Greenfire Q3 oil sales rise 116%; loss widens to $21M
Greenfire completed drilling 26 well pairs across three pads and targets a return to approximately 26,000 bbl/d of full plant capacity (100% working interest) by 2028.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Greenfire Resources Ltd. completed its acquisition of Connacher Oil and Gas Limited on August 5, 2026, for $1.297 billion in cash. On September 16, Greenfire issued approximately 115.0 million shares in a rights offering for $774.3 million in gross proceeds; those proceeds repaid its $575.0 million bridge facility. The Senior Credit Facility’s committed amount increased from $275.0 million to $1.0 billion, with maturity extended to August 5, 2028.
For the three months ended September 30, 2026, oil sales were $305.3 million, compared with $141.1 million a year earlier, and bitumen production averaged 27,166 barrels per day, compared with 15,757. Greenfire reported a $21.0 million quarterly net loss, versus an $8.8 million loss. For the first nine months, oil sales were $632.0 million, net loss was $40.5 million versus net income of $56.1 million, and adjusted EBITDA was $111.2 million versus $133.9 million. Operating cash flow was $122.3 million. At September 30, cash was $9.5 million and debt was $603.9 million.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter oil sales rose 116% to $305.3 million.
- Moderate pointNine-month operating cash flow was $122.3 million, compared with $101.2 million.
- Moderate pointThird-quarter adjusted EBITDA increased 30% to $62.8 million.
Negative
- Moderate pointNine-month results shifted from $56.1 million net income to a $40.5 million net loss.
- Moderate pointNine-month adjusted EBITDA fell 17% to $111.2 million.
Filing Explained
The included release announces an agreement for Strathcona Resources to acquire Greenfire; the transaction is at the agreement stage, and completion would change ownership of Greenfire, but the announcement alone does not establish a completed transfer.
Key Figures
Key Terms
Adjusted EBITDA financial
operating netback financial
reserve-based credit facility financial
cashless exercise feature financial
borrowing base financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Greenfire (GFR)'s third-quarter 2026 oil sales and net loss?
How did Greenfire (GFR) finance its Connacher acquisition?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November
Commission File Number
(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 ☒
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 of this report on Form 6-K are each incorporated by reference into and as an exhibit to, as applicable, the Registrant’s Registration Statements under the Securities Act of 1933, as amended: Form S-8 (File No. 333-277054) and Form F-3 (File No. 333-282275).
1
GREENFIRE RESOURCES LTD.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
| 99.1 | Interim Consolidated Financial Statements (unaudited) for the period ended September 30, 2026 |
| 99.2 | Management’s Discussion and Analysis for the period ended September 30, 2026 |
| 99.3 | News Release dated November 8, 2026 – Third Quarter 2026 Results and Operational Update |
| 99.4 | News Release dated November 8, 2026 – Strathcona Resources Ltd. Announces Agreement to Acquire Greenfire Resources Ltd. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
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: November 9, 2026
3
Exhibit 99.1
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Financial Position
All amounts expressed in thousands of Canadian dollars (unaudited)
| September 30 | December 31 | ||||||||||
| As at | note | 2026 | 2025 | ||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable | 11 | ||||||||||
| Inventories | |||||||||||
| Prepaid expenses and deposits | |||||||||||
| Risk management contracts | 11 | ||||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment | 4 | ||||||||||
| Deferred income tax asset | |||||||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Current portion of debt | 5 | ||||||||||
| Current portion of lease liabilities and other | |||||||||||
| Warrant liability | 7 | ||||||||||
| Risk management contracts | 11 | ||||||||||
| Non-current liabilities | |||||||||||
| Risk management contracts | 11 | ||||||||||
| Debt | 5 | ||||||||||
| Lease liabilities and other | |||||||||||
| Decommissioning liabilities | 6 | ||||||||||
| Shareholders’ equity | |||||||||||
| Share capital | 8 | ||||||||||
| Contributed surplus | |||||||||||
| Retained earnings | |||||||||||
| $ | $ | ||||||||||
Commitments (note 12)
See accompanying notes to the condensed interim consolidated financial statements
 | 2026 Q3 Financial Statements | 1 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
All amounts expressed in thousands of Canadian dollars, except per share information (unaudited)
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||
| note | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Revenues | |||||||||||||||||||
| Oil sales | 9 | $ | $ | $ | $ | ||||||||||||||
| Royalties | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Oil sales, net of royalties | |||||||||||||||||||
| Gain (loss) on risk management contracts | 11 | ( | ) | ( | ) | ( | ) | ||||||||||||
| Expenses | |||||||||||||||||||
| Diluent expense | |||||||||||||||||||
| Transportation and marketing | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||
| General and administrative | |||||||||||||||||||
| Stock-based compensation | 8 | ||||||||||||||||||
| Financing and interest | 10 | ||||||||||||||||||
| Depletion and depreciation | 4 | ||||||||||||||||||
| Exploration expenses | |||||||||||||||||||
| Other income | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Gain on sale of assets | ( | ) | ( | ) | |||||||||||||||
| Loss (gain) on revaluation of warrants | 7 | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange loss (gain) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Net income (loss) before taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||
| Income tax expense (recovery) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Net income (loss) and comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||
| Net income (loss) per share | |||||||||||||||||||
| Basic and diluted | 8 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||
See accompanying notes to the condensed interim consolidated financial statements
| | 2026 Q3 Financial Statements | 2 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
All amounts expressed in thousands of Canadian dollars (unaudited)
| Nine months ended September 30 | note | 2026 | 2025 | ||||||||
| Share capital | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Issuance of shares on exercise of share units | 8 | ||||||||||
| Issuance of shares on exercise on rights offering | 8 | ||||||||||
| Share issuance costs, net of tax | 8 | ( | ) | ||||||||
| Balance, end of period | |||||||||||
| Contributed surplus | |||||||||||
| Balance, beginning of period | |||||||||||
| Stock-based compensation | |||||||||||
| Issuance of shares on exercise of share units | 8 | ( | ) | ( | ) | ||||||
| Balance, end of period | |||||||||||
| Retained earnings | |||||||||||
| Balance, beginning of period | |||||||||||
| Net income (loss) and comprehensive income (loss) | ( | ) | |||||||||
| Balance, end of period | |||||||||||
| Total shareholders’ equity | $ | $ | |||||||||
See accompanying notes to the condensed interim consolidated financial statements
| | 2026 Q3 Financial Statements | 3 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Cash Flows
All amounts expressed in thousands of Canadian dollars (unaudited)
| Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||||||
| note | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Operating activities | |||||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||
| Items not affecting cash: | |||||||||||||||||||
| Income tax expense (recovery) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Unrealized loss (gain) on risk management contracts | 11 | ( | ) | ||||||||||||||||
| Depletion and depreciation | 4 | ||||||||||||||||||
| Stock-based compensation | 8 | ||||||||||||||||||
| Financing expense | 10 | ||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | |||||||||||||||
| Loss (gain) on revaluation of warrants | 7 | ( | ) | ( | ) | ||||||||||||||
| Other income | ( | ) | ( | ) | ( | ) | |||||||||||||
| Gain on sale of assets | 4 | ( |
) | ( |
) | ||||||||||||||
| Decommissioning costs | 6 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in non-cash working capital | 13 | ( | ) | ||||||||||||||||
| Cash provided by operating activities | |||||||||||||||||||
| Financing activities | |||||||||||||||||||
| Draws (repayments) of debt | 5 | ( |
) | ( |
) | ||||||||||||||
| Repayment of acquired debt | 3, 5 | ( | ) | ( | ) | ||||||||||||||
| Debt issuance costs | 5 | ( | ) | ( | ) | ||||||||||||||
| Debt redemption premium | 5 | ( |
) | ( |
) | ||||||||||||||
| Proceeds on issuance of common shares | |||||||||||||||||||
| Share issuance costs | 8 | ( | ) | ( | ) | ||||||||||||||
| Payment of lease liabilities | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Cash provided by (used in) financing activities | ( | ) | ( | ) | |||||||||||||||
| Investing activities | |||||||||||||||||||
| Property, plant and equipment expenditures | 4 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Acquisition payment, net of cash acquired | 3 | ( |
) | ( |
) | ||||||||||||||
| Proceeds from dispositions | 4 | ||||||||||||||||||
| Change in non-cash working capital (accrued additions to PP&E) | 13 | ( | ) | ||||||||||||||||
| Cash used in investing activities | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Exchange rate impact on cash held in foreign currency | ( | ) | |||||||||||||||||
| Change in cash | ( | ) | |||||||||||||||||
| Cash, beginning of period | |||||||||||||||||||
| Cash, end of period | $ | $ | $ | $ | |||||||||||||||
See accompanying notes to the condensed interim consolidated financial statements
| | 2026 Q3 Financial Statements | 4 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
1. CORPORATE INFORMATION
Greenfire Resources Ltd. (the “Company” or “Greenfire”) was incorporated under the laws of Alberta on
Greenfire is engaged in the exploration, development and operation of oil properties in the Athabasca oil sands region of Alberta. These condensed interim consolidated financial statements (the “financial statements”) are comprised of the accounts of Greenfire and its subsidiaries.
As at December 31, 2025, and September 30, 2026, approximately
2. BASIS OF PRESENTATION
Preparation
These financial statements have been prepared in accordance with IAS 34: “Interim Financial Reporting”, using the same accounting policies as those set out in Note 3 of the audited annual consolidated financial statements for the year ended December 31, 2025, which were prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). Certain disclosures, which are normally required to be included in the notes to the annual consolidated financial statements, have been condensed or omitted. The financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto for the year ended December 31, 2025.
The Company has adopted all published standards, interpretations or amendments to accounting standards issued by the IASB, that are effective for annual periods beginning on or after January 1, 2026. There was no material impact to the financial statements.
In these financial statements, all amounts are expressed in Canadian dollars (“$CAD”), unless otherwise indicated, which is the Company’s functional currency. These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at their fair value.
These financial statements were approved by Greenfire’s Board of Directors on November 8, 2026.
3. ACQUISITION OF CONNACHER OIL AND GAS LIMITED
On August 5, 2026, Greenfire acquired all of the
issued and outstanding common shares of Connacher Oil and Gas Limited (“Connacher”) in exchange for cash consideration of
$
The Company elected to apply the optional concentration test under IFRS 3 Business Combinations and accounted for the Acquisition as an asset acquisition. Connacher’s results of operations have been included in the consolidated financial statements from the acquisition date.
