Greenfire (NYSE: GFR) plans at least $575M rights issue to fund Connacher deal
Rhea-AI Filing Summary
Greenfire Resources Ltd. plans a transformative acquisition and financing package. The company has signed a definitive agreement to acquire all shares of private thermal oil sands producer Connacher Oil and Gas Limited for approximately $1.277 billion in cash, based on an estimated $1.29 billion purchase price adjusted by about $13 million at closing. Connacher’s 100%-owned Great Divide project is expected to produce about 19,500 Bbl/d in 2026 with 2P reserves of 441 MMBbl.
Pro forma, Greenfire targets 2026 production of roughly 34,000 Bbl/d and 2P reserves of 850 MMBbl, implying a reserves life index of about 68 years, and a long-term plan to grow capacity to about 65,000 Bbl/d. Greenfire has identified approximately $30 million in expected annual synergies by the end of 2026.
The acquisition is expected to be funded by drawing about $700 million on an upsized $1.0 billion reserves-based loan and a $575 million bridge facility, which is intended to be repaid via a rights offering of at least $575 million of common shares. Waterous Energy Fund has agreed to a standby commitment of at least $575 million for the rights issue. On completion of the rights offering and bridge repayment, leverage is expected at approximately 1.7x Debt / 2027E EBITDA at US$70 WTI.
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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 July 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 July 13, 2026 – Corporate acquisition | |
| 99.2 | News release dated July 13, 2026 – Rights offering |
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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: July 13, 2026
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Exhibit 99.1
Greenfire Resources Announces
Acquisition of Connacher Oil and Gas Limited
for C$1.277 Billion in Cash Consideration
Readers are advised to review the “Non-GAAP and Other Financial Measures” section of this press release for information regarding the presentation of financial measures that do not have standardized meaning under IFRS Accounting Standards. Readers are also advised to review the “Forward-Looking Information” section of this press release for information regarding certain forward-looking information and forward-looking statements contained in this press release. All amounts in this press release are stated in Canadian dollars unless otherwise specified.
Unless indicated otherwise, production volumes and per unit statistics are presented throughout this press release on a “gross” basis as determined in accordance with National Instrument 51-101 – Standards for Disclosure for Oil and Gas Activities, which is the Company’s gross working interest basis before deduction of royalties and without including any royalty interests of the Company.
CALGARY, ALBERTA – July 13, 2026 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”) today announced it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Connacher Oil and Gas Limited (“Connacher”) for approximately $1.277 billion in cash consideration, net of closing adjustments (the “Acquisition”).
Connacher is a private thermal oil sands company with a 100% operated interest in the Great Divide oil sands project (“Great Divide”). In 2026, production from Great Divide is expected to average approximately 19,500 Bbl/d (100% oil) at a steam-oil-ratio (“SOR”) of ~3.0x. Great Divide has proved plus probable reserves of approximately 441 MMBbl, equating to a 62-year reserves life index.
Great Divide is located directly adjacent to Greenfire’s Hangingstone assets, enabling more efficient development of the combined asset base. Greenfire has identified midstream, marketing, operating cost, and G&A synergies of approximately $30 million per year (equivalent to approximately 19% of Connacher’s standalone sustaining free cash flow at US$70 WTI), which it expects to be able to realize by the end of 2026.
Pro forma the Acquisition, Greenfire will have expected 2026 production of approximately 34,000 Bbl/d (100% oil) with proved plus probable reserves of 850 MMBbl (equating to a reserves life index of approximately 68 years), with a long-term plan to increase production to approximately 65,000 Bbl/d.
Subject to customary closing conditions and receipt of customary required approvals, the transaction is expected to close in August 2026.
Asset Overlap: Connacher Great Divide and Greenfire Hangingstone
Financing
The Acquisition is expected to be financed with a mix of debt and equity, comprised of: (i) an approximately $700 million draw on an underwritten $1.0 billion reserves-based loan (upsized from $275 million currently), and (ii) a $575 million underwritten bridge facility (“Bridge Facility”), which, post-closing of the Acquisition, will be repaid with proceeds from an anticipated rights offering of Greenfire common shares. Waterous Energy Fund has committed to provide a standby commitment of at least $575 million for the rights offering. Additional details regarding the anticipated rights offering are being provided in a separate rights offering announcement issued concurrently with this press release, and will be included in the applicable offering documents. Upon closing of the rights offering and repayment of the Bridge Facility, the Company expects to have leverage of approximately 1.7x Debt / 2027E EBITDA at US$70 WTI.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offering of securities will be made only pursuant to applicable offering documents and in accordance with applicable securities laws.
