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[SCHEDULE 13D/A] Greenfire Resources Ltd. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

Greenfire Resources (GFR): Schedule 13D/A (Amendment No. 3) filed by Waterous-affiliated entities reports beneficial ownership of 50,657,936 securities, representing 69.48% of the class, based on 70,256,512 Common Shares outstanding as of November 6, 2025. The holding comprises 48,003,757 Common Shares and 2,654,179 common share purchase warrants.

On November 10, 2025, Waterous Energy Fund Management Corp., as manager for certain WEF III partnerships, agreed to private purchases at CAD$6.55 per share: 3,296,730 shares from Mantiqueira Overseas Fund Ltd. for CAD$21,593,581.50; 1,157,749 shares from Sona Credit Master Fund Limited, Sona Blue Peak, Ltd. and Sunrise Partners Limited Partnership for CAD$7,583,255.95; and 4,249,000 shares from Encompass Capital Advisors LLC for CAD$27,830,950.00.

The filing restates voting and dispositive power as shared for the reported amount and notes no other transactions in the past 60 days aside from these agreements.

Positive
  • None.
Negative
  • None.

Insights

Waterous reports a controlling-level stake with new block purchases.

Waterous discloses beneficial ownership of 50,657,936 securities, or 69.48% of Greenfire Resources, anchored to November 6, 2025 outstanding shares. The position includes 48,003,757 common shares and 2,654,179 warrants, indicating both current equity and potential future issuances via warrant exercise.

On November 10, 2025, Waterous agreed to three private block purchases at CAD$6.55 per share, from Mantiqueira (3,296,730), Sona-affiliated holders (1,157,749), and Encompass (4,249,000), with stated aggregate considerations in both CAD and USD.

This is primarily a disclosure event. Actual market impact depends on subsequent ownership changes or warrant exercises; the document lists shared voting and dispositive power for the reported amount.






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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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 48,003,757 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:11/12/2025
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:11/12/2025
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:11/12/2025
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:11/12/2025
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:11/12/2025
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:11/12/2025
WEF III GP (Canadian) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/12/2025
WEF III GP (US) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/12/2025
WEF III GP (International) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/12/2025
WEF III GP (Canadian FI) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/12/2025
WEF III GP (International FI) Corp.
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous, CEO and Managing Partner
Date:11/12/2025
Adam Waterous
Signature:/s/ Adam Waterous
Name/Title:Adam Waterous
Date:11/12/2025

FAQ

What stake in Greenfire Resources (GFR) did Waterous report?

Waterous reported beneficial ownership of 50,657,936 securities, representing 69.48% of the class.

How many shares were outstanding for GFR used in the calculation?

The percentage is based on 70,256,512 Common Shares outstanding as of November 6, 2025.

What did Waterous buy on November 10, 2025 and at what price?

Agreements to buy at CAD$6.55 per share: 3,296,730 shares (Mantiqueira), 1,157,749 (Sona-affiliated), and 4,249,000 (Encompass).

What is the composition of Waterous’s reported holdings in GFR?

Holdings include 48,003,757 Common Shares and 2,654,179 common share purchase warrants.

Does the filing indicate who holds voting and dispositive power?

Yes. It lists shared voting and dispositive power over the 50,657,936 reported securities.

Were there other GFR share transactions by Waterous in the last 60 days?

The filing states no transactions in the past 60 days other than the November 10, 2025 agreements.
Greenfire Resources Ltd

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