Pursuant to the acquisition agreement, Greenfire repaid Connacher’s term loan upon closing of the Acquisition.
| | 2026 Q3 Financial Statements | 5 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
The following table summarizes the total consideration paid and the net assets acquired.
| Consideration for the acquisition: | ||||
| Cash | $ | |||
| Capitalized transaction costs | ||||
| Total consideration | ||||
| Allocation of the purchase price: | ||||
| Cash | ||||
| Accounts receivable | ||||
| Inventories | ||||
| Prepaid expenses and deposits | ||||
| Property, plant and equipment | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Risk management contracts | ( | ) | ||
| Debt: Infrastructure loan | ( | ) | ||
| Debt: Term loan | ( | ) | ||
| Decommissioning liabilities | ( | ) | ||
| Net assets acquired | $ | |||
4. PROPERTY, PLANT AND EQUIPMENT (“PP&E”)
| Developed properties | Right-of-use assets | Corporate assets | Total | |||||||||||||
| Cost | ||||||||||||||||
| Balance as at December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Acquisitions | ||||||||||||||||
| Transfers of right-of-use assets | ( | ) | ||||||||||||||
| Change in decommissioning liabilities | ||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||
| Balance as at September 30, 2026 | ||||||||||||||||
| Accumulated Depletion, Depreciation and Amortization | ||||||||||||||||
| Balance as at December 31, 2025 | ||||||||||||||||
| Depletion and depreciation (1) | ||||||||||||||||
| Balance as at September 30, 2026 | ||||||||||||||||
| Net Book Value | ||||||||||||||||
| Balance as at December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Balance as at September 30, 2026 | $ | $ | $ | $ | ||||||||||||
| (1) |
In August 2026, Greenfire sold its non-producing McKay River asset to an arm’s length party for cash proceeds of approximately $
| | 2026 Q3 Financial Statements | 6 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
5. DEBT
The following table summarizes Greenfire’s debt:
| As at | September 30, 2026 | December 31, 2025 | ||||||
| Senior credit facility | $ | $ | ||||||
| Infrastructure loan | ||||||||
| Unamortized debt issuance costs | ( | ) | ||||||
| Debt | $ | $ | ||||||
| Current portion | $ | $ | ||||||
| Non-current portion | $ | $ | ||||||
Senior Credit Facility
Greenfire has a reserve-based credit facility (the “Senior Credit Facility”) comprised of a $
On August 5, 2026, in connection with the closing of the Acquisition (Note 3), the Senior Credit Facility was amended to increase the total committed credit from $
The Senior Credit Facility is available on a revolving basis, may be drawn in Canadian or U.S. dollars, and bears interest at floating rates based on applicable Canadian or U.S. benchmark rates(1), plus applicable margins. The applicable margin is determined on a quarterly basis by reference to the Company’s trailing twelve-month Debt to EBITDA Ratio(2). The undrawn portion of the Senior Credit Facility is subject to a standby fee.
The Senior Credit Facility is secured by a first-priority security interest over substantially all of the Company’s assets, excluding the sales pipeline assets pledged as security for the Infrastructure Loan. The Senior Credit Facility contains customary restrictive covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, and sell assets. The Senior Credit Facility is not subject to any financial covenants.
Infrastructure Loan
On August 5, 2026, in connection with the Acquisition (Note 3), the Company assumed a limited recourse amortizing term loan secured solely by certain pipeline assets acquired as part of the Acquisition (the “Infrastructure Loan”). The Infrastructure Loan is non-recourse to Greenfire’s upstream assets, bears interest at a fixed rate of
Letter of Credit Facility
Greenfire maintains a separate $
| (1) | Benchmark rates available include the Canadian prime rate, U.S. base rate, Canadian overnight repo rate average, and the secured overnight financing rate. |
| (2) | As defined in the Senior Credit Facility Agreement. |
| | 2026 Q3 Financial Statements | 7 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
Other Debt
Bridge Loan
On August 5, 2026, to finance the Acquisition, the Company fully drew on a new $
Acquired Term Loan
As part of the Acquisition (Note 3), Greenfire acquired Connacher’s term loan (the “Acquired Term Loan”). Pursuant to the acquisition agreement, Greenfire fully repaid the Acquired Term Loan upon closing of the Acquisition for total cash consideration of $
Senior Secured Notes
On September 20, 2023, Greenfire issued US$
6. DECOMMISSIONING LIABILITIES
| As at | September 30, 2026 | December 31, 2025 | ||||||
| Balance, beginning of period | $ | $ | ||||||
| Liabilities incurred | ||||||||
| Acquisition (Note 3) | ||||||||
| Change in estimates | ||||||||
| Decommissioning costs incurred | ( | ) | ( | ) | ||||
| Accretion expense | ||||||||
| Liabilities disposed (Note 4) | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
The Company’s decommissioning liabilities relate to its net ownership interests in petroleum assets including well sites, gathering systems and processing facilities. The Company estimates the total undiscounted escalated amount of cash flows required to settle its decommissioning liabilities to be approximately $
7. WARRANT LIABILITY
The Company has approximately
| | 2026 Q3 Financial Statements | 8 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
The following table summarizes the changes to the Company’s warrant liability.
| Warrants (‘000) | Fair value | |||||||
| Balance, January 1, 2025 | $ | |||||||
| Gain on warrant liability revaluation | ( | ) | ||||||
| Balance, December 31, 2025 | $ | |||||||
| Loss on warrant liability revaluation | ||||||||
| Balance, September 30, 2026 | $ | |||||||
The fair value of each warrant was estimated using the Black Scholes-Merton model with the following assumptions:
| As at | September 30, 2026 | December 31, 2025 | ||||||
| Share price $US | $ | $ | ||||||
| Exercise price $US | $ | $ | ||||||
| Average risk-free interest rate | % | % | ||||||
| Average expected volatility (1) | % | % | ||||||
| Average expected life (years) | ||||||||
| (1) |
A
8. SHARE CAPITAL AND PER SHARE AMOUNTS
Share Capital
As at September 30, 2026, the Company’s authorized share capital consists of an unlimited number of common shares without a nominal or par value.
| Shares (‘000) | Amount | |||||||
| Balance, January 1, 2025 | $ | |||||||
| Issued on exercise of share units(1) | ||||||||
| Issued on rights offering(2) | ||||||||
| Share issue costs, net of tax | ( | ) | ||||||
| Balance, December 31, 2025 | $ | |||||||
| Issued on exercise of share units(1) | ||||||||
| Issued on rights offering | ||||||||
| Share issue costs, net of tax | ( | ) | ||||||
| Balance, September 30, 2026 | $ | |||||||
| (1) |
| (2) |
| | 2026 Q3 Financial Statements | 9 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
On September 16, 2026, Greenfire completed a rights offering of its common shares to its shareholders (the “Rights Offering”). The Rights Offering resulted in the issuance of approximately
WEF exercised its rights under the Rights Offering in proportion to its existing ownership interest and on the same terms as other shareholders. WEF also provided a standby commitment to backstop the Rights Offering by agreeing to acquire any common shares not subscribed for under the Rights Offering. The standby commitment was not utilized as the Rights Offering was oversubscribed. WEF did not receive any compensation in connection with the standby commitment.
Per Share Amounts
The following table summarizes the Company’s basic and diluted net income (loss) per share:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| (thousands of shares, except per share information) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average share units outstanding | ||||||||||||||||
| Weighted average anti-dilutive share units | ( | ) | ( | ) | ||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
| Basic and diluted net income (loss) per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Outstanding Share Units
A summary of the outstanding Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”), collectively the share units, is as follows:
| (thousands of units) | RSUs | PSUs | Total | |||||||||
| Balance, January 1, 2026 | ||||||||||||
| Exercised(1) | ( | ) | ( | ) | ||||||||
| Forfeited / Expired | ( | ) | ( | ) | ( | ) | ||||||
| Balance, September 30, 2026 | ||||||||||||
| (1) |
| | 2026 Q3 Financial Statements | 10 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
| 9. | REVENUE FROM CONTRACTS WITH CUSTOMERS |
The Company’s revenue from contracts with customers consists of diluted and non-diluted bitumen sales.
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Diluted bitumen sales | $ | $ | $ | $ | ||||||||||||
| Non-diluted bitumen sales | ||||||||||||||||
| Oil sales | $ | $ | $ | $ | ||||||||||||
10. FINANCING AND INTEREST
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Interest on debt(1) | $ | $ | $ | $ | ||||||||||||
| Performance guarantee fees(2) | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Accretion of decommissioning obligations (Note 6) | ||||||||||||||||
| Accretion of lease liabilities | ||||||||||||||||
| Financing expense | ||||||||||||||||
| Financing and interest expenses | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair Value of Financial Instruments
A number of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining the fair values is disclosed in the notes specific to that asset or liability.
The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instruments:
| ● | Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets; |
| | 2026 Q3 Financial Statements | 11 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
| ● | Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability; and |
| ● | Level 3: Significant unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment. |
The carrying values of cash, accounts receivable, and accounts payable and accrued liabilities included on the condensed interim consolidated balance sheet approximate the fair values of the respective assets and liabilities due to the short-term nature of those instruments. The carrying value of the outstanding debt approximated fair value due to the use of floating interest rates.
The Company’s risk management contracts and warrant liability are classified as Level 2 in the fair value hierarchy. To estimate the fair value of these instruments, the Company used observable market data and/or other sources utilizing assumptions that market participants would use to determine fair value.
Market Risk
Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates and interest rates, will affect the Company’s cash flow, income, or the value of its financial instruments.
Commodity Price Risk
The Company’s risk management program is designed to reduce the volatility of revenue and cash flow, generate sufficient cash flows to service debt obligations, and fund the Company’s operations. The Company’s risk management program may include hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity. The Company does not use financial derivatives for speculative purposes.
The Company’s commodity price risk management program does not involve margin accounts that require posting of margin with increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
The Company’s financial risk management contracts are subject to master netting agreements that create the legal right to settle the instruments on a net basis.
| As at | September 30, 2026 | December 31, 2025 | ||||||
| Gross asset (liability) | $ | ( | ) | $ | ||||
| Amount offset | ( | ) | ||||||
| Risk management contracts – asset (liability) | $ | ( | ) | $ | ||||
| | 2026 Q3 Financial Statements | 12 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Realized gain (loss) on risk management contracts | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Unrealized gain (loss) on risk management contracts | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain (loss) on risk management contracts | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
As at September 30, 2026, the following financial commodity risk management contracts were in place, with oil volumes hedged in barrels (“bbl”) and natural gas volumes hedged in gigajoules (“GJ”):
| Instrument | Units | Volume (per day) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q4 2026 | WTI Costless Collar | US$ / bbl | $ | $ | ||||||||||||||||
| Q4 2026 | WTI Fixed Price Swap | US$ / bbl | $ | |||||||||||||||||
| Q4 2026 | WTI Fixed Price Swap | C$ / bbl | $ | |||||||||||||||||
| Q4 2026 | WCS Differential Swap | C$ / bbl | $ | ( | ) | |||||||||||||||
| Q4 2026 | C5 Differential Swap | C$ / bbl | $ | ( | ) | |||||||||||||||
| Q4 2026 | AECO Swap | C$ / GJ | $ | |||||||||||||||||
| Q1 2027 | WTI Costless Collar | US$ / bbl | $ | $ | ||||||||||||||||
| Q1 2027 | AECO Swap | C$ / GJ | $ | |||||||||||||||||
| Q2 2027 | WTI Costless Collar | US$ / bbl | $ | $ | ||||||||||||||||
| Q2 2027 | AECO Swap | C$ / GJ | $ | |||||||||||||||||
| Q3 – Q4 2027 | AECO Swap | C$ / GJ | $ | |||||||||||||||||
| Q1 – Q4 2028 | AECO Swap | C$ / GJ | $ | |||||||||||||||||
Subsequent to September 30, 2026, Greenfire entered into the following financial commodity risk management contracts:
| Instrument | Units | Volume (per day) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q4 2026 | WTI Fixed Price Swap | US$ / bbl | $ | |||||||||||||||||
| Q1 2027 | WTI Fixed Price Swap | US$ / bbl | $ | |||||||||||||||||
| Q2 2027 | WTI Costless Collar | US$ / bbl | $ | $ | ||||||||||||||||
| | 2026 Q3 Financial Statements | 13 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
The following table illustrates the potential impact of changes in commodity prices on the Company’s net income (loss), before tax, based on the financial risk management contracts in place at September 30, 2026:
| 10% change in commodity prices | ||||||||
| As at September 30, 2026 | Increase | Decrease | ||||||
| Increase (decrease) to fair value of the risk management contracts – oil | ( | ) | ||||||
| Increase (decrease) to fair value of the risk management contracts – natural gas | ( | ) | ||||||
Foreign Currency Risk Management
The Company is exposed to foreign currency risk on any U.S. Dollar denominated cash, accounts receivable, risk management contracts, accounts payable and accrued liabilities, and debt. As at September 30, 2026, Greenfire’s net foreign exchange risk exposure was a US$
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowings drawn under the Senior Credit Facility, as the interest charged on the credit facility fluctuates with floating interest rates. The Infrastructure Loan and letters of credit issued are subject to fixed interest rates and are not exposed to changes in interest rates. A
Credit Risk
| As at | September 30, 2026 | December 31, 2025 | ||||||
| Trade receivables | $ | $ | ||||||
| Joint interest receivables | ||||||||
| Accrued joint interest receivables | ||||||||
| Accounts receivable | $ | $ | ||||||
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil sales. The Company manages its credit risk exposure by transacting with high-quality creditworthy counterparties and monitoring credit worthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generally collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months of the invoice being issued. Accrued joint interest receivables represent the Company’s partners’ share of operating, and capital costs incurred or accrued at the reporting date that have not yet been invoiced. All risk management contracts are held with large financial institutions. The Company has not previously experienced any material credit losses on the collection of accounts receivable.