Strategic Rationale
| 1. | Complementary Assets Drive Substantial Operating Synergies |
| o | Great Divide and Hangingstone are directly adjacent to each other, transport diluent and dilbit on the same pipeline networks, and produce from the McMurray reservoir formation |
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| o | Great Divide is an asset Greenfire understands well, with current Greenfire executive leadership team members having over 15 years of combined direct operating experience at Connacher in prior professional roles |
| o | Greenfire is confident in its ability to capture approximately $30 million of annual synergies by the end of 2026, comprised of midstream and marketing savings, operating cost savings, and G&A savings |
| 2. | Improved Scale Drives Cost Efficiencies and Provides Resource For Growth |
| o | The combined business will have expected 2026 production of approximately 34,000 Bbl/d, with a plan to increase capacity to approximately 65,000 Bbl/d |
| o | Combined proved reserves of 551 MMBbl will be the sixth largest proved oil reserves amongst all Canadian oil operators (behind only the four oil sands seniors and Strathcona Resources Ltd.) |
| o | The combined business will have estimated combined tax pools of $2.8 billion, including $2.0 billion in 100% deductible pools. Greenfire does not expect to pay cash taxes until after 2030 at current strip pricing. |
| Production and Reserves | |||||
| Connacher Standalone | Greenfire Standalone | Combined | |||
| 2026E Production (100% Oil) | ~19,500 Bbl/d | ~14,500 Bbl/d | ~34,000 Bbl/d | ||
| PDP Reserves (MMBbl) | 45 | 23 | 68 | ||
| 1P Reserves (MMBbl) | 319 | 232 | 551 | ||
| 2P Reserves (MMBbl) | 441 | 409 | 850 | ||
| Reserves Life Index (2P) | 62 Years | 77 Years | 68 Years | ||
| 3. | Great Divide’s Low Capital Intensity Supports Future Growth |
| o | On a combined basis, Greenfire’s PDP reserves are set to approximately triple to 68 MMBbl, providing a strong and predictable production base to support Greenfire’s organic growth capital program |
| o | Great Divide is a low capital intensity asset with an estimated base decline rate of 10 – 15% |
| o | Greenfire estimates it can maintain Great Divide’s production at approximately 19,500 Bbl/d for annual sustaining capital of approximately $75 million1 |
Acquisition Metrics
| Cash Flow @ $70 WTI | |||
| Attribute | Implied Multiple | ||
| 2027E Adjusted EBITDA(1) | ~$265 | 4.8x | |
| 2027E Sustaining Free Cash Flow(1) | ~$190 |
6.7x (15% unlevered SFCF yield) |
| (1) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section of this press release. |
| 1 | Supplemental financial measure. Refer to the “Non-GAAP and Other Financial Measures” section of this press release. |
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| Production | |||
| Attribute | Implied Multiple | ||
| 2026E Production (Bbl/d) | ~19,500 | ~$65k/Bbl/d | |
| Long-Term Production Capacity (Bbl/d) | ~30,000 | ~$43k/Bbl/d |
| NAV10 (Reserve Evaluator) | |||
| Attribute | Implied Multiple | ||
| 1P NAV10 (B-Tax) ($mm) | $1,420 | 0.9x | |
| 2P NAV10 (B-Tax) ($mm) | $2,124 | 0.6x |
A presentation containing further details regarding the Acquisition has been posted on Greenfire’s website.
Advisors
BMO Capital Markets and National Bank Capital Markets are acting as financial advisors to Greenfire on the Acquisition. Blake, Cassels & Graydon LLP and Scale LLP are acting as legal advisors to Greenfire on the Acquisition.
TPH&Co, the Energy Business of Perella Weinberg Partners, acted as financial advisor to Connacher and Norton Rose Fulbright Canada LLP acted as legal advisor to Connacher.
Non-GAAP and Other Financial Measures
Certain financial measures in this press release are non-GAAP financial measures or 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 should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards. This press release also contains supplementary financial measures.
Non-GAAP financial measures and ratios include Adjusted EBITDA, Debt to Adjusted EBITDA and Sustaining Free Cash Flow. Supplementary financial measures include capital expenditures and sustaining capital.
Non-GAAP Financial Measures
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.
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Sustaining Free Cash Flow
Management uses sustaining free cash flow as an indicator of the efficiency and liquidity of its business, measuring its funds after sustaining capital that are available to manage debt levels and return capital to shareholders.
Sustaining free cash flow 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. Sustaining capital is then deducted in the calculation.
