, seventh grade. People look at me and think they can just out-tough me, be more physical with me, and it would take me out the game. "But I've just got to keep playing through it, keep learning how to use that against them and just keep getting better." He did that against the veteran-laden Tigers, scoring 16 points and drawing seven fouls while getting to the line nine times after halftime. He felt several of those, too, such as Chaney Johnson's off-ball bump that knocked him to the hardwood midway through the second half and left him wincing. "I told him all week: 'They're going at you the whole time,'" junior teammate Tyrese Proctor said. "They had a couple of dirty plays. I just told him to keep his head composed and poised and just trust himself." Flagg pushed through regardless and showed some of his smooth moves, particularly in the second half. A dribble drive into the lane for a fallaway jumper over 6-11 big man Dylan Cardwell; pouncing on a defensive switch to drive and easily score over 6-4 guard Denver Jones; a spinning drop-step score in the paint while being fouled, leaving Pearl staring at officials and pointing to the Tigers' end of the court about an earlier no-call. Flagg also had no turnovers in his 37 minutes, a reversal after losing late turnovers in the losses to the Wildcats and Jayhawks. "To be able to coach him, he never fights you," Duke coach Jon Scheyer said. "He just never fights you. In a game, you can get on him. In practice he's always wanting to get better and in every aspect of his game. "I've always felt like Cooper's a one-time guy. He needs to experience something one time to get adjusted." As for Broome, he was coming off a dominating run through the Maui Invitational that made him the AP men's college basketball national player of the week Tuesday. Auburn also jumped two spots in Monday's latest AP Top 25, erasing nearly all of top-ranked Kansas' previous margin on the No. 2-ranked team. And that made the Tigers just the second top-2 nonconference team to play in Cameron Indoor Stadium since 1965 and first since top-ranked Michigan's "Fab Five" lost here December 1992 — exactly 32 years ago Thursday. Broome, who played his first two college seasons at Morehead State, offered matchup concerns with his ability to handle the ball on the perimeter, alter shots and attack the glass. And he was unbothered by the hostility of Duke's famously rambunctious "Cameron Crazies" fans, staring at them through much of pregame warmups with a grin and even laughing multiple times. He didn't shoot well early (2 for 9 in the first half) but started thriving in the pick-and-roll after halftime with Duke's defense stretched by Auburn's 3-point shooters. He nearly had a double-double in the second half (15 points, nine rebounds), including when he finished at the rim through Mason Gillis' foul and knocked Gillis to the ground — then gave him a lengthy stare as he stood over him. Broome led the Tigers until fouling out with 15 seconds left with Blue Devils fans starting to chant "Our house! Our house!" to mark another home win in their famed arena. He never flinched, even in the face of Auburn's first loss. "I think he's handled (the pressure) really well," Pearl said. "One of the reasons our team has played well so far this year is Johni's been a tremendously consistent player. Clearly a (national) player of the year candidate. If our team continues to win, he's our best player. ... He's able to do it on both ends, and he's able to do it inside and out."
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