| | 2026 Q3 Financial Statements | 14 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
At September 30, 2026 and December 31, 2025 the Company was exposed to concentration risk associated with its outstanding trade receivables and joint interest receivables balances. Of the Company’s trade receivables at September 30, 2026,
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient available reserves to meet its financial obligations at any point in time. The Company expects to achieve this objective through prudent capital spending, an active commodity risk management program and through strategies such as continuously monitoring forecast and actual cash flows from operating, financing and investing activities, and available credit facilities. Management believes that future cash flows generated from these sources will be adequate to settle Greenfire’s financial liabilities.
The following table details the Company’s contractual maturities of its financial liabilities at September 30, 2026, and December 31, 2025:
| As at September 30, 2026 | As at December 31, 2025 | |||||||||||||||
| Less than one year | Greater than one year | Less than one year | Greater than one year | |||||||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | $ | ||||||||||||
| Risk management contracts | ||||||||||||||||
| Lease liabilities and other(1) | ||||||||||||||||
| Debt(2) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
The Company also has provisions as disclosed in Note 6 and commitments as disclosed in Note 12.
12. COMMITMENTS
In addition to the commitments disclosed elsewhere in the financial statements, Greenfire has assumed commitments through its normal course of operations, primarily through transportation agreements.
| 1 Year | 2-3 Years | 4-5 Years | Thereafter | Total | ||||||||||||||||
| Transportation commitments | $ | $ | $ | $ | $ | |||||||||||||||
| | 2026 Q3 Financial Statements | 15 |
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
All amounts expressed in thousands of Canadian dollars, unless otherwise noted (unaudited)
13. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reconciles the net changes in non-cash working capital and other liabilities from the consolidated statements of financial position to the consolidated statement of cash flows:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Change in accounts receivable | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Change in inventories | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in prepaid expenses and deposits | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in accounts payable and accrued liabilities | ||||||||||||||||
| ( | ) | ( | ) | |||||||||||||
| Other items impacting changes in non-cash working capital: | ||||||||||||||||
| Non-cash working capital acquired (Note 3) | ||||||||||||||||
| Withholding taxes on share units | ( | ) | ( | ) | ||||||||||||
| Unrealized foreign exchange gain (loss) related to working capital | ( | ) | ||||||||||||||
| Related to operating activities | ( | ) | ||||||||||||||
| Related to investing activities | ( | ) | ||||||||||||||
| Net change in non-cash working capital | $ | $ | $ | $ | ||||||||||||
| Cash interest paid (included in operating activities) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Cash interest received (included in operating activities) | $ | $ | $ | $ | ||||||||||||
| | 2026 Q3 Financial Statements | 16 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Greenfire Resources Ltd. (“Greenfire” or the “Company”) is dated November 8, 2026, which is the date this MD&A was approved by the Board of Directors of the Company (the “Board of Directors”), and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements (“financial statements”) and notes thereto for the three and nine months ended September 30, 2026 and 2025, and the audited consolidated financial statements for the years ended December 31, 2025 and 2024 (“annual financial statements”) and the related MD&A. The financial statements, including the comparative figures, were prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board.
Additional information about Greenfire has been filed with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (the “SEC”) and is available on SEDAR+ at www.sedarplus.ca, including Greenfire’s Annual Information Form, dated March 12, 2026 (the “2025 AIF”), which is also filed with the SEC under cover of Form 40-F. Information contained in or otherwise accessible through our website, even if referred to in this MD&A, does not constitute part of this MD&A and is not incorporated by reference into this MD&A.
This MD&A contains forward-looking information based on the Company’s current expectations and projections. For information on the material factors and assumptions underlying such forward-looking information, refer to the “Forward-Looking Statements” section of this MD&A. Refer to the “Abbreviations” section of this MD&A for information regarding abbreviations used in this MD&A.
This MD&A contains non-GAAP financial measures and non-GAAP financial ratios (the “Non-GAAP Measures”). Non-GAAP measures include adjusted EBITDA, operating netback, operating netback, excluding realized gain (loss) on risk management contracts, effective royalty rate, capital expenditures, adjusted funds flow, adjusted free cash flow (deficit), available funding, and net surplus (debt). When non-GAAP measures are expressed on a per barrel basis, they are non-GAAP ratios. This MD&A also contains supplementary financial measures derived from IFRS Accounting Standards. Supplementary financial measures include gross profit (loss), and depletion. For additional information regarding these non-GAAP and supplementary financial measures refer to the “Non-GAAP and Other Financial Measures” section of this MD&A.
All financial information included in this MD&A is presented in Canadian dollars (“$” or “C$”), unless otherwise noted. Certain dollar amounts have been rounded to the nearest million dollars or thousand dollars, as noted, and tables may not add due to rounding. Unless indicated otherwise, production volumes and per unit statistics are presented throughout this MD&A 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. Dollar per barrel ($/bbl) figures presented throughout this MD&A are based upon sold bitumen barrels unless otherwise noted. The Company monitors and reviews financial information on a per barrel basis for comparability to prior period results and to analyze the Company’s competitiveness relative to its peer group.
DESCRIPTION OF BUSINESS
Greenfire is an oil sands producer focused on the development of its long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada, with its registered offices in Calgary, Alberta. Greenfire 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’s common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “GFR”. At September 30, 2026, approximately 72.0% of the Company’s common shares were owned by certain limited partnerships comprising Waterous Energy Fund and its affiliates (collectively, “WEF”).
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 2 |
GREENFIRE’S ASSETS AND STRATEGY
Greenfire’s principal assets are the Hangingstone and Great Divide assets. The Hangingstone asset consists of two Steam-Assisted Gravity Drainage (“SAGD”) oil production facilities: the Expansion Asset (“HE Asset”) and the Demo Asset. Located approximately 50 kilometers south of Fort McMurray, Alberta, these facilities are operated by Greenfire, with the Company holding a 75% working interest in the Expansion Asset and a 100% working interest in the Demo Asset. The Great Divide asset consists of two SAGD oil production facilities, Pod One and Algar, in which the Company holds 100% working interests. The Great Divide asset is located approximately 70 kilometers south of Fort McMurray, Alberta.
The Company’s strategic objective is to manage and enhance its asset portfolio to maximize long-term net asset value per share for Greenfire shareholders. This goal is expected to be achieved by investing in proven, industry-standard SAGD optimization techniques, which are designed to increase production levels to leverage existing facility spare capacities, while maintaining disciplined control over its operating cost structures.
RECENT DEVELOPMENTS
Connacher Acquisition
On August 5, 2026, Greenfire completed the previously announced acquisition of all issued and outstanding common shares of Connacher Oil and Gas Limited (“Connacher”) for total cash consideration of $1.297 billion (the “Acquisition”). Connacher’s operating and financial results have been included in Greenfire’s consolidated results from the date of Acquisition.
Rights Offering
On September 16, 2026, Greenfire completed a rights offering of its common shares to its shareholders (the “2026 Rights Offering”). The 2026 Rights Offering resulted in the issuance of approximately 115.0 million common shares for gross proceeds of $774.3 million. Refer to the “Capital Resources and Liquidity – Rights Offerings” section in this MD&A for additional details.
Increased Revolving Credit Facility
On August 5, 2026, in connection with the Acquisition, Greenfire closed the upsizing of its Senior Credit Facility from $275.0 million to $1.0 billion. The Senior Credit Facility now matures on August 5, 2028. Refer to the “Capital Resources and Liquidity – Senior Credit Facility” section in this MD&A for additional details.
Drilling and Development Update
Greenfire has completed drilling twenty-six well pairs across three new pads at the Expansion Asset and is targeting a return to full plant capacity of ~26,000 bbls/d (100% W.I.) by 2028.
HE Pad 7 (14 Well Pairs): Drilling was completed and steam injection commenced in the third quarter of 2026. First oil was achieved in November 2026, with production expected to ramp through the third quarter of 2027.
HE Pad 5SE (3 Well Pairs): Drilling was completed in the third quarter of 2026. First steam is anticipated in the fourth quarter of 2026, and the target for first oil has been accelerated and is anticipated in the first quarter of 2027 (previously the second quarter of 2027).
HE Pad 8 (9 Well Pairs): Drilling was completed in the fourth quarter of 2026. First steam is anticipated in the second quarter of 2027, with first oil remaining on schedule and anticipated in the third quarter of 2027.
Demo Asset: Base production has been sustained through ongoing optimization activities. Greenfire plans to initiate an infill well drilling program in the first quarter of 2027.