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for sustaining free cash flow. A reconciliation of Net income (loss) and comprehensive income (loss) to Sustaining Free Cash Flow for Greenfire for the years ended December 31, 2025 and 2024 is set forth below:
| Year ended December 31, | ||||||||
| ($ thousands) | 2025 | 2024 | ||||||
| Net income and comprehensive income | 47,504 | 121,411 | ||||||
| Add (deduct): | ||||||||
| Income tax expense (recovery) | 7,819 | (84,879 | ) | |||||
| Unrealized gain on risk management contracts | (11,264 | ) | (169 | ) | ||||
| Stock-based compensation | 2,923 | 6,344 | ||||||
| Financing and interest | 77,570 | 61,460 | ||||||
| Depletion and depreciation | 83,584 | 81,030 | ||||||
| Non-recurring transactions | 1,853 | 7,661 | ||||||
| Gain on revaluation of warrants | (14,176 | ) | (326 | ) | ||||
| Foreign exchange loss (gain) | (11,652 | ) | 26,129 | |||||
| Other income | (3,378 | ) | (5,032 | ) | ||||
| Sustaining capital | (70,000 | ) | (85,000 | ) | ||||
| Sustaining free cash flow | 110,783 | 128,629 | ||||||
Supplementary Financial Measures
Sustaining Capital
Sustaining capital is a supplementary financial measure which represents the minimum amount of capital investment that is required to offset the base decline rate of an asset and maintain a flat production profile over a specified period. Sustaining capital is used to monitor the cash flows invested into property, plant and equipment. Management believes that sustaining capital provides investors, analysts and other stakeholders with a useful insight into the capital intensity and break-even economics.
Oil and Gas Advisory
This press release makes assumptions relating to future production volumes based on reserve evaluation calculations prepared by third party independent evaluators. Statements relating to reserves are deemed to be forward-looking statements as they involve the implied assessment based on certain estimates and assumptions that the reserves described can be profitably produced in the future. There are numerous uncertainties inherent in estimating quantities of PDP, 1P and 2P reserves and in projecting future rates of production. The total amount or timing of actual future production may vary significantly from reserves and production estimates. Uncertainties and risk factors are described in Greenfire’s Annual Information Form dated March 12, 2026, and from time to time in Greenfire’s public disclosure documents, which are 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.
Unless otherwise indicated, production and reserves information in this press release is as of December 31, 2025. References to combined production and reserves of Greenfire and Connacher represent the arithmetic sum of each company’s respective production and reserves on a standalone basis and do not account for any potential synergies or adjustments that may result from the Acquisition.
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Reserves information in respect of Connacher has been obtained from Connacher and has not been independently verified. While Greenfire does not have any knowledge that such information may not be accurate, there can be no assurance that such information is complete or accurate. Greenfire makes no representation or warranty, expressed or implied, as to the accuracy or completeness of such information.
This press release contains certain oil and gas metrics, such as “NAV10” and “reserves life index”, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate Greenfire’s performance; however, such measures are not reliable indicators of future performance and future performance may not compare to performance in previous periods and therefore such metrics should not be unduly relied upon.
Reserves life index is calculated using total gross reserves on a 2P basis and dividing them by management’s current anticipated 2026 production. The reserve life is used by management to assess the longevity of the reserves.
NAV10 reflects the independent third party reserve evaluator’s estimated before-tax net present value of the respective reserves category, discounted at 10%, at year-end 2025.
References to “oil” in this press release refer to bitumen.
Purchase Price Estimate
The purchase price payable by Greenfire under the acquisition agreement in respect of the Acquisition, which will be filed on SEDAR+, is $1.29 billion, subject to customary closing adjustments. Based on information provided by Connacher, Greenfire expects closing adjustments of approximately $13 million, equating to an approximate $1.277 billion cash purchase price. There can be no assurance that the actual purchase price payable at closing will not differ from such estimate.
Forward-Looking Information
This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable securities laws. The forward-looking information in this press release is based on Greenfire’s current internal expectations, estimates, projections, assumptions, and beliefs. Such forward-looking information is not a guarantee of future performance and involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable as of the time of such information, but no assurance can be given that these factors, expectations and assumptions will prove to be correct, and such forward-looking information included in this press release should not be unduly relied upon.
