Strathcona to Buy Greenfire in $11.00-a-Share Cash Deal
The Alberta oil-and-gas companies agreed to a plan of arrangement that would fold Greenfire into Strathcona after shareholder and Competition Act clearances.
Strathcona Resources Ltd. agreed to acquire Greenfire Resources Ltd. (GFR) in an all-cash transaction of $11.00 a share, to be completed through a plan of arrangement under Alberta law.
The arrangement agreement, dated November 8, 2026, provides that Strathcona will acquire all issued and outstanding Greenfire shares and then complete a vertical short-form amalgamation of Greenfire into Strathcona. The boards of both companies determined the arrangement would be in each corporation’s best interests.
Cash consideration of $11.00 per Greenfire share is the defined price in the agreement. The transaction is structured as a section 193 arrangement under the Business Corporations Act (Alberta), with a certificate of arrangement to give effect to the deal. Greenfire shares, Greenfire incentive securities and Greenfire warrants are addressed in the arrangement, and cash consideration and a dividend payment are to be made at the effective date.
Lock-up agreements accompany the deal. Strathcona and Greenfire entered into a lock-up with a significant shareholder, who agreed to support the transactions subject to the conditions in that agreement. Strathcona also locked up Greenfire’s directors and executives, who agreed to vote their Greenfire shares in favour of the Greenfire resolution. Greenfire entered a matching lock-up with Strathcona’s directors and executives on Strathcona shares. A separate lock-up letter, dated November 8, 2026, requires covered Greenfire securityholders to vote their holdings for the arrangement, not to exercise dissent rights, and not to sell or pledge those securities without consent until the effective time or termination.
The agreement contemplates a Greenfire meeting and a Strathcona meeting, a joint circular, and court proceedings before the Court of King’s Bench of Alberta, with an interim order and a final order in the process. Competition Act approval is a condition, defined as either an Advance Ruling Certificate or, alternatively, expiry or termination of the section 123 waiting period (or a waiver of the notification requirement) together with a No Action Letter unless Strathcona waives that requirement. TSX approval is also referenced among the covenants.
CIBC World Markets Inc. is to prepare a formal valuation for Greenfire’s independent committee under MI 61-101, covering a valuation of Strathcona shares and Greenfire shares. The parties also entered a confidentiality agreement, effective October 21, 2026, with Waterous Energy Fund Management Corp.
The arrangement is subject to mutual conditions precedent and additional conditions for each side, with notice and cure provisions. Non-solicitation covenants cover acquisition proposals after the agreement date, with notification, response and right-to-match mechanics, and a termination framework that includes disposition of rights and a termination amount.
Closing will follow the Alberta arrangement process, shareholder votes, Competition Act clearance and TSX approval, after which Greenfire will amalgamate into Strathcona.
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