Greenfire Resources Announces Closing of Rights Offering

The fully subscribed C$774 million rights offering reduces Greenfire’s acquisition-related debt and leaves it with about C$570 million drawn on its credit facility.

Rhea-AI Summary

Greenfire Resources (GFR) completed its previously announced rights offering of up to C$775 million on September 15, 2026, issuing the full 114,985,163 common shares available to eligible shareholders.

Each Right entitled the holder to acquire 0.9167 of a common share at C$6.74 or US$4.81, for aggregate gross proceeds of approximately C$774 million after conversion of U.S. dollar subscriptions. Of the new shares, 114,041,317 were issued under the basic subscription privilege and 943,846 under the additional subscription privilege, which was prorated due to oversubscription. Following the offering, Greenfire has 240,413,692 common shares outstanding. Net proceeds were used to fully repay a C$575 million bridge facility and a portion of other acquisition-related debt.

Greenfire now has approximately C$570 million drawn on its C$1.0 billion reserves-based revolving credit facility, reflecting a leverage level of about 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI.

Positive

• Gross proceeds C$774 million raised through fully subscribed rights offering
• 114,985,163 new common shares issued, reaching maximum allotment under rights
• C$575 million bridge facility fully repaid with net proceeds
• Leverage about 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI
• WEF ownership stable at ~72% with 173,111,818 common shares post-offering

Negative

• Share count increases to 240,413,692 common shares outstanding, implying dilution
• C$570 million remains drawn on C$1.0 billion revolving credit facility

News Explained

The rights offering closed on September 15, 2026; WEF increased its holdings from C$90,317,640 shares to C$173,111,818 shares while remaining at 72.0% ownership on an undiluted basis, so the completed issuance did not change its percentage stake.

Market Context

Before publication, GFR had risen 4.68% to a prior close of $6.93; the completed offering added C$77...

Analysis

Before publication, GFR had risen 4.68% to a prior close of $6.93; the completed offering added C$774 million of gross proceeds and was used to repay the C$575 million bridge facility.

Key Figures

Rights offering size: C$775 million Common shares issued: 114,985,163 shares Subscription price: C$6.74 or US$4.81 per share +5 more

Rights offering size

C$775 million

Completed rights offering

Common shares issued

114,985,163 shares

Maximum allotment under the offering

Subscription price

C$6.74 or US$4.81 per share

Rights offering issuance price

Gross proceeds

C$774 million

Aggregate proceeds after conversion of U.S. dollar subscriptions

Bridge facility repaid

C$575 million

Debt repayment using net offering proceeds

Revolving credit facility

C$570 million drawn on C$1.0 billion

Reserves-based revolving credit facility

Leverage

1.2x Debt / 2027E Adjusted EBITDA

At US$70 WTI

Shares outstanding

240,413,692 shares

After completion of the rights offering

Previous Offering Reports

3 past events · Latest: Sep 16

Same Type 3 events

1. Sep 16

   Offering preliminary results

   24h Move

   -6.2%

   Preliminary oversubscription indicated maximum share issuance without standby commitment

2. Aug 07

   Rights offering terms

   24h Move

   +5.5%

   Upsized offering terms established C$775 million target and C$6.74 subscription price

3. Jul 13

   Rights offering intention

   24h Move

   +8.1%

   Company announced planned offering to repay acquisition-related bridge financing

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

rights offering, basic subscription privilege, additional subscription privilege, standby commitment, +1 more

5 terms

rights offering financial

"successful completion of its previously announced C$775 million offering of rights"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

View in glossary

basic subscription privilege financial

"114,041,317 Common Shares were issued under the basic subscription privilege"

A basic subscription privilege is a shareholder right that lets existing owners buy a proportional share of newly issued stock before it’s offered to outside buyers, helping them avoid dilution of their ownership. Think of it like a neighbor being offered first dibs on extra slices of pizza so they keep the same portion of the pie; for investors, it preserves voting power and potential future earnings per share.