Great Divide Asset: Greenfire is preparing to commence an infill well drilling program in the fourth quarter of 2026. The Company has substantially completed the integration initiatives associated with its previously announced $30 million annual cash flow synergy target from the Acquisition.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 3 |
FINANCIAL & OPERATING HIGHLIGHTS
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Bitumen production (bbls/d) | 27,166 | 15,757 | 18,542 | 16,327 | ||||||||||||
| Oil sales | 305,254 | 141,137 | 631,975 | 469,316 | ||||||||||||
| Oil sales ($/bbl) | 91.12 | 73.24 | 90.24 | 76.23 | ||||||||||||
| Gross profit (loss)(1) | 4,881 | 14,526 | (2,758 | ) | 104,747 | |||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts(2) | 106,116 | 44,193 | 209,864 | 134,980 | ||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(2) | 42.75 | 31.16 | 41.39 | 30.62 | ||||||||||||
| Operating netback(2) | 69,223 | 53,328 | 129,893 | 152,837 | ||||||||||||
| Operating netback ($/bbl)(2) | 27.89 | 37.60 | 25.61 | 34.67 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | (20,952 | ) | (8,751 | ) | (40,492 | ) | 56,142 | |||||||||
| Adjusted EBITDA(2) | 62,849 | 48,286 | 111,186 | 133,875 | ||||||||||||
| Cash provided by operating activities | 85,401 | 48,764 | 122,337 | 101,169 | ||||||||||||
| Adjusted funds flow(2) | 49,210 | 38,051 | 95,662 | 103,338 | ||||||||||||
| Cash used in investing activities | (1,320,723 | ) | (2,727 | ) | (1,419,886 | ) | (48,492 | ) | ||||||||
| Capital expenditures(2) | 40,625 | 17,896 | 146,880 | 55,035 | ||||||||||||
| (1) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
| (2) | Non-GAAP measures or ratios without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
Liquidity and Financial Position
| September 30, | December 31, | |||||||
| ($ thousands) | 2026 | 2025 | ||||||
| Cash | 9,480 | 41,974 | ||||||
| Working capital surplus (deficit) | (38,145 | ) | 53,358 | |||||
| Infrastructure Loan(1) | (45,628 | ) | - | |||||
| Senior Credit Facility(1) | (570,000 | ) | - | |||||
| Undrawn Senior Credit Facility capacity | 430,000 | 275,000 | ||||||
| Net surplus (debt)(2) | (587,081 | ) | 49,746 | |||||
| Available funding(2) | 456,922 | 324,746 | ||||||
| (1) | Amounts represent undiscounted principal only and exclude interest and transaction costs. |
| (2) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 4 |
PRODUCTION AND COMMODITY PRICING
Bitumen Production and Sales
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| (Average barrels per day) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Bitumen production(1) | 27,166 | 15,757 | 18,542 | 16,327 | ||||||||||||
| Bitumen sales – Undiluted | 862 | 952 | 1,141 | 1,284 | ||||||||||||
| Bitumen sales – Blended with diluent | 26,122 | 14,465 | 17,434 | 14,864 | ||||||||||||
| Bitumen sales(1) | 26,984 | 15,417 | 18,575 | 16,148 | ||||||||||||
| Purchased diluent - Blended into sales volumes | 9,431 | 5,528 | 7,076 | 6,403 | ||||||||||||
| Sales volumes | 36,415 | 20,945 | 25,651 | 22,551 | ||||||||||||
| (1) | Bitumen sales differ from bitumen production due to inventory fluctuations. |
Greenfire’s oil sales include both bitumen blended with diluent, which is transported by pipeline, and a smaller portion of undiluted bitumen, which is trucked to a sales point.
Bitumen production increased by 72% (11,409 bbl/d) and 14% (2,215 bbl/d) for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in 2025. These increases were primarily attributable to production from the Great Divide asset acquired on August 5, 2026 as part of the Acquisition.
Commodity Prices
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||
| Benchmark | Unit | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| WTI(1) | US$/bbl | 85.79 | 64.93 | 83.50 | 66.70 | ||||||||||||||
| WCS differential to WTI | US$/bbl | (13.89 | ) | (10.39 | ) | (14.24 | ) | (11.11 | ) | ||||||||||
| WCS Hardisty | US$/bbl | 71.90 | 54.54 | 69.26 | 55.59 | ||||||||||||||
| Edmonton Condensate (C5+) | US$/bbl | 82.60 | 63.25 | 83.27 | 65.68 | ||||||||||||||
| WTI(2) | C$/bbl | 120.00 | 89.43 | 115.62 | 93.29 | ||||||||||||||
| WCS differential to WTI | C$/bbl | (19.43 | ) | (14.31 | ) | (19.72 | ) | (15.54 | ) | ||||||||||
| WCS Hardisty(2) | C$/bbl | 100.57 | 75.12 | 95.90 | 77.75 | ||||||||||||||
| WCS differential to Edm Condensate (C5+) | C$/bbl | (14.97 | ) | (12.00 | ) | (19.40 | ) | (14.11 | ) | ||||||||||
| Edm Condensate (C5+)(2) | C$/bbl | 115.54 | 87.12 | 115.30 | 91.87 | ||||||||||||||
| AECO 5A (C$/GJ) | C$/GJ | 1.48 | 0.60 | 1.64 | 1.42 | ||||||||||||||
| Alberta power pool (C$/MWh) | C$/MWh | 35.46 | 51.53 | 32.21 | 44.10 | ||||||||||||||
| Average FX Rate (US$/C$)(3) | US$/C$ | 1.3988 | 1.3774 | 1.3847 | 1.3987 | ||||||||||||||
| (1) | As per NYMEX oil futures contract. |
| (2) | Converted from above using the average exchange rate for the specific period. |
| (3) | Average exchange rates for the specified periods. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 5 |
WCS Hardisty
WCS is a blend of heavy crude oils that serves as the pricing benchmark for Canadian heavy oil at Hardisty, Alberta. Greenfire’s bitumen sales revenue is most directly correlated to WCS pricing. WCS is priced at a discount to WTI, with this difference referred to as the WCS differential. The WCS differential is subject to variability driven by factors such as production volumes, egress capacity, scheduled infrastructure maintenance, refinery demand, and other market conditions in Western Canada.
Condensate
Greenfire uses condensate, sourced from the Edmonton area, as a blending diluent to facilitate the transportation of its produced bitumen. The price of condensate has historically been correlated to the price of WTI.
AECO
Natural gas is used for steam generation and non-condensable gas (“NCG”) co-injection. NCG is used to manage reservoir pressure and improve bitumen recovery.
FINANCIAL RESULTS
Oil Sales
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Oil sales | 305,254 | 141,137 | 631,975 | 469,316 | ||||||||||||
| - ($/bbl)(1) | 91.12 | 73.24 | 90.24 | 76.23 | ||||||||||||
| (1) | Based on total sales volumes including blended diluent. |
Oil sales increased 116% (or $164.1 million) for the three months ended September 30, 2026, to $305.3 million compared to $141.1 million in the same quarter of 2025. This increase reflects a 34% increase in Canadian-denominated WCS pricing and a 74% increase in sales volumes.
Oil sales increased 35% (or $162.7 million) for the nine months ended September 30, 2026, to $632.0 million compared to $469.3 million for the nine months ended September 30, 2025. This increase reflects a 23% increase in Canadian-denominated WCS pricing and a 14% increase in sales volumes.
Royalties
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Crown royalties | 30,812 | 4,538 | 43,036 | 15,294 | ||||||||||||
| Gross overriding royalties | 4,389 | - | 4,389 | - | ||||||||||||
| Royalties | 35,201 | 4,538 | 47,425 | 15,294 | ||||||||||||
| - ($/bbl) | 14.19 | 3.2 | 9.35 | 3.47 | ||||||||||||
| Effective royalty rate(1) | 18.98 | % | 5.50 | % | 13.11 | % | 5.89 | % | ||||||||
| (1) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 6 |
Royalties consist of Crown royalties on bitumen production payable to the Province of Alberta, calculated using government-prescribed royalty rates, and gross overriding royalties payable to third-party royalty holders. Crown royalty rates are based on and adjust with the Canadian dollar equivalent WTI benchmark price. Greenfire’s gross overriding royalties are associated with the Great Divide asset and are calculated on and adjust with a sliding-scale royalty rate.
The effective royalty rate was 18.98% and 13.11% during the three and nine months ended September 30, 2026, respectively, compared to 5.50% and 5.89% for the same respective periods in 2025. The higher effective royalty rate reflects higher Canadian-denominated WTI benchmark prices in 2026, and the gross overriding royalties associated with the Great Divide asset in the current periods.
Realized and Unrealized Gain (Loss) on Risk Management Contracts
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Realized gain (loss) | (36,893 | ) | 9,135 | (79,971 | ) | 17,857 | ||||||||||
| Unrealized gain (loss) | (17,854 | ) | (18,940 | ) | (46,139 | ) | 13,248 | |||||||||
| Risk management contracts gains (losses) | (54,747 | ) | (9,805 | ) | (126,110 | ) | 31,105 | |||||||||
Greenfire uses risk management contracts to protect its cash flows against volatility in commodity prices. Financial contracts settled in the period result in realized gains or losses based on the market price compared to the contract price and the notional volume outstanding. Realized losses occur when the average price of the hedged commodity settles above the contract price, while realized gains occur in the opposite scenario. Generally, realized gains and losses on risk management contracts resulting from fluctuations in energy prices are largely offset by an inverse gain or loss on physical sales or purchases. As the forward markets for commodities fluctuate, changes in the fair value of unsettled financial contracts are reported as unrealized gains or losses.
During the three and nine months ended September 30, 2026, Greenfire recognized realized losses of $36.9 million and $80.0 million, respectively, compared to realized gains of $9.1 million and $17.9 million for the same periods of 2025. Realized gains occur when the average price of the hedged commodity settles below the contract price, while realized losses occur in the opposite scenario.
As a result of remeasuring its risk management contracts to fair value, Greenfire recognized a non-cash unrealized loss of $17.9 million for the three months ended September 30, 2026, compared to a loss of $18.9 million in the same period of 2025. For the nine months ended September 30, 2026, Greenfire recognized a non-cash unrealized loss of $46.1 million, compared to a gain of $13.2 million in the same period of 2025. These unrealized gains and losses primarily reflect changes in forward commodity prices during the respective reporting periods.
Diluent Expense
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Diluent expense | 104,809 | 49,011 | 234,677 | 179,295 | ||||||||||||
| - ($/bbl)(1) | 10.36 | 8.29 | 11.89 | 10.44 | ||||||||||||
| (1) | Represents the differential between the cost of purchased condensate and the sales value recovered on those same volumes when sold as diluted bitumen. Computed as oil sales minus diluent expense, divided by barrels of bitumen sold, with oil sales per barrel then subtracted. |
To facilitate the transportation of bitumen, the Company uses condensate and butane as blending diluents. Greenfire’s diluent expense includes the cost of diluent and associated transportation costs. Diluent expense per barrel represents the differential between the cost of purchased condensate and butane and the sales value recovered on those same volumes when sold as diluted bitumen at the point of sale.
Diluent expense per barrel increased by 25% and 14% to $10.36/bbl and $11.89/bbl during the three and nine months ended September 30, 2026, respectively, compared to $8.29/bbl and $10.44/bbl for the corresponding periods in 2025.
Diluent expense per barrel is primarily influenced by the relationship between condensate and WCS benchmark prices, as diluent is purchased based on condensate pricing while the blended dilbit is priced on the WCS benchmark. During the three and nine months ended September 30, 2026, the WCS-to-Edmonton Condensate (C5+) differential increased by 25% and 37%, respectively, compared to the same periods of 2025, contributing to higher diluent expense per barrel (see “Production and Commodity Pricing - Commodity Prices” section of this MD&A).
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 7 |
Transportation and Marketing Expense
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Marketing fees | 1,470 | 1,852 | 4,796 | 7,868 | ||||||||||||
| Oil transportation expense | 14,967 | 9,607 | 35,621 | 30,191 | ||||||||||||
| Transportation and marketing | 16,437 | 11,459 | 40,417 | 38,059 | ||||||||||||
| Marketing fees ($/bbl) | 0.59 | 1.31 | 0.95 | 1.78 | ||||||||||||
| Oil transportation expense ($/bbl) | 6.03 | 6.77 | 7.02 | 6.85 | ||||||||||||
| Transportation and marketing ($/bbl) | 6.62 | 8.08 | 7.97 | 8.63 | ||||||||||||
Transportation expenses include the costs to move bitumen between the assets and to the sales points. Marketing fees are incurred under contracts with a reputable international energy marketing company. A portion of Greenfire’s production is expected to remain subject to these marketing contracts through October 2028.