The use of any of the words “expect”, “target”, “anticipate”, “intend”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “believe”, “depends”, “could” and similar expressions are intended to identify forward-looking information. In particular, but without limiting the generality of the foregoing, this press release contains forward-looking information pertaining to the following: the Acquisition of Connacher and the terms thereof; the expected purchase price payable in respect of the Acquisition; the expected timing of closing the Acquisition; the expected financing plan for the Acquisition, including the anticipated rights offering of Greenfire common shares and Waterous Energy Fund’s commitment to provide a minimum standby commitment of $575 million for the rights offering; the expectation that the Bridge Facility will be repaid with proceeds from the anticipated rights offering; the expectation that upon closing of the rights offering and repayment of the Bridge Facility, the Company will have leverage of approximately 1.7x Debt / 2027E EBITDA at US$70 WTI; Great Divide’s and Greenfire’s 2026 expected standalone production of approximately 19,500 Bbl/d and 14,500 Bbl/d, respectively; the Company’s expected 2026 production of approximately 34,000 Bbl/d following completion of the Acquisition and long-term plan to increase productive capacity to approximately 65,000 Bbl/d; the Company’s expected combined PDP reserves of 68 MMBbl, 1P reserves of 551 MMBbl and 2P reserves of 850 MMBbl following completion of the Acquisition; the expectation that the proximity of Great Divide to Greenfire’s Hangingstone assets will enable more efficient development of the combined asset base; the anticipated approximately $30 million of annual synergies and the Company’s ability to capture such synergies by the end of 2026; Connacher’s estimated 10-15% base decline rate and estimated annual sustaining capital of approximately $75 million to maintain production at approximately 19,500 Bbl/d; the combined 2P reserves life index of approximately 68 years; the Company’s estimated combined tax pools of $2.8 billion following completion of the Acquisition and its expectation not to pay cash taxes until after 2030 at current strip pricing; the Company’s expected long-term production capacity; and Connacher’s expected 2027E Adjusted EBITDA of approximately $265 million, 2027E sustaining capital of approximately $75 million and 2027E sustaining free cash flow of approximately $190 million, and the Acquisition multiples in respect thereof.
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All forward-looking information reflects Greenfire’s beliefs and assumptions based on information available at the time the applicable forward-looking information is disclosed and in light of the Company’s current expectations with respect to such matters as: information currently available to Greenfire about itself and Connacher and the businesses in which they operate; the completion of the Acquisition and rights offering on anticipated terms and timing, or at all; the satisfaction of customary closing conditions and obtaining regulatory approvals; the ability and timing to integrate Connacher’s business and operations and realize the anticipated strategic, operational and financial benefits and synergies from the Acquisition of Connacher by Greenfire; Greenfire’s ability to generate sufficient cash flow to fund debt repayment; combined company production estimates; the quality of the integrated resource/assets meeting expectations; achieving anticipated synergy values on anticipated timelines; that there will be no material change to Connacher’s operations prior to completion of the Acquisition; the outlook for general economic trends, industry trends, prevailing and future commodity prices, foreign exchange rates and interest rates; prevailing and future royalty regimes and tax laws; expectations regarding differentials and realized prices; future well production rates and reserves volumes; fluctuations in energy prices based on worldwide demand and geopolitical events; the impact of inflation; the integrity and reliability of Greenfire’s assets; decommissioning obligations; Greenfire’s ability to comply with its financial covenants; and Greenfire’s ability to comply with applicable regulations, including those related to various emissions. Management believes that its assumptions and expectations reflected in the forward-looking information contained herein are reasonable based on the information available to it, including based on the information provided to date from Connacher, on the date such information is provided and the process used to prepare the information. However, Greenfire cannot assure readers that these expectations will prove to be correct.
The forward-looking information included in this press release is not a guarantee of future performance and involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including, without limitation: not completing the Acquisition on anticipated terms and timing, or at all, including the satisfaction of customary closing conditions and obtaining regulatory approvals; not completing the rights offering; failing to repay the Company’s indebtedness, including the Bridge Facility; the delay or inability to integrate Greenfire’s and Connacher’s respective businesses and operations and realize the anticipated strategic, operational and financial benefits and synergies from the Acquisition; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers or competitors, resulting from the announcement or completion of the Acquisition; the quality of the integrated resource/assets failing to meet expectations; failing to achieve anticipated synergy values on anticipated timelines; the consequences of not completing the Acquisition, including the volatility of Greenfire’s share price, negative reactions from the investment community and the required payment of certain costs related to the Acquisition; potential undisclosed liabilities in respect of Connacher unidentified during the due diligence process; the accuracy of the pro forma financial information of the combined company after the Acquisition; the focus of management’s time and attention on the Acquisition and other disruptions arising from the Acquisition; and other factors discussed under the “Risk Factors” section in Greenfire’s Management’s Discussion & Analysis for the period ended December 31, 2025 and Annual Information Form dated March 12, 2026, and from time to time in Greenfire’s public disclosure documents, which are 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.