additional subscription privilege financial

"943,846 Common Shares were issued under the additional subscription privilege"

An additional subscription privilege is a right given to existing investors that lets them buy extra shares or securities before they are offered to the general public. Think of it as a chance to keep your slice of a pie from shrinking when more slices are issued; it matters to investors because exercising the right can prevent ownership dilution and often allows buying at a set price that may be advantageous compared with the open market.

standby commitment financial

"the Company did not utilize the previously announced standby commitment"

A standby commitment is an agreement, usually from an investment bank or group of investors, to buy any shares that existing shareholders do not take up in a rights offering or new share sale, acting like a safety net for the issuer. Investors care because it guarantees the company will raise the intended amount of money and reduces the risk that the offering will fail or leave ownership unexpectedly diluted, similar to having an insured backup plan.

adjusted ebitda financial

"leverage level of approximately 1.2x Debt / 2027E Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Calgary, Alberta--(Newsfile Corp. - September 16, 2026) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company") is pleased to announce the successful completion of its previously announced C$775 million offering of rights (the "Rights") to all eligible Greenfire shareholders to purchase additional common shares of the Company (the "Common Shares") which expired at 4:00 p.m. (Calgary time) on September 15, 2026 (the "Rights Offering").

At the completion of the Rights Offering and pursuant to the exercise of Rights, the Company issued an aggregate of 114,985,163 Common Shares, representing the maximum allotment available to holders of Common Shares at the record date of August 17, 2026. Each Right entitled the holder thereof to acquire 0.9167 of a Common Share, with no fractional Common Shares issued. Common Shares acquired pursuant to the exercise of Rights were issued at a price of C$6.74 or US$4.81 per Common Share for aggregate gross proceeds of approximately C$774 million (after conversion of U.S. dollar subscriptions). 114,041,317 Common Shares were issued under the basic subscription privilege and 943,846 Common Shares were issued under the additional subscription privilege. As a result of the oversubscription, Common Shares subscribed for pursuant to the additional subscription privilege were subject to proration in accordance with the terms of the Rights Offering, as set forth in the Company's short form prospectus dated August 7, 2026. As the Rights Offering was fully subscribed, the Company did not utilize the previously announced standby commitment whereby certain limited partnerships comprising Waterous Energy Fund (collectively, 'WEF") agreed to acquire any Common Shares not subscribed for under the Rights Offering.

As of the date hereof, the Company has 240,413,692 Common Shares issued and outstanding.

Upon completion of the Rights Offering, the Company used the net proceeds thereof to fully repay the Company's C$575 million bridge facility and a portion of the other indebtedness incurred in connection with the Company's recent acquisition of Connacher Oil and Gas Limited. Greenfire has approximately C$570 million drawn on its C$1.0 billion reserves-based revolving credit facility, which reflects a leverage level of approximately 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI.

Immediately prior to the completion of the Rights Offering, WEF owned 90,317,640 Common Shares, representing approximately 72.0% of the issued and outstanding Common Shares, and 2,654,179 Common Share purchase warrants¹ ("Warrants") of Greenfire. Immediately after completion of the Rights Offering, WEF owns 173,111,818 Common Shares and 2,654,179 Warrants representing approximately 72.0% of the issued and outstanding Common Shares on an undiluted basis.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any securities regulatory authority.

About Greenfire

Greenfire is an oil sands producer actively developing its long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada, with its registered office in Calgary, Alberta. The Company plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth. Greenfire common shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the trading symbol "GFR". For more information, visit greenfireres.com or find Greenfire on LinkedIn and X.

Non-GAAP Measures and Ratios

Certain financial measures in this press release are non-GAAP financial measures and ratios. These measures do not have a standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures provided by other companies. These non-GAAP measures and ratios should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards.

