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Greenfire Resources completes C$774M rights offer

Greenfire Resources Ltd. (GFR) completed a fully subscribed C$775 million rights offering, issuing 114,985,163 new common shares, the maximum available under the offer.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Greenfire Resources Ltd. (GFR) completed a fully subscribed C$775 million rights offering, issuing 114,985,163 new common shares, the maximum available under the offer. Each right allowed holders to acquire 0.9167 of a share at C$6.74 (US$4.81) per share, generating aggregate gross proceeds of about C$774 million.

The company used the net proceeds to fully repay its C$575 million bridge facility and reduce other debt from its acquisition of Connacher Oil and Gas Limited. After the transaction, Greenfire has 240,413,692 common shares outstanding and approximately C$570 million drawn on its C$1.0 billion reserves-based revolving credit facility, implying leverage of about 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI.

Waterous Energy Fund, which had provided a standby commitment that was ultimately not used, increased its holdings from 90,317,640 to 173,111,818 common shares plus 2,654,179 warrants, maintaining ownership of roughly 72.0% of Greenfire’s outstanding common shares on an undiluted basis.

Positive

  • C$774 million of gross proceeds from the fully subscribed rights offering allowed Greenfire to fully repay its C$575 million bridge facility and reduce other acquisition-related debt, lowering leverage to about 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI.

Negative

  • None.

Filing Explained

The completed offering allocated 114,041,317 shares through basic subscriptions and 943,846 through additional subscriptions; because demand exceeded availability, additional subscriptions were prorated, so not all requested extra shares were allocated.

Rights Offering Size C$775 million Total size of the rights offering to existing shareholders
New Shares Issued 114,985,163 common shares Maximum number of common shares issued under the rights offering
Subscription Price per Share C$6.74 (US$4.81) per common share Price at which rights holders acquired new common shares
Gross Proceeds Approximately C$774 million Aggregate gross proceeds from the rights offering after currency conversion
Bridge Facility Repaid C$575 million Bridge facility fully repaid using rights offering proceeds
Shares Outstanding Post-Offering 240,413,692 common shares Total issued and outstanding common shares after completion of the rights offering
RBL Drawn Amount Approximately C$570 million Amount drawn on the C$1.0 billion reserves-based revolving credit facility after the transaction
Post-Offering Ownership by WEF 72.0% (173,111,818 shares) Waterous Energy Fund’s stake in Greenfire on an undiluted basis after the rights offering
rights offering financial
"announces the 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.
basic subscription privilege financial
"Common Shares were issued under the basic subscription privilege and 943,846"
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
"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
"did not utilize the previously announced standby commitment whereby certain limited partnerships"
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.
reserves-based revolving credit facility financial
"has approximately C$570 million drawn on its C$1.0 billion reserves-based revolving credit facility"
A reserves-based revolving credit facility is a loan line where a company borrows against the estimated value of its natural-resource reserves (for example oil, gas, or minerals), with the lender setting the borrowing limit based on reserve size and current commodity prices. It works like a home-equity line of credit but uses resource reserves as collateral and lets the company draw, repay, and redraw funds as needed; changes in reserve estimates or market prices can raise or cut the available credit, so investors watch it as a key indicator of a company’s liquidity, borrowing risk, and sensitivity to commodity prices.
Adjusted EBITDA financial
"reflects a leverage level of approximately 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI"
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.
Offering Type secondary
Use of Proceeds To fully repay the C$575 million bridge facility and repay a portion of other indebtedness related to the Connacher Oil and Gas Limited acquisition.

FAQ

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

What did Greenfire Resources (GFR) raise in its September 2026 rights offering?
Greenfire Resources completed a C$775 million rights offering, issuing 114,985,163 common shares at C$6.74 (US$4.81) per share. This generated aggregate gross proceeds of approximately C$774 million after converting U.S. dollar subscriptions.

How will Greenfire Resources (GFR) use the proceeds from the rights offering?
Greenfire used the net proceeds to fully repay its C$575 million bridge facility and pay down a portion of other indebtedness incurred in connection with its Connacher Oil and Gas Limited acquisition.

How many Greenfire Resources (GFR) shares are outstanding after the rights offering?
After completing the rights offering, Greenfire has 240,413,692 common shares issued and outstanding.

What leverage level did Greenfire Resources (GFR) indicate after the rights financing?
Greenfire reported about C$570 million drawn on its C$1.0 billion reserves-based revolving credit facility, corresponding to leverage of approximately 1.2x Debt / 2027E Adjusted EBITDA at US$70 WTI.

How did the rights offering affect Waterous Energy Fund’s stake in Greenfire (GFR)?
Immediately before the offering, Waterous Energy Fund held 90,317,640 shares (about 72.0%). After completion, it owns 173,111,818 shares and 2,654,179 warrants, still representing roughly 72.0% of Greenfire’s outstanding common shares on an undiluted basis.

Was the standby commitment used in Greenfire Resources’ (GFR) rights offering?
No. The rights offering was fully subscribed, so Greenfire did not utilize the standby commitment from limited partnerships comprising Waterous Energy Fund to purchase unsubscribed shares.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026.

 

Commission File Number 001-41810

 

Greenfire Resources Ltd.

(Exact name of Registrant as specified in its charter)

 

N/A 

(Translation of Registrant’s name)

 

Suite 800, 350 – 7th Avenue SW
Calgary, Alberta T2P 3N9

(403) 264-9046

(Address and telephone number of registrant’s principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐       Form 40-F ☒

 

 

 

 

 

GREENFIRE RESOURCES LTD.

 

DOCUMENTS INCLUDED AS PART OF THIS REPORT

 

Exhibit

 

99.1   News release dated September 16, 2026 – Preliminary Results of Rights offering
99.2   News release dated September 16, 2026 – Closing of Rights Offering 

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Greenfire Resources Ltd.
   
  By: /s/ Colin Germaniuk
  Name:  Colin Germaniuk
  Title: President

 

Date: September 17, 2026

 

2

 

Exhibit 99.1

 

 

Greenfire Resources Announces Preliminary Results for Rights Offering

 

CALGARY, ALBERTA – September 16, 2026 – Greenfire Resources Ltd. (NYSE and TSX: GFR) (“Greenfire” or the “Company”) is pleased to announce preliminary results of its C$775 million rights offering, which expired at 4:00 p.m. (Calgary time) on September 15, 2026 (the “expiration date”).

 

Upon closing of the rights offering, the Company expects to issue 114,985,163 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 113,685,671 common shares subscribed for under the basic subscription privilege and 26,734,254 common shares subscribed for under the additional subscription privilege. Accordingly, 1,299,492 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 short form prospectus dated August 7, 2026.

 

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, September 16, 2026. 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 from the rights offering 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.

 

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 August 7, 2026. 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 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.

 

 

 

 

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; the anticipated timing of closing of the rights offering; and the intended use of proceeds. 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

 

 

 

Exhibit 99.2

 

 

Greenfire Resources Announces Closing of Rights Offering

 

CALGARY, ALBERTA – September 16, 2026 – Greenfire Resources Ltd. (NYSE and 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.

 

 

1As 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.

 

 

 

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

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