Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Greenfire Resources Ltd.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
39525U107
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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 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).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Jonathan Klesch | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United Kingdom | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 5,499,506 Common Shares | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 5,499,506 Common Shares | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,499,506 Common Shares | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 8.6%(1) | |
| 12. | TYPE OF REPORTING PERSON |
| IN | |
| (1) | Calculations of the beneficial ownership percentage are based on 68,642,515 Common Shares outstanding as of September 20, 2023, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 27, 2023, and includes 435,938 Common Shares underlying warrants currently exercisable. |
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| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Spicelo Limited | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cyprus | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE VOTING POWER |
| 5,499,506 Common Shares | |
| 6. | SHARED VOTING POWER |
| 0 | |
| 7. | SOLE DISPOSITIVE POWER |
| 5,499,506 Common Shares | |
| 8. | SHARED DISPOSITIVE POWER |
| 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,499,506 Common Shares | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 8.6%(1) | |
| 12. | TYPE OF REPORTING PERSON |
| CO | |
| (1) | Calculations of the beneficial ownership percentage are based on 68,642,515 Common Shares outstanding as of September 20, 2023, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 27, 2023, and includes 435,938 Common Shares underlying warrants currently exercisable. |
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Item 1(a). Name of Issuer:
Greenfire Resources Ltd. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
1900 - 205 5th Avenue SW
Calgary, Alberta T2P 2V7
Item 2. (a) Name of Persons Filing:
(b) Address of Principal Business Office or, if None, Residence:
(c) Citizenship:
The following entity and individuals, listed below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”:
Jonathan Klesch
Citizenship: United Kingdom
Spicelo Limited
Citizenship: Cyprus
The principal business address of each of the Reporting Persons is Megalou Alexandrou 17, Aglantzia 2121, Nicosia, Cyprus.
Item 2(d). Title of Class of Securities:
Common shares, no par value (the “Common Shares”)
Item 2(e). CUSIP Number:
39525U107
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Item 3. If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | ☐ | Insurance company defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | ☐ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ☐ | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. Ownership.
(a) Amount beneficially owned:
As of the close of business on January 31, 2024:
| (i) | Spicelo Limited (“Spicelo”) beneficially owned 5,935,444 Common Shares, including 435,938 Common Shares underlying warrants currently exercisable. Spicelo holds securities for Mr. Jonathan Klesch (the “Reporting Person”). The Common Shares and Warrants held by Spicelo Limited are subject to a Limited Recourse Guarantee and Securities Pledge Agreement dated July 21, 2022 entered into by Spicelo Limited in favor of certain lenders to a group of entities unrelated to the Issuer that are, together with Spicelo, currently undergoing insolvency proceedings in Canada. In such insolvency proceedings, such lenders have sought to enforce against, and seize, the Common Shares and Warrants held by Spicelo. Such lenders have taken the position that if the Common Shares and Warrants held by Spicelo are transferred to the lenders such lenders will not be bound by the terms of Spicelo’s Lock-Up Agreement. |
| (ii) | Jonathan Klesch may be deemed to beneficially own the Common Shares beneficially owned by Spicelo. |
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: January 31, 2024
| Jonathan Klesch | ||
| By: | /s/ Jonathan Klesch | |
| Spicelo Limited | |||
| By: | /s/ Ioannis Charalambides | ||
|
Name: |
Ioannis Charalambides |
||
| Title: | Director | ||
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Greenfire Resources Ltd. dated January 31, 2024, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: January 31, 2024
| Jonathan Klesch | ||
| By: | /s/ Jonathan Klesch | |
| Spicelo Limited | |||
| By: | /s/ Ioannis Charalambides | ||
|
Name: |
Ioannis Charalambides |
||
| Title: | Director | ||
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