Greenfire Resources Announces Preliminary Results for Rights Offering

Rhea-AI Summary

Greenfire Resources (NYSE: GFR) announced preliminary results of a C$300 million rights offering that expired December 16, 2025 and is expected to close December 17, 2025. The company expects to issue 55,147,058 common shares, representing the maximum available under the offering, without relying on the standby commitment from Waterous Energy Fund.

Preliminary subscriptions totaled 53,567,940 shares under the basic privilege and 23,794,471 under the additional privilege, creating an oversubscription and yielding 1,579,118 shares to be allocated pro rata. The company intends to use proceeds, less expenses and cash on hand, to fund redemption of US$237.5 million aggregate principal amount of 12.00% senior secured notes due 2028.

Positive

• Rights offering size C$300 million
• Expected issuance of 55,147,058 common shares
• Offering oversubscribed: 77,362,411 shares subscribed
• Proceeds intended to redeem US$237.5 million 12.00% notes
• No reliance on standby commitment from Waterous Energy Fund

Negative

• Results preliminary and subject to final count and closing
• Subscription rights expired and are void if not exercised

Key Figures

Rights offering size C$300 million Total rights offering announced and now preliminarily fully allocated

Shares to be issued 55,147,058 shares Maximum common shares available under the rights offering

Basic subscriptions 53,567,940 shares Subscribed under basic subscription privilege

Additional subscriptions 23,794,471 shares Subscribed under additional subscription privilege

Pro rata allocation pool 1,579,118 shares Difference between maximum shares and basic subscriptions

Notes to be redeemed US$237.5 million Aggregate principal of 12.00% senior secured notes due 2028

Coupon rate 12.00% Interest rate on senior secured notes due 2028

Market Reality Check

$4.81 Last Close

Volume Volume 187,689 is slightly below 20-day average of 207,242 (relative 0.91x) ahead of this update. normal

Technical Price 4.33 is trading below 200-day MA at 4.76 and well under 52-week high of 7.38.

Peers on Argus

GFR was down 1.14% pre-news, while peers GPRK, TBN, EGY, OBE, and SD also traded lower between about 0.6–3.6%, indicating broader weakness in Oil & Gas E&P.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Insider accumulation	Neutral	-5.6%	Waterous Energy Fund bought 1.93M shares, lifting ownership above 71%.
Nov 12	Insider accumulation	Neutral	+5.9%	Waterous bought 8.70M shares, increasing stake from 55.9% to 68.3%.
Nov 06	Rights offering launch	Neutral	-0.1%	Launched C$300M rights offering and conditional redemption of 2028 notes.
Nov 03	Earnings & guidance	Neutral	-6.9%	Q3 results, 2026 capex and refinancing plan including C$300M rights offering.
Nov 03	Offering intention	Neutral	-6.9%	Announced intent to conduct C$300M rights offering to redeem 2028 notes.

Pattern Detected

Recent major shareholder transactions and rights-offering announcements have shown mixed price reactions, with some sizable drawdowns around financing and guidance updates.

Recent Company History

Over the last few months, Greenfire has focused on refinancing and balance sheet actions. On Nov 3, it announced intent for a C$300M rights offering tied to redeeming US$237.5M notes, alongside Q3 results and 2026 capex guidance. The rights launch and conditional redemption followed on Nov 6. Waterous Energy Fund then increased its stake via sizable share purchases on Nov 12 and Nov 14. Today’s preliminary rights results update continues this capital-structure transition theme.

Market Pulse Summary

This announcement confirms preliminary full take-up of Greenfire’s C$300M rights offering, with 55,147,058 shares expected to be issued and the deal oversubscribed under both basic and additional privileges. The company plans to use proceeds with cash on hand to redeem US$237.5M of 12% senior secured notes due 2028. Investors may watch for final results, timing of note redemption, and how the larger share base influences future capital allocation metrics.

Key Terms

rights offering financial

"announced preliminary results of its C$300 million rights offering, which expired"

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.

standby commitment financial

"without reliance on the standby commitment provided by certain limited"

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.

basic subscription privilege financial

"53,567,940 common shares subscribed for 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

"23,794,471 shares subscribed for 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.

rights agent financial

"closing procedures by the rights agent. The Company will provide a further"

A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.