Marketing expenses per barrel were $0.59/bbl and $0.95/bbl during the three and nine months ended September 30, 2026, respectively, compared to $1.31/bbl and $1.78/bbl for the corresponding periods in 2025. These decreases were primarily attributable to the expiry of certain marketing fees in the third quarter of 2025, lower marketing costs associated with the Great Divide asset, and higher sales volumes, which reduced fixed costs on a per-barrel basis.
Transportation expense per barrel decreased by 11% (or $0.74/bbl) to $6.03/bbl for the three months ended September 30, 2026, compared to $6.77/bbl in the same quarter of 2025. These changes reflect the impact of higher sales volumes, which reduced fixed costs on a per-barrel basis and efficiencies gained from the Acquisition.
Transportation expense per barrel increased by 2% (or $0.17/bbl) to $7.02/bbl for the nine months ended September 30, 2026, compared to $6.85/bbl in the corresponding period of 2025. The increase was primarily attributable to lower sales volumes in the first half of 2026, compared to the same period of 2025, which resulted in the fixed transportation costs being allocated over fewer barrels. This was partially offset by higher sales volumes and lower transportation expense per barrel in the third quarter of 2026.
Operating Expenses
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Operating expenses – energy(1) | 12,019 | 5,766 | 24,856 | 24,098 | ||||||||||||
| Operating expenses – non-energy(1) | 30,672 | 26,170 | 74,736 | 77,590 | ||||||||||||
| Operating expenses | 42,691 | 31,936 | 99,592 | 101,688 | ||||||||||||
| Operating expenses – energy ($/bbl)(1) | 4.84 | 4.07 | 4.90 | 5.47 | ||||||||||||
| Operating expenses – non-energy ($/bbl)(1) | 12.36 | 18.45 | 14.74 | 17.60 | ||||||||||||
| Operating expenses ($/bbl) | 17.20 | 22.52 | 19.64 | 23.07 | ||||||||||||
| (1) | Greenfire revised the classification of certain costs between energy and non-energy operating expenses based on their underlying nature. Comparative figures have been adjusted to conform to the current period presentation. This reclassification had no impact on total operating expenses. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 8 |
Operating expenses include both energy operating expenses and non-energy operating expenses.
| ● | Energy operating expenses include the cost of natural gas for steam generation and NCG co-injection, electricity for facility operations, and carbon taxes. |
| ● | Non-energy operating expenses relate to production-related operating activities, including staff, contractors and associated travel and camp costs, chemicals, insurance, equipment rentals, maintenance and site administration, among other costs. |
For the three and nine months ended September 30, 2026, operating expenses per barrel decreased by 24% (or $5.32) to $17.20/bbl and decreased by 15% (or $3.43/bbl) to $19.64/bbl, respectively, compared to the same periods in 2025.
Energy operating expenses per barrel increased by 19% (or $0.77/bbl) to $4.84/bbl for the three months ended September 30, 2026, compared to $4.07/bbl in the same quarter of 2025. This increase was primarily attributable to higher benchmark natural gas prices (see “Production and Commodity Pricing – Commodity Prices” section of this MD&A).
Energy operating expenses per barrel decreased by 10% (or $0.57/bbl) to $4.90/bbl for the nine months ended September 30, 2026, compared to $5.47/bbl in the corresponding period of 2025. This decrease was primarily attributable to lower emissions compliance costs following a Q2 2026 update to the emissions intensity benchmarks applicable to the Company’s facilities, partially offset by higher benchmark prices for natural gas.
Non-energy operating expenses per barrel decreased by 33% and 16% to $12.36/bbl and $14.74/bbl during the three and nine months ended September 30, 2026, respectively, compared to $18.45/bbl and $17.60/bbl for the corresponding periods in 2025. The decrease was primarily attributable to lower staffing costs resulting from changes to the field staffing structure.
Depletion and Depreciation Expenses
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Depletion | 46,488 | 19,862 | 86,512 | 61,338 | ||||||||||||
| Depreciation | 381 | 50 | 664 | 159 | ||||||||||||
| Depletion and depreciation expense | 46,869 | 19,912 | 87,176 | 61,497 | ||||||||||||
| - ($/bbl) | 18.88 | 14.04 | 17.19 | 13.95 | ||||||||||||
For the three and nine months ended September 30, 2026, depletion and depreciation expense increased by 135% (or $27.0 million) and 42% (or $25.7 million), respectively, compared to the same periods in 2025. These increases were primarily attributable to larger production volumes and the higher cost base of property, plant and equipment acquired as part of the Acquisition.
Operating Netback(1)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Gross profit (loss)(2) | 4,881 | 14,526 | (2,758 | ) | 104,747 | |||||||||||
| Depletion | 46,488 | 19,862 | 86,512 | 61,338 | ||||||||||||
| Loss (gain) on risk management contracts | 54,747 | 9,805 | 126,110 | (31,105 | ) | |||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts(1) | 106,116 | 44,193 | 209,864 | 134,980 | ||||||||||||
| Realized gain (loss) on risk management contracts | (36,893 | ) | 9,135 | (79,971 | ) | 17,857 | ||||||||||
| Operating netback(1) | 69,223 | 53,328 | 129,893 | 152,837 | ||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(1) | 42.75 | 31.16 | 41.39 | 30.62 | ||||||||||||
| Operating netback ($/bbl)(1) | 27.89 | 37.60 | 25.61 | 34.67 | ||||||||||||
| (1) | Non-GAAP measures or ratios without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| (2) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 9 |
Operating netback per barrel decreased by 26% to $27.89/bbl and $25.61/bbl during the three and nine months ended September 30, 2026, respectively, compared to $37.60/bbl and $34.67/bbl for the corresponding periods in 2025. These decreases were primarily attributable to higher royalty expenses and realized losses on risk management contracts, compared to realized gains in the corresponding periods of 2025, which more than offset the improvements in revenue and operating costs during the current periods.
Gross Profit (Loss)(1)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Oil sales, net of royalties | 270,053 | 136,599 | 584,550 | 454,022 | ||||||||||||
| Gain (loss) on risk management contracts | (54,747 | ) | (9,805 | ) | (126,110 | ) | 31,105 | |||||||||
| 215,306 | 126,794 | 458,440 | 485,127 | |||||||||||||
| Diluent expense | (104,809 | ) | (49,011 | ) | (234,677 | ) | (179,295 | ) | ||||||||
| Transportation and marketing | (16,437 | ) | (11,459 | ) | (40,417 | ) | (38,059 | ) | ||||||||
| Operating expenses | (42,691 | ) | (31,936 | ) | (99,592 | ) | (101,688 | ) | ||||||||
| Depletion | (46,488 | ) | (19,862 | ) | (86,512 | ) | (61,338 | ) | ||||||||
| Gross profit (loss)(1) | 4,881 | 14,526 | (2,758 | ) | 104,747 | |||||||||||
| (1) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
Gross profit decreased by $9.6 million to $4.9 million for the three months ended September 30, 2026, compared to $14.5 million in the corresponding period of 2025. For the nine months ended September 30, 2026, Greenfire recorded a gross loss of $2.8 million, compared to a gross profit of $104.7 million in the corresponding period of 2025. The decreases in both periods were driven by losses on risk management contracts.
General & Administrative Expenses (“G&A”)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| General and administrative expenses | 12,710 | 4,676 | 23,359 | 19,106 | ||||||||||||
| - ($/bbl) | 5.12 | 3.30 | 4.61 | 4.33 | ||||||||||||
G&A expenses include head office and corporate costs such as salaries and employee benefits, legal fees, audit and tax-related fees and other professional services and may also include expenses related to corporate strategic initiatives, if any, among other costs.
For the three months ended September 30, 2026, G&A expenses increased by 172% (or $8.0 million) to $12.7 million compared to $4.7 million for the same period of 2025. For the nine months ended September 30, 2026, G&A expenses increased by 22% (or $4.3 million) to $23.4 million compared to $19.1 million for the same period of 2025. These increases were primarily attributable to a one-time staffing restructuring charge of $6.5 million incurred in the third quarter of 2026. The nine months ended September 30, 2025, included a one-time expense of $1.9 million associated with challenging the Company’s adoption of a shareholder rights plan, in which WEF was successful. Refer to the “Related Party Transaction” section in this MD&A for further information.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 10 |
Financing and Interest Expenses
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Interest expenses | 11,523 | 10,523 | 13,554 | 31,671 | ||||||||||||
| Financing expenses | 2,438 | 3,478 | 3,829 | 7,734 | ||||||||||||
| Financing and interest expenses | 13,961 | 14,001 | 17,383 | 39,405 | ||||||||||||
Interest expenses include cash-settled interest on the Senior Credit Facility, Infrastructure Loan, 2028 Notes, Letter of Credit Facility, Bridge Facility, and other related charges. Financing expenses include the non-cash amortization of debt issuance costs, redemption premiums on the 2028 Notes, accretion of lease liability and accretion of decommissioning liabilities.
Financing and interest expenses for the three months ended September 30, 2026 were $14.0 million, consistent with the same period of 2025.
During the nine months ended September 30, 2026, financing and interest expenses decreased by 56% (or $22.0 million) to $17.4 million compared to $39.4 million for the same period of 2025. This decrease was primarily attributable to the redemption of the 2028 Notes on December 19, 2025, partially offset by interest and financing costs associated with debt incurred to finance the Acquisition, primarily in the third quarter of 2026.
Refer to the “Capital Resources and Liquidity” section in this MD&A for definitions and additional details of Greenfire’s debt, the Senior Credit Facility, and the Letter of Credit Facility.
Stock-Based Compensation
Stock-based compensation expense relates to share awards issued under the omnibus share incentive plan (the “Incentive Plan”) adopted in February 2024. The Company’s Board of Directors suspended further grants under the Incentive Plan. The remaining awards will be expensed over their vesting periods.
Gain on Sale of Assets
In August 2026, Greenfire sold its non-producing McKay River asset to an arm’s length party for cash proceeds of approximately $5.5 million, derecognizing associated decommissioning liabilities of approximately $2.7 million, and recognized a gain on disposal of $4.2 million.
In September 2026, Greenfire sold certain pipeline assets obtained from the Acquisition to an arm’s length midstream operator for cash proceeds of approximately $15.4 million, with no gain or loss recognized on disposal. Greenfire retains access to the related sales egress via a tolling agreement.
Loss (Gain) on Revaluation of Warrants
Greenfire has approximately 7.5 million warrants outstanding that are exercisable for 1.4677 common shares at an exercise price of USD$7.83 per share and expire on September 19, 2028. The warrants are remeasured to their fair value at each reporting date with the change recognized through the statement of comprehensive income (loss). In connection with 2025 Rights Offering and 2026 Rights Offering, the exchange ratio and exercise price of the warrants were adjusted.
The outstanding warrants expire on September 19, 2028, and contain a cashless exercise feature, permitting settlement without the cash payment of the exercise price via the issuance of a net number of common shares. This cashless exercise feature results in the warrants being treated as a financial liability and requires remeasurement at each reporting date.
