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Waterous Energy Fund boosts Greenfire Resources stake to 52.58M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Greenfire Resources Ltd. saw its principal shareholder group led by Waterous Energy Fund report beneficial ownership of 52,583,991 common shares and warrants, representing 72.12% of the company’s outstanding common shares. The percentage is based on 70,256,512 common shares outstanding as of November 6, 2025.

On November 14, 2025, Waterous Energy Fund Management Corp., on behalf of affiliated limited partnerships, agreed to acquire 1,926,055 common shares of Greenfire Resources from Luxor Capital Group in a private transaction at CAD$6.65 (USD$4.74) per share, for total cash consideration of CAD$12,808,265.75 (USD$9,132,293.48) under a Securities Purchase Agreement. The reporting persons disclose shared voting and dispositive power over their entire position and report no other transactions in the issuer’s common shares during the past 60 days.

Positive

  • None.

Negative

  • None.

Insights

Waterous-led group discloses a 72.12% control stake and a new secondary share purchase.

The amendment shows a group of entities associated with Waterous Energy Fund, including Adam Waterous, beneficially owning 52,583,991 Greenfire Resources common shares and warrants, equal to 72.12% of the class. The percentage is calculated against 70,256,512 common shares outstanding as of November 6, 2025, indicating a clear majority position and effective control over shareholder votes.

On November 14, 2025, Waterous Energy Fund Management Corp., acting for several affiliated limited partnerships, agreed to buy 1,926,055 common shares from Luxor Capital Group at CAD$6.65 (USD$4.74) per share, for aggregate cash consideration of CAD$12,808,265.75 (USD$9,132,293.48). This is a secondary transaction between shareholders, so cash proceeds go to the selling holder rather than the issuer. The reporting group states it has shared voting and dispositive power over the entire 52,583,991 securities and that there were no other transactions in the last 60 days.

For investors, the key takeaway is the concentrated ownership and ongoing accumulation by the same sponsor group. Such a majority stake can strongly influence corporate decisions, board composition and strategic direction; future company disclosures may provide additional detail on how this ownership structure interacts with Greenfire’s longer-term plans.






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).






SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 49,929,812 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.


SCHEDULE 13D


Waterous Energy Fund Management Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, President
Date:11/18/2025
Waterous Energy Fund III (Canadian) LP
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner of its general partner, WEF III GP (Canadian) Corp.
Date:11/18/2025
Waterous Energy Fund III (US) LP
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner of its general partner, WEF III GP (US) Corp.
Date:11/18/2025
Waterous Energy Fund III (International) LP
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner of its general partner, WEF III GP (International) Corp.
Date:11/18/2025
Waterous Energy Fund III (Canadian FI) LP
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner of its general partner, WEF III GP (Canadian FI) Corp.
Date:11/18/2025
Waterous Energy Fund III (International FI) LP
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner of its general partner, WEF III GP (International FI) Corp.
Date:11/18/2025
WEF III GP (Canadian) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/18/2025
WEF III GP (US) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/18/2025
WEF III GP (International) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/18/2025
WEF III GP (Canadian FI) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/18/2025
WEF III GP (International FI) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/18/2025
Adam Waterous
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous
Date:11/18/2025

FAQ

How much of Greenfire Resources (GFR) does the Waterous group currently own?

The reporting persons led by Waterous Energy Fund beneficially own an aggregate of 52,583,991 Greenfire Resources common shares and warrants, representing 72.12% of the outstanding common shares based on 70,256,512 shares outstanding as of November 6, 2025.

What new transaction is disclosed in this Greenfire Resources (GFR) Schedule 13D/A amendment?

On November 14, 2025, Waterous Energy Fund Management Corp., on behalf of affiliated funds, agreed to acquire 1,926,055 Greenfire Resources common shares from Luxor Capital Group under a private Securities Purchase Agreement.

What price did Waterous pay per Greenfire Resources share in the November 14, 2025 deal?

The Purchased Shares were acquired for cash consideration of CAD$6.65 (USD$4.74 based on the November 14, 2025 exchange rate) per share.

What is the total cash consideration for the Waterous purchase of Greenfire Resources shares?

The aggregate purchase price for the 1,926,055 Purchased Shares was CAD$12,808,265.75 (USD$9,132,293.48 based on the November 14, 2025 exchange rate).

How is the 72.12% ownership stake in Greenfire Resources calculated?

The 72.12% ownership figure is based on 70,256,512 Greenfire Resources common shares outstanding as of November 6, 2025, as reported in a Form 6-K filed by the company.

Do the Waterous reporting persons have sole or shared voting power over their Greenfire Resources stake?

Each reporting person reports 0 shares with sole voting or dispositive power and 52,583,991 shares with shared voting and shared dispositive power.

Have the Waterous reporting persons made other recent trades in Greenfire Resources shares?

They state that, except for the November 14, 2025 purchase, no other transactions in Greenfire Resources common shares were effected by the reporting persons during the past 60 days.
Greenfire Resources Ltd

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