DRS statements technical

"rights agent expects to provide DRS statements evidencing new common shares"

A DRS statement is an official electronic record that shows an investor owns shares registered directly on a company’s books instead of held through a broker. It acts like an online version of a property deed for stocks, listing the number of shares and the registered owner and providing proof of ownership for voting, transfers, or selling. Investors use it to confirm holdings, reduce paperwork or custody fees, and make direct corporate communications easier.

senior secured notes financial

"redemption of the Company's outstanding US$237.5 million aggregate principal amount of 12.00% senior secured notes due 2028"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Form F-10 regulatory

"was made pursuant to a registration statement on Form F-10, filed with the"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

AI-generated analysis. Not financial advice.

Calgary, Alberta--(Newsfile Corp. - December 17, 2025) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company") today announced preliminary results of its C$300 million rights offering, which expired at 4:00 p.m. (Calgary time) on December 16, 2025 (the "expiration date").

Upon closing of the rights offering, the Company expects to issue 55,147,058 common shares, representing the maximum number of common shares available under the rights offering, without reliance on the standby commitment provided by certain limited partnerships comprising Waterous Energy Fund. Preliminary results indicate that the rights offering was oversubscribed, with 53,567,940 common shares subscribed for under the basic subscription privilege and 23,794,471 shares subscribed for under the additional subscription privilege. Accordingly, 1,579,118 common shares, being the difference between the maximum number of common shares available under the rights offering and those subscribed for under the basic subscription, are expected to be allocated on a pro rata basis among holders who exercised their additional subscription privilege pursuant to the procedures set forth in the Company's rights offering circular dated November 5, 2025. Such results are preliminary in nature and are subject to change following the final count of subscription forms and closing procedures by the rights agent. The Company will provide a further update of the final results of the rights offering once confirmed.

Greenfire expects that the rights offering will close today, December 17, 2025. The Company's rights agent expects to provide DRS statements evidencing new common shares acquired through the rights offering to registered holders as soon as practicable thereafter. If a holder did not validly exercise his or her subscription rights prior to the expiration date, such rights have expired and are void and have no value.

The Company intends to use the proceeds less offering expenses, together with cash on hand, to fund the redemption of the Company's outstanding US$237.5 million aggregate principal amount of 12.00% senior secured notes due 2028.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction. In the United States, the rights offering was made pursuant to a registration statement on Form F-10, filed with the US Securities and Exchange Commission on November 5, 2025. The securities 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 offices in Calgary, Alberta. The Company plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth. As part of the Company's commitment to operational excellence, safe and reliable operations remain a top priority for Greenfire. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol "GFR". For more information, visit greenfireres.com or find Greenfire on LinkedIn and X.

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: the preliminary results of the rights offering; and the anticipated timing of 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 17, 2025 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.
205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278317

FAQ

What did Greenfire (GFR) announce about the December 16, 2025 rights offering?

Greenfire announced preliminary results for a C$300 million rights offering that expired December 16, 2025 and is expected to close December 17, 2025.

How many shares will Greenfire (GFR) issue under the rights offering?

The company expects to issue 55,147,058 common shares, the maximum available under the rights offering.

Was Greenfire's (GFR) rights offering oversubscribed and by how much?

Yes; subscriptions totaled 77,362,411 shares (53,567,940 basic + 23,794,471 additional), exceeding the 55,147,058-share maximum.

What will Greenfire (GFR) use the rights offering proceeds for?

Greenfire intends to use proceeds, less offering expenses and cash on hand, to fund redemption of US$237.5 million aggregate principal amount of 12.00% senior secured notes due 2028.

Who bears allocation risk for additional subscription shares in Greenfire's (GFR) offering?

Approximately 1,579,118 common shares remain to be allocated pro rata among holders who exercised their additional subscription privilege.

What happens if a Greenfire (GFR) shareholder did not exercise their subscription rights before expiration?

If a holder did not validly exercise subscription rights before the expiration date, those rights have expired, are void and have no value.