Upon remeasurement of the warrants to fair value, the Company recognized a loss of $6.3 million for the three months ended September 30, 2026, compared to a gain of $1.1 million in the same period of 2025. For the nine months ended September 30, 2026, the Company recognized a loss of $8.5 million compared to a gain of $15.0 million in the comparative period. Such losses were primarily attributable to a reduction in the warrant exercise price resulting from the 2026 Rights Offering and an increase in the closing share price of the Company’s common shares.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 11 |
Income Tax
For the three months ended September 30, 2026, Greenfire recognized an income tax recovery of $3.0 million, compared to an income tax recovery of $0.1 million in the same period of 2025. For the nine months ended September 30, 2026, Greenfire recognized an income tax recovery of $8.3 million, compared to an income tax expense of $11.7 million in the same period of 2025. Deferred tax expense or recovery typically varies inversely with income (loss) before income taxes.
Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA(1)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | (20,952 | ) | (8,751 | ) | (40,492 | ) | 56,142 | |||||||||
| Add (deduct): | ||||||||||||||||
| Income tax expense (recovery) | (3,033 | ) | (100 | ) | (8,287 | ) | 11,749 | |||||||||
| Unrealized loss (gain) on risk management contracts | 17,854 | 18,940 | 46,139 | (13,248 | ) | |||||||||||
| Stock-based compensation | 137 | 1,186 | 285 | 2,836 | ||||||||||||
| Financing and interest | 13,961 | 14,001 | 17,383 | 39,405 | ||||||||||||
| Depletion and depreciation | 46,869 | 19,912 | 87,176 | 61,497 | ||||||||||||
| Non-recurring transactions(2) | 6,521 | - | 6,521 | 1,853 | ||||||||||||
| Gain on sale of assets | (4,247 | ) | - | (4,247 | ) | - | ||||||||||
| Loss (gain) on revaluation of warrants | 6,280 | (1,123 | ) | 8,452 | (14,971 | ) | ||||||||||
| Foreign exchange loss (gain) | (409 | ) | 5,290 | (741 | ) | (8,946 | ) | |||||||||
| Other income(3) | (132 | ) | (1,069 | ) | (1,003 | ) | (2,442 | ) | ||||||||
| Adjusted EBITDA(1) | 62,849 | 48,286 | 111,186 | 133,875 | ||||||||||||
| Adjusted EBITDA(1) ($/bbl) | 25.33 | 34.04 | 21.93 | 30.37 | ||||||||||||
| (1) | Non-GAAP measures or ratios without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| (2) | See “Financial Results – General & Administrative Expenses” and “Related Party Transaction” sections of this MD&A for further information. |
| (3) | Excludes the portion of other income generated by the Company’s oil and gas properties. |
For the three months ended September 30, 2026, Greenfire incurred a net loss of $21.0 million compared to a net loss of $8.8 million in the same quarter of 2025, a difference of $12.2 million. For the nine months ended September 30, 2026, Greenfire incurred a net loss of $40.5 million compared to net income of $56.1 million in the corresponding period of 2025, a difference of $96.6 million. These changes represent the cumulative effect of the factors discussed throughout the “Financial Results” section of this MD&A.
Adjusted EBITDA increased 30% (or $14.6 million) for the three months ended September 30, 2026, to $62.8 million compared to $48.3 million for the same quarter of 2025. The increase was primarily attributable to higher oil sales, partially offset by higher royalties and diluent expenses, as well as realized losses on risk management contracts.
Adjusted EBITDA decreased 17% (or $22.7 million) for the nine months ended September 30, 2026, to $111.2 million compared to $133.9 million for the same period of 2025. The decrease was driven by higher diluent expense, royalties and realized losses on risk management contracts, partially offset by higher oil sales.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 12 |
Net Income (Loss) per Share
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ per share, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) per share – basic and diluted | (0.15 | ) | (0.12 | ) | (0.30 | ) | 0.80 | |||||||||
| Weighted average shares outstanding – basic (‘000) | 143,119 | 70,253 | 134,325 | 70,083 | ||||||||||||
| Weighted average shares outstanding – diluted (‘000) | 143,119 | 70,253 | 134,325 | 70,178 | ||||||||||||
For the three months ended September 30, 2026, basic and diluted net loss per share was $0.15 compared to basic and diluted net loss per share of $0.12 in the same period of 2025. For the nine months ended September 30, 2026, basic and diluted net loss per share was $0.30 compared to basic and diluted net income per share of $0.80 in the same period of 2025. The increases in weighted shares outstanding primarily relate to the 2025 Rights Offering and the 2026 Rights Offerings. Refer to the “Capital Resources and Liquidity –Rights Offerings” section of this MD&A for additional details.
RISK MANAGEMENT
The Company’s activities expose it to a variety of financial risks that arise as a result of its exploration, development, production and financing activities. These risks include market risk, credit risk, and liquidity risk. Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates and interest rates, will affect the Company’s cash flow, income, or the value of its financial instruments.
Commodity Price Risk
The Company is exposed to commodity price risk on its oil sales, diluent expense and energy operating costs due to fluctuations in market prices. The Company continues to execute a risk management program that is primarily designed to reduce the volatility of revenue and cash flow, generate sufficient cash flows to service any debt obligations and to fund the Company’s operations. The Company’s risk management assets and liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differential, condensate differential, natural gas and electricity. The Company does not use financial derivatives for speculative purposes.
The Company’s risk management program does not involve margin accounts that require posting of margin, including in scenarios of increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
Outstanding Financial Risk Management Contracts at September 30, 2026
| Instrument | Units | Volume (per day) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q4 2026 | WTI Costless Collar | US$ / bbl | 8,147 | - | $ | 59.92 | $ | 73.94 | ||||||||||||
| Q4 2026 | WTI Fixed Price Swap | US$ / bbl | 674 | $ | 68.83 | - | - | |||||||||||||
| Q4 2026 | WTI Fixed Price Swap | C$ / bbl | 5,475 | $ | 81.01 | - | - | |||||||||||||
| Q4 2026 | WCS Differential Swap | C$ / bbl | 8,000 | $ | (18.58 | ) | - | - | ||||||||||||
| Q4 2026 | C5 Differential Swap | C$ / bbl | 2,520 | $ | (1.00 | ) | - | - | ||||||||||||
| Q4 2026 | AECO Swap | C$ / GJ | 31,000 | $ | 2.25 | - | - | |||||||||||||
| Q1 2027 | WTI Costless Collar | US$ / bbl | 12,000 | - | $ | 67.92 | $ | 87.02 | ||||||||||||
| Q1 2027 | AECO Swap | C$ / GJ | 37,000 | $ | 2.67 | - | - | |||||||||||||
| Q2 2027 | WTI Costless Collar | US$ / bbl | 5,000 | - | $ | 67.50 | $ | 83.26 | ||||||||||||
| Q2 2027 | AECO Swap | C$ / GJ | 37,000 | $ | 2.67 | - | - | |||||||||||||
| Q3 – Q4 2027 | AECO Swap | C$ / GJ | 37,000 | $ | 2.67 | - | - | |||||||||||||
| Q1 – Q4 2028 | AECO Swap | C$ / GJ | 27,000 | $ | 2.93 | - | - | |||||||||||||
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 13 |
Subsequent to September 30, 2026, Greenfire entered into the following financial commodity risk management contracts:
| Instrument | Units | Volume (per day) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q4 2026 | WTI Fixed Price Swap | US$ / bbl | 842 | $ | 90.06 | - | - | |||||||||||||
| Q1 2027 | WTI Fixed Price Swap | US$ / bbl | 3,000 | $ | 87.26 | - | - | |||||||||||||
| Q2 2027 | WTI Costless Collar | US$ / bbl | 5,000 | - | $ | 75.00 | $ | 92.92 | ||||||||||||
Foreign Exchange Risk
The Company’s exposure to foreign currency risk consists of any US Dollar denominated cash, accounts receivable, risk management contracts, accounts payable and accrued liabilities, and, to the extent that the Senior Credit Facility is drawn in US dollars, debt. As at September 30, 2026, Greenfire’s net foreign exchange risk exposure was US$26.0 million liability, and a 10% change in the foreign exchange rate would result in a $3.7 million change in the foreign exchange gain or loss.
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowings drawn under the Senior Credit Facility, as the interest charged on the credit facility fluctuates with floating interest rates. Any letters of credit issued are subject to fixed interest rates and are not exposed to changes in interest rates. A 1% change in the interest rate would result in a $0.8 million change in the interest expense for the nine months ended September 30, 2026.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil sales and joint interest partners.
The Company manages its credit risk exposure by transacting with high-quality creditworthy counterparties and monitoring credit worthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generally collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months of the invoice being issued. All risk management contracts are held with large financial institutions. The Company has not previously experienced any material credit losses on the collection of accounts receivable.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient available reserves to meet its financial obligations at any point in time. The Company expects to achieve this objective through prudent capital spending, an active commodity risk management program and through strategies such as continuously monitoring forecast and actual cash flows from operating, financing and investing activities, and available credit facilities. Management believes that future cash flows generated from these sources will be adequate to settle Greenfire’s financial liabilities. Refer to the “Commitments and Contractual Obligations” section of this MD&A for additional details.
CAPITAL RESOURCES AND LIQUIDITY
The Company’s capital management objective is to maintain financial flexibility and sufficient liquidity to execute on planned capital programs, while meeting short and long-term commitments. The Company strives to actively manage its capital structure in response to changes in economic conditions and the risk characteristics of the underlying oil sands assets. At September 30, 2026, the Company’s capital structure consists of working capital surplus (deficit), debt and shareholders’ equity. Management believes that its current capital resources and its ability to manage cash flow and working capital levels will allow the Company to meet its current and future obligations, and to fund the other needs of the business.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 14 |
Senior Credit Facility
Greenfire has a reserves-based credit facility (the “Senior Credit Facility”) comprised of a $50.0 million operating facility and a $950.0 million syndicated facility, providing total committed credit of $1.0 billion (December 31, 2025 - $275.0 million). The Senior Credit Facility’s borrowing base is subject to a semi-annual review, occurring in May and November each year, and is established based on the lenders’ evaluation of the Company’s bitumen reserves, incorporating their prevailing commodity price assumptions.
On August 5, 2026, in connection with the closing of the Acquisition, the Senior Credit Facility was amended to increase the total committed credit from $275.0 million to $1.0 billion, extend the maturity date to August 5, 2028, and waive the November 2026 borrowing base review.
The Senior Credit Facility is available on a revolving basis, may be drawn in Canadian or U.S. dollars, and bears interest at floating rates based on applicable Canadian or U.S. benchmark rates(1), plus applicable margins. The applicable margin is determined on a quarterly basis by reference to the Company’s trailing twelve-month Debt to EBITDA Ratio(2). The undrawn portion of the Senior Credit Facility is subject to a standby fee.
The Senior Credit Facility is secured by a first-priority security interest over substantially all of the Company’s assets, excluding the sales pipeline assets pledged as security for the Infrastructure Loan. The Senior Credit Facility contains customary restrictive covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, and sell assets. The Senior Credit Facility is not subject to any financial covenants.
Infrastructure Loan
On August 5, 2026, in connection with the Acquisition, the Company assumed a limited recourse amortizing term loan secured by certain pipeline assets acquired as part of the Acquisition (the “Infrastructure Loan”). The Infrastructure Loan is non-recourse to Greenfire’s upstream assets, bears interest at a fixed rate of 11.25% per annum, and is repayable through blended monthly payments of principal and interest until October 2039.