Adjusted EBITDA

Adjusted EBITDA is used to measure profitability from the underlying asset base on a continuing basis.

Adjusted EBITDA is calculated as net income (loss) and comprehensive income (loss) before interest and financing costs, income taxes, depletion, depreciation and amortization, transaction costs, refinancing costs and is adjusted for certain non-cash items, or other items that are considered non-recurring in nature or outside of normal business operations.

Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA. For a reconciliation of Net income (loss) and comprehensive income (loss) to Adjusted EBITDA for Greenfire for the years ended December 31, 2025 and 2024, please refer to Greenfire's Management's Discussion & Analysis for the period ended December 31, 2025, which is available on the Company's SEDAR+ profile at www.sedarplus.ca, and in the Company's annual report on Form 40-F filed with the SEC, which is available on the Company's EDGAR profile at www.sec.gov.

Debt to Adjusted EBITDA

Debt to Adjusted EBITDA is a non-GAAP ratio that management uses to monitor its leverage.

Debt to Adjusted EBITDA is calculated by dividing Debt by Adjusted EBITDA for a specified period.

Forward-Looking Information

This news release contains certain "forward-looking statements" concerning anticipated future events, results, circumstances, performance or expectations with respect to the Company and its operations, including its strategy and financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "preliminary" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could". The forward-looking statements contained in this news release include, but are not limited to expected debt and leverage post-closing of the Rights Offering. Forward-looking statements are based on underlying assumptions and management's beliefs, estimates and opinions, and are subject to inherent risks and uncertainties surrounding future expectations generally that may cause actual results to vary from plans, targets and estimates. Some of the important risks and uncertainties that could affect forward-looking statements include, but are not limited to: operational, general economic, market and business conditions, regulatory developments and weather. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, the factors discussed under the heading "Risk Factors" in the Company's Annual Information Form dated March 12, 2026 which is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Company cautions readers that actual results may vary significantly from those expected should certain risks or uncertainties materialize or should underlying assumptions prove incorrect. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

Greenfire Resources Ltd.
350 7th Avenue SW
Suite 800
Calgary, AB T2P 3N9
investors@greenfireres.com
greenfireres.com

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¹ As a result of the completion of Greenfire's 2025 rights offering, the terms of the Warrants were adjusted effective December 17, 2025 pursuant to automatic adjustment provisions contained in the Warrant agreements. Following such adjustments, the number of Common Shares issuable upon exercise of each Warrant increased from 1.0000 to 1.1707, and the Warrant price was adjusted from US$11.50 to US$9.82 per Common Share.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314702

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How were the rights priced and what did each Right allow shareholders to purchase?

Each Right allowed the holder to acquire 0.9167 of a Greenfire common share, with no fractional shares issued. The subscription price was C$6.74 or US$4.81 per common share.

What happened to subscriptions under the additional subscription privilege?

Greenfire issued 943,846 common shares under the additional subscription privilege. Because the rights offering was oversubscribed, additional subscriptions were subject to proration in line with the terms set out in the company’s short form prospectus dated August 7, 2026.

Was the standby commitment from Waterous Energy Fund used?

No. Because the rights offering was fully subscribed, the company did not utilize the previously announced standby commitment under which certain limited partnerships comprising Waterous Energy Fund had agreed to acquire any unsubscribed common shares.

How did the rights offering affect Waterous Energy Fund’s ownership stake?

Immediately before the rights offering closed, Waterous Energy Fund held 90,317,640 common shares (about 72.0% of outstanding shares) and 2,654,179 warrants. After completion, it holds 173,111,818 common shares and the same number of warrants, representing approximately 72.0% of the outstanding common shares on an undiluted basis.

How did Greenfire apply the net proceeds beyond repaying the bridge facility?

After fully repaying the C$575 million bridge facility, Greenfire applied a portion of the remaining net proceeds to other indebtedness incurred in connection with its recent acquisition of Connacher Oil and Gas Limited.