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The guidance in respect of the Company’s expectations of future periods in this press release may be considered to be a financial outlook for the purposes of applicable securities laws. Such information is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and which may become available in the future. These projections constitute forward-looking statements and are based on several material factors and assumptions set out above. Actual results may differ significantly from such projections. See above for a discussion of certain risks that could cause actual results to vary. The financial outlook contained in this press release has been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook contained herein should not be used for purposes other than those for which it is disclosed herein. The Company believes that the financial outlook contained in this press release has been prepared based on assumptions that are reasonable in the circumstances, reflecting management’s best estimates and judgments, and represents, to the best of management’s knowledge and opinion, expected and targeted financial results. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.
The foregoing risks should not be construed as exhaustive. The forward-looking information contained in this press release speaks only as of the date of this press release and Greenfire does not assume any obligation to publicly update or revise such forward-looking information to reflect new events or circumstances, except as may be required pursuant to applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.
Contact Information
Greenfire Resources Ltd.
350 7th Avenue SW
Suite 800
Calgary, AB T2P 3N9
investors@greenfireres.com
greenfireres.com
8
Exhibit 99.2
Greenfire Resources Announces Intention to Conduct Rights Offering
CALGARY, ALBERTA – July 13, 2026 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”) today announced its intention to undertake a rights offering of its common shares (the “Rights Offering”) in connection with its proposed acquisition of Connacher Oil and Gas Limited (the “Acquisition”). The Company expects to launch the Rights Offering in August 2026 for gross proceeds of at least $575 million, subject to receipt of all necessary approvals and market and other conditions.
The Rights Offering is expected to be made to all holders of Greenfire’s common shares of record as of a record date to be determined, with the net proceeds used to repay the Company’s $575 million bridge loan facility (the “Bridge Facility”) to be incurred in connection with the Acquisition. Closing of the Rights Offering is expected to be conditional upon closing of the Acquisition. The size of the Rights Offering may be upsized prior to launch, subject to market conditions, with the incremental net proceeds reducing outstanding credit facility indebtedness.
In connection with the Acquisition and the Rights Offering, certain limited partnerships comprising Waterous Energy Fund, a current holder of approximately 72.0% of the Company’s outstanding common shares (collectively, “WEF Shareholders”), have agreed to enter into a standby purchase agreement with the Company pursuant to which the WEF Shareholders and any affiliates will commit to fully exercise their basic subscription privilege and purchase common shares not otherwise subscribed for (the “WEF Standby Commitment”). The size of the WEF Standby Commitment will be at least $575 million.
The detailed terms of the Rights Offering, including the WEF Standby Commitment, will be determined prior to commencement through negotiations between the WEF Shareholders and a special committee comprised of independent directors of Greenfire that has been established in connection with, among other things, the Rights Offering. The subscription price for the Rights Offering will not exceed $6.74 per common share (representing a 15% discount to the Company’s five-day volume weighted average price on the TSX as of July 10, 2026), subject to adjustment including to reflect market conditions and the minimum 15% discount required under applicable TSX rules at the time of filing of the final prospectus in connection with the Rights Offering.
The Rights Offering is expected to be made in Canada pursuant to a Canadian prospectus to be filed with Canadian securities regulators and in the United States pursuant to a registration statement on Form F-10 to be filed with the U.S. Securities and Exchange Commission that will contain the Canadian prospectus.
The Company may elect not to proceed with the Rights Offering or may modify its terms, timing and conditions.
This press release is issued pursuant to, and in accordance with, Rule 135 under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of securities will be made only by means of a prospectus included in a registration statement filed with the U.S. Securities and Exchange Commission and only in jurisdictions where such offer, solicitation or sale is lawful.
No securities regulatory authority has either approved or disapproved the contents of this press release.
About Greenfire
Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol “GFR”.
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”, “targets”, “projects”, “forecasts”, “schedule”, 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 Rights Offering, including the expected timing, size, commencement, subscription price and discount applicable thereto; the expectation that closing of the Rights Offering will be conditional upon closing of the Acquisition; the expected WEF Standby Commitment, including the size thereof; the anticipated use of proceeds to repay the Bridge Facility; and the filing of a Canadian prospectus and a registration statement on Form F-10.
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: failure to complete the Acquisition; determination of the overall size and price of the Rights Offering; final determination of the timing of the Rights Offering; finalization of the terms of the contemplated WEF Standby Commitment; and 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