EX-FILING FEES 6 ea021501801ex-fee_greenfire.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM F-3

REGISTRATION STATEMENT

(Form Type)

 

GREENFIRE RESOURCES LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security
Type
  Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
(1)
   Proposed
Maximum
Offering
Price Per
Unit
   Maximum
Aggregate
Offering
Price
   Fee Rate   Amount of
Registration
Fee
   Carry
Forward
Form
Type
   Carry
Forward
File
Number
   Carry
Forward
Initial
effective
date
   Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
   Newly Registered Securities 
Fees to Be Paid  Equity  Common Shares (2)  Rule 457(c) and 457(f)   

40,918,062

              (5)  (5)       (5)                                          
Fees to Be Paid  Equity  Company Warrants (3)  Rule 457(c), 457(f) and 457(i)   5,625,456                                        
Fees to Be Paid  Equity  Common Shares issuable upon exercise of Company Warrants (4)  Rule 457(i)   5,625,456   (5)             (5)    (5)                        
                                                          
      Total Offering Amounts           $ 344,747,654.86(5)        $50,884.75                     
      Total Fees Previously Paid                     $0.00                        
      Total Fee Offsets                     $50,884.75                     
      Net Fee Due                     $0.00                     

 

 

 

 

Table 2: Fee Offset Claims and Sources

 

   Registrant
or Filer
Name
  Form
or
Filing
Type
  File
Number
  Initial
Filing
Date
  Filing
Date
  Fee
Offset
Claimed
   Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
   Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
      Fee Paid
with Fee
Offset Source
 
Rule 457(p)
Fee Offset
Claims
  Registrant  F-1  333-275129  October 23, 2023     $50,884.75(5)  Equity  Common Shares   51,237,005(6)  $344,747,654.86         
Fee Offset
Sources
  Registrant  F-1  333-275129     October 23, 2023                         $ 47,796.43 
   Registrant  Pre-Effective F-1/A  333-275129     January 19, 2024                         $ 3,088.32 

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

   
(2)

Represents common shares (“Common Shares”) in the authorized share capital of the registrant, Greenfire Resources Ltd., an Alberta corporation (the “Company”), registered for resale by the selling securityholders, consisting of up to (i) 4,177,091 Common Shares of certain selling securityholders who participated in a private placement in connection with the business combination (the “Business Combination”) pursuant to the business combination agreement, dated December 14, 2022, as amended on April 21, 2023, June 15, 2023, and September 5, 2023, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (“MBSC”), Greenfire Resources Inc. (“Greenfire”), the Company and the other parties thereto; (ii) 4,250,000 Common Shares of M3-Brigade Sponsor III LP, a Delaware limited partnership (“MBSC Sponsor”) and its transferees issued pursuant to the Business Combination in exchange for their class B common shares of MBSC, and (iii) 37,184,458 Common Shares of certain former securityholders of Greenfire (the “Greenfire Holders”), in each case that remain unsold through the date hereof. Common share purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the common share purchase rights, if any, will be reflected in the market price of the common shares.

   
(3)

Represents (i) 3,098,789 warrants to purchase Common Shares at an exercise price of $11.50 per share (“Company Warrants”) of the Greenfire Holders and (ii) 2,526,667 Company Warrants of MBSC Sponsor (collectively, the “Resale Warrants”).

   
(4)

Represents Common Shares issuable upon exercise of the Resale Warrants.

   
(5)

This registration statement registers (i) 40,918,062 Common Shares, (ii) 5,625,456 Company Warrants, and (iii) 5,625,456 Common Shares issuable upon the exercise of those Company Warrants. This registration statement was initially filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2023 as a Registration Statement on Form F-1 (File No. 333-275129) (as amended, the “Prior Registration Statement”) registering (x) 44,863,226 Common Shares, (y) 5,414,906 Company Warrants, and (z) 5,414,906 Common Shares issuable upon the exercise of those Company Warrants, at which time a filing fee of $47,796.43, computed in accordance with Rule 457 under the Securities Act, was paid. That Form F-1 was subsequently by Amendment No. 2, filed on January 19, 2024, to, among other things, register a total of (x) 45,611,549 Common Shares, (y) 5,625,456 Company Warrants, and (z) 5,625,456 Common Shares issuable upon the exercise of those Company Warrants, at which time an additional filing fee of $3,088.32, computed in accordance with Rule 457 under the Securities Act, was paid. The Registrant has terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.

 

(6)Amount excludes 5,414,906 Company Warrants that were registered but not sold on the Prior Registration Statement because, in accordance with Rule 457(g), the entire registration fee for the Company Warrants was allocated to the Common Shares underlying the Company Warrants, and no separate fee was payable for the Company Warrants.