Letter of Credit Facility
Greenfire maintains a separate $75.0 million letter of credit facility with a financial institution that is supported by Export Development Canada’s Account Performance Security Guarantee program (the “EDC APSG Facility”). During the second quarter of 2026, the EDC APSG Facility capacity was increased from $55.0 million to $75.0 million. The EDC APSG Facility is available on a demand basis. As at September 30, 2026, the Company had $64.6 million (December 31, 2025 - $54.0 million) in letters of credit outstanding under the EDC APSG Facility. Letters of credit issued under the EDC APSG Facility do not reduce Greenfire’s borrowing capacity under the Senior Credit Facility. The Company and its subsidiary have indemnified Export Development Canada for any payments made to the financial institution; however, the obligations under such indemnity are unsecured.
Bridge Facility
On August 5, 2026, to finance the Acquisition, the Company fully drew on a new $575.0 million underwritten bridge facility (the “Bridge Facility”). The Bridge Facility was fully repaid in September 2026 with proceeds from the 2026 Rights Offering.
Acquired Term Loan
As part of the Acquisition, Greenfire acquired Connacher’s term loan (the “Acquired Term Loan”). Pursuant to the acquisition agreement, Greenfire fully repaid the Acquired Term Loan upon closing of the Acquisition for total cash consideration of $62.5 million.
Senior Secured Notes
On September 20, 2023, Greenfire issued US$300 million of senior secured notes (the “2028 Notes”). The 2028 Notes bore interest at a fixed rate of 12.00%, were to mature on October 1, 2028, and were secured by a second-priority lien on the Company’s assets. On December 19, 2025, the outstanding 2028 Notes were voluntarily redeemed at 106% of their principal amount. All accrued interest on the 2028 Notes was settled concurrently.
| (1) | Benchmark rates available include the Canadian prime rate, U.S. base rate, Canadian overnight repo rate average, and the secured overnight financing rate. |
| (2) | As defined in the Senior Credit Facility Agreement. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 15 |
Rights Offerings
On September 16, 2026, Greenfire completed a rights offering of its common shares, issuing approximately 115.0 million common shares for gross proceeds of $774.3 million.
On December 19, 2025, Greenfire completed a rights offering of its common shares (the “2025 Rights Offering”), issuing approximately 55.1 million common shares for gross proceeds of $298.7 million.
WEF exercised its rights under both rights offerings in proportion to its existing ownership interest and on the same terms as other shareholders. WEF also provided standby commitments to acquire any unsubscribed shares under both rights offerings. Both rights offerings were oversubscribed, and the standby commitments were not utilized. WEF received no compensation for either commitment.
Net Surplus (Debt)(1)
| September 30, | December 31, | |||||||
| ($ thousands) | 2026 | 2025 | ||||||
| Face value of debt(2) | (615,628 | ) | - | |||||
| Accounts payable and accrued liabilities | (176,256 | ) | (88,432 | ) | ||||
| Cash | 9,480 | 41,974 | ||||||
| Accounts receivable | 143,456 | 66,186 | ||||||
| Inventories | 43,634 | 20,596 | ||||||
| Prepaid expenses and deposits | 8,233 | 9,422 | ||||||
| Net surplus (debt)(1) | (587,081 | ) | 49,746 | |||||
| (1) | Non-GAAP measure without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| (2) | Amounts represent undiscounted principal only and exclude interest and transaction costs. |
As at September 30, 2026, Greenfire had a net debt of $587.1 million compared to a net surplus of $49.7 million at December 31, 2025, representing an increase of $636.8 million in net debt. The increase in net debt was primarily attributable to property, plant and equipment expenditures, debt assumed and cash consideration paid in connection with the Acquisition, which collectively exceeded cash flow from operating activities and proceeds from the 2026 Rights Offering.
Available Funding(1)
| September 30, | December 31, | |||||||
| ($ thousands) | 2026 | 2025 | ||||||
| Current assets | 204,803 | 149,194 | ||||||
| Current liabilities | (242,948 | ) | (95,836 | ) | ||||
| Working capital surplus (deficit) | (38,145 | ) | 53,358 | |||||
| Current portion of risk management contracts | 49,466 | (11,016 | ) | |||||
| Current portion of lease liabilities and other | 3,021 | 3,276 | ||||||
| Warrant liability | 12,580 | 4,128 | ||||||
| Undrawn capacity under the Senior Credit Facility(2) | 430,000 | 275,000 | ||||||
| Available funding(1) | 456,922 | 324,746 | ||||||
| (1) | Non-GAAP measure without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| (2) | As at September 30, 2026, the Company had a $1,000.0 million borrowing base (December 31, 2025 - $275.0 million) under the Senior Credit Facility, of which $570.0 million was drawn at September 30, 2026 (December 31, 2025 - $nil). |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 16 |
As at September 30, 2026, Greenfire had a working capital deficit of $38.1 million compared to a surplus of $53.4 million at December 31, 2025, representing a decrease of $91.5 million. This decrease was primarily attributable to a $60.5 million change in the fair value of the current portion of the Company’s risk management contracts and a $32.5 million decrease in cash, reflecting the Company’s use of available cash to reduce outstanding debt at September 30, 2026.
Available funding increased by $132.2 million to $456.9 million as at September 30, 2026, compared to $324.7 million as at December 31, 2025. This increase was primarily attributable to the expansion of the Senior Credit Facility in connection with the Acquisition. See the “Capital Resources and Liquidity – Senior Credit Facility” section of this MD&A for additional details.
Share Capital
| November 8, | September 30, | December 31, | ||||||||||
| (thousands of shares, units, or warrants) | 2026 | 2026 | 2025 | |||||||||
| Common shares | 240,416 | 240,414 | 125,407 | |||||||||
| Warrants(1) | 7,527 | 7,527 | 7,527 | |||||||||
| Performance share units(2) | 133 | 140 | 249 | |||||||||
| Restricted share units | 27 | 32 | 84 | |||||||||
| (1) | Each warrant is exercisable for 1.4677 common shares at a price of US$7.83 per share. |
| (2) | The performance share units are exercisable for between 0.0 and 2.0 shares per unit, based on specified performance conditions. As at the dates presented, none of these conditions have been satisfied. |
The Company is authorized to issue an unlimited number of common shares without a nominal or par value. The Company’s Board of Directors has suspended further grants of performance share units and restricted share units under the Incentive Plan.
Cash Flow Summary
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Cash provided (used) by: | ||||||||||||||||
| Operating activities | 85,401 | 48,764 | 122,337 | 101,169 | ||||||||||||
| Financing activities | 1,241,835 | (2,235 | ) | 1,264,914 | (4,290 | ) | ||||||||||
| Investing activities | (1,320,723 | ) | (2,727 | ) | (1,419,886 | ) | (48,492 | ) | ||||||||
| Exchange rate impact on cash | 5 | 874 | 141 | (1,150 | ) | |||||||||||
| Change in cash | 6,518 | 44,676 | (32,494 | ) | 47,237 | |||||||||||
Cash Provided by Operating Activities
Cash provided by operating activities in the third quarter of 2026 was $85.4 million compared to $48.8 million for the same period of 2025. This increase was primarily attributable to higher Adjusted EBITDA and changes in non-cash working capital.
For the nine months ended September 30, 2026, cash provided by operating activities was $122.3 million compared to $101.2 million in the corresponding period of 2025. This increase was attributable to changes in non-cash working capital.
Based on current and forecasted production levels, operating expenses, capital expenditures, existing commodity price risk management contracts and current outlook for commodity prices, the Company expects cash provided by operating activities will be sufficient to cover its operational commitments and financial obligations over the next twelve months.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 17 |
Cash Provided (Used) by Financing Activities
For the three months ended September 30, 2026, cash provided by financing activities was $1,241.8 million, compared to cash used in financing activities of $2.2 million in the same period of 2025. For the nine months ended September 30, 2026, cash provided by financing activities was $1,264.9 million, compared to cash used in financing activities of $4.3 million in the same period of 2025. The increases in both periods were primarily attributable to proceeds from the 2026 Rights Offering and borrowings under the Senior Credit Facility to finance the Acquisition.
Cash Used in Investing Activities
Cash used in investing activities for the three months ended September 30, 2026 was $1,320.7 million compared to $2.7 million in the same period of 2025. Cash used in investing activities for the first nine months of 2026 was $1,419.9 million, compared to $48.5 million in the same period of 2025. The increases in both periods were primarily attributable to the Acquisition in the third quarter of 2026 and higher property, plant and equipment expenditures compared to 2025.
Capital Expenditures(1)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Property, plant and equipment expenditures | 61,551 | 17,896 | 167,806 | 55,035 | ||||||||||||
| Proceeds from dispositions | (20,926 | ) | - | (20,926 | ) | - | ||||||||||
| Capital expenditures(1) | 40,625 | 17,896 | 146,880 | 55,035 | ||||||||||||
| (1) | Non-GAAP measure without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
Capital expenditures for the three months ended September 30, 2026 were $40.6 million, compared to $17.9 million for the same period in 2025. Capital expenditures for the nine months ended September 30, 2026 were $146.9 million, compared to $55.0 million for the same period in 2025. The increases in both periods were primarily driven by the development of Pad 7, Pad 5SE, and Pad 8 at the HE Asset. Collectively these Pads consist of twenty-six well pairs and represent the first new well pairs drilled at the HE Asset since 2017.
Proceeds from dispositions relate to the sale of the Company’s non-producing McKay River asset and certain pipeline assets. See the see the “Financial Results – Gain on Sale of Assets” section in this MD&A for additional details.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 18 |
Adjusted Funds Flow(1) and Adjusted Free Cash Flow (Deficit)(1)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Cash provided by operating activities | 85,401 | 48,764 | 122,337 | 101,169 | ||||||||||||
| Non-recurring transactions(2) | 6,521 | - | 6,521 | 1,853 | ||||||||||||
| Changes in non-cash working capital | (42,712 | ) | (10,713 | ) | (33,196 | ) | 316 | |||||||||
| Adjusted funds flow(1) | 49,210 | 38,051 | 95,662 | 103,338 | ||||||||||||
| Property, plant and equipment expenditures | (61,551 | ) | (17,896 | ) | (167,806 | ) | (55,035 | ) | ||||||||
| Disposition proceeds | 20,926 | - | 20,926 | - | ||||||||||||
| Adjusted free cash flow (deficit)(1) | 8,585 | 20,155 | (51,218 | ) | 48,303 | |||||||||||
| (1) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| (2) | See “Financial Results – General & Administrative Expenses” section in this MD&A for further information. |
Adjusted funds flow was $49.2 million during the three months ended September 30, 2026, compared to $38.1 million during the same period in 2025. The increase in adjusted funds flow is due to the increase in Adjusted EBITDA discussed above (see the “Financial Results – Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA” section in this MD&A).
Adjusted funds flow was $95.7 million during the nine months ended September 30, 2026, compared to $103.3 million during the same period in 2025. The decrease in adjusted funds flow corresponds to the declines in Adjusted EBITDA discussed above, (see the “Financial Results – Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA” section in this MD&A).
Greenfire’s adjusted free cash flow was $8.6 million during the three months ended September 30, 2026, compared to adjusted free cash flow of $20.2 million during the same period in 2025. Adjusted free cash flow deficit was $51.2 million during the nine months ended September 30, 2026, compared to adjusted free cash flow of $48.3 million during the same period in 2025 The decreases in both periods were primarily attributable to higher expenditures on property, plant and equipment in 2026.
RELATED PARTY TRANSACTION
In the first quarter of 2025, Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with its adoption of a shareholder rights plan and related hearings before the Alberta Securities Commission, in which WEF was successful. The reimbursement was reviewed and approved by the independent members of the Company’s Board of Directors.
WEF provided standby commitments to acquire any unsubscribed shares under the 2025 Rights Offering and the 2026 Rights Offering. Both rights offerings were oversubscribed, and the standby commitments were not utilized. WEF received no compensation for either commitment. Refer to the “Capital Resources and Liquidity –Rights Offerings” section of this MD&A for additional details.
The Bridge Facility was secured by cash security arrangements provided by WEF, which arrangements were terminated upon repayment of the Bridge Facility in September 2026. WEF received no compensation for this commitment.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 19 |
SUMMARY OF QUARTERLY RESULTS
| 2026 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| ($ thousands, unless otherwise noted) | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | ||||||||||||||||||||||||
| BUSINESS ENVIRONMENT(1) | ||||||||||||||||||||||||||||||||
| WTI (US$/bbl) | 85.79 | 92.79 | 71.93 | 59.14 | 64.93 | 63.74 | 71.42 | 70.27 | ||||||||||||||||||||||||
| WTI (C$/bbl) | 120.00 | 128.38 | 98.66 | 82.49 | 89.43 | 88.22 | 102.47 | 98.32 | ||||||||||||||||||||||||
| WCS (C$/bbl) | 100.57 | 108.10 | 79.24 | 66.87 | 75.12 | 74.00 | 84.29 | 80.75 | ||||||||||||||||||||||||
| AECO (C$/GJ) | 1.48 | 1.55 | 1.90 | 2.11 | 0.60 | 1.60 | 2.05 | 1.40 | ||||||||||||||||||||||||
| FX (US$/C$)(2) | 1.399 | 1.384 | 1.372 | 1.395 | 1.377 | 1.384 | 1.435 | 1.399 | ||||||||||||||||||||||||
| OPERATING RESULTS | ||||||||||||||||||||||||||||||||
| Bitumen production (bbls/d) | 27,166 | 13,607 | 14,719 | 15,699 | 15,757 | 15,748 | 17,495 | 19,384 | ||||||||||||||||||||||||
| FINANCIAL RESULTS | ||||||||||||||||||||||||||||||||
| Oil sales | 305,254 | 179,408 | 147,313 | 133,987 | 141,137 | 144,542 | 183,637 | 208,895 | ||||||||||||||||||||||||
| Oil sales ($/bbl) | 91.12 | 103.63 | 76.65 | 65.20 | 73.24 | 72.53 | 82.10 | 79.00 | ||||||||||||||||||||||||
| Operating expenses | 42,691 | 21,154 | 35,747 | 27,322 | 31,936 | 31,823 | 37,929 | 40,864 | ||||||||||||||||||||||||
| Operating expenses ($/bbl) | 17.20 | 16.98 | 26.63 | 18.84 | 22.52 | 22.35 | 24.21 | 21.83 | ||||||||||||||||||||||||
| Gross profit (loss)(3) | 4,881 | 73,021 | (80,660 | ) | 27,144 | 14,526 | 55,829 | 34,392 | 26,471 | |||||||||||||||||||||||
| Operating netback(4) | 69,223 | 29,233 | 31,437 | 51,146 | 53,328 | 49,905 | 49,604 | 65,183 | ||||||||||||||||||||||||
| Operating netback ($/bbl)(4) | 27.89 | 23.46 | 23.42 | 35.26 | 37.60 | 35.06 | 31.67 | 34.81 | ||||||||||||||||||||||||
| Adjusted EBITDA(4) | 62,849 | 22,755 | 25,582 | 46,908 | 48,286 | 44,273 | 41,316 | 62,472 | ||||||||||||||||||||||||
| Net income (loss) | (20,952 | ) | 53,462 | (73,002 | ) | (8,638 | ) | (8,751 | ) | 48,730 | 16,163 | 78,562 | ||||||||||||||||||||
| Per share - basic | (0.15 | ) | 0.43 | (0.58 | ) | (0.11 | ) | (0.12 | ) | 0.69 | 0.23 | 1.13 | ||||||||||||||||||||
| Per share - diluted | (0.15 | ) | 0.43 | (0.58 | ) | (0.11 | ) | (0.12 | ) | 0.69 | 0.23 | 1.09 | ||||||||||||||||||||
| Cash provided by operating activities | 85,401 | 35,573 | 1,363 | 35,292 | 48,764 | 17,732 | 34,673 | 60,195 | ||||||||||||||||||||||||
| Adjusted funds flow(4) | 49,210 | 21,913 | 24,539 | 40,162 | 38,051 | 33,843 | 31,444 | 52,950 | ||||||||||||||||||||||||
| Capital expenditures(4) | 40,625 | 56,662 | 49,593 | 56,731 | 17,896 | 10,840 | 26,299 | 13,161 | ||||||||||||||||||||||||
| Adjusted free cash flow (deficit)(4) | 8,585 | (34,749 | ) | (25,054 | ) | (16,569 | ) | 20,155 | 23,003 | 5,145 | 39,789 | |||||||||||||||||||||
| FINANCIAL POSITION | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 9,480 | 2,962 | 544 | 41,974 | 114,656 | 69,980 | 72,238 | 67,419 | ||||||||||||||||||||||||
| Total assets | 2,784,827 | 1,312,016 | 1,298,318 | 1,285,444 | 1,303,797 | 1,285,472 | 1,270,152 | 1,257,471 | ||||||||||||||||||||||||
| Total non-current financial liabilities | 642,649 | 54,800 | 36,108 | 22,751 | 332,528 | 331,914 | 338,990 | 100,181 | ||||||||||||||||||||||||
| Total debt | 603,864 | 24,636 | 2,361 | - | 321,869 | 314,705 | 329,627 | 328,930 | ||||||||||||||||||||||||
| Shareholders’ equity | 1,899,230 | 1,146,861 | 1,093,568 | 1,166,857 | 879,436 | 886,993 | 838,126 | 821,431 | ||||||||||||||||||||||||
| (1) | These benchmark prices are not the Company’s realized sales price. |
| (2) | Quarterly average exchange rates as per the Bank of Canada. |
| (3) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
| (4) | Non-GAAP measures or ratios without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 20 |
RISK FACTORS
The Company’s business is subject to numerous risks and uncertainties, any of which may adversely affect the Company’s business and its financial results and results of its operations. Certain of these risks and uncertainties are described throughout this MD&A. For additional information refer to the “Risk Factors” section in our 2025 AIF, which is also filed with the SEC under cover of Form 40-F, is available online at www.sedarplus.ca, www.sec.gov and on our website at www.greenfireres.com.
NON-GAAP AND OTHER FINANCIAL MEASURES
Certain financial measures in this MD&A are non-GAAP financial measures or ratios. These non-GAAP 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 MD&A also contains supplementary financial measures. Supplementary financial measures are derived from IFRS Accounting Standards. Non-GAAP and supplementary financial measures are not intended to represent or replace measures prepared in accordance with IFRS Accounting Standards.
Non-GAAP financial measures and ratios include: adjusted EBITDA, operating netback, operating netback, excluding realized gain (loss) on risk management contracts, adjusted funds flow, adjusted free cash flow (deficit), effective royalty rate, capital expenditures, available funding, net surplus (debt) and per barrel figures associated with non-GAAP financial measures.
Supplementary financial measures include: gross profit (loss), and depletion.
While these measures are commonly used in the oil and natural gas industry, the Company’s determination of these measures may not be comparable with calculations of similar measures presented by other reporting issuers. We believe that the inclusion of these specified financial measures provides useful information to financial statement users when evaluating the financial results of Greenfire.
Non-GAAP Financial Measures & Ratios
Adjusted EBITDA (including per barrel ($/bbl))
Adjusted EBITDA is used to measure Greenfire’s profitability from its underlying asset base on a continuing basis. When adjusted EBITDA is expressed on a per barrel basis it is a non-GAAP ratio.
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. Adjusted EBITDA ($/bbl) is calculated by dividing adjusted EBITDA by the Company’s total bitumen sales volume in a specified period.
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA. For a reconciliation of net income (loss) and comprehensive income (loss) to adjusted EBITDA, see the “Financial Results – Net Income (loss) and comprehensive income (loss) and Adjusted EBITDA” section in this MD&A.
Operating Netback (including per barrel ($/bbl)) and Operating Netback, excluding realized gain (loss) on risk management contracts (including per barrel ($/bbl))
Operating netback and operating netback, excluding realized gain (loss) on risk management contracts are financial measures widely used in the oil and gas industry as measures of a company’s profitability. When Operating netback is expressed on a per barrel basis it is a non-GAAP ratio.
Operating netback, excluding realized gain (loss) on risk management contracts is comprised of gross profit (loss), plus loss on risk management contracts, less gain on risk management contracts and plus depletion expense on the Company’s operating assets. Operating netback, excluding realized gain (loss) on risk management contracts per barrel ($/bbl) is calculated by dividing operating netback, excluding realized gain (loss) on risk management contracts by the Company’s bitumen sales volume in a specified period. Operating netback is further adjusted for realized gain (loss) risk management contracts, as appropriate. Operating netback per barrel ($/bbl) is calculated by dividing operating netback by the Company’s bitumen sales volume in a specified period.
Gross profit (loss) is the most directly comparable GAAP measure to operating netback and operating netback, excluding realized (gain) loss on risk management contracts. See the “Financial Results – Operating Netback” section in this MD&A for a reconciliation of gross profit (loss) to operating netback and operating netback, excluding realized gain (loss) on risk management contracts.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 21 |
Adjusted Funds Flow
Management uses the adjusted funds flow measure to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cash flow internally generated from ongoing operating related activities.
Adjusted funds flow is computed as cash provided by operating activities, excluding the impact of changes in non-cash working capital, transaction costs and transactions considered non-recurring in nature or outside of normal business operations.
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. For a reconciliation of cash provided by operating activities to adjusted funds flow, see the “Capital Resources and Liquidity – Adjusted Funds Flow and Adjusted Free Cash Flow (Deficit)” section in this MD&A.
Adjusted Free Cash Flow (Deficit)
Management uses adjusted free cash flow (deficit) as an indicator of the efficiency and liquidity of its business, measuring its funds after capital investment that are available to manage debt levels and return capital to shareholders.
Adjusted free cash flow (deficit) is computed as cash provided by operating activities, excluding the impact of changes in non-cash working capital, adjusted for transaction costs and transactions considered non-recurring in nature or outside of normal business operations, plus proceeds from disposition, less property, plant and equipment expenditures and property acquisitions but excluding cash paid for corporate acquisitions. Corporate acquisitions are acquisitions in which Greenfire acquires an equity interest in another corporation.
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted free cash flow (deficit). For a reconciliation of cash provided by operating activities to adjusted free cash flow (deficit), see the “Capital Resources and Liquidity – Adjusted Funds Flow and Adjusted Free Cash Flow (Deficit)” section in this MD&A.
Effective Royalty Rate
Management uses effective royalty rate, a non-GAAP ratio, to compare between pre and post-payout crown royalties by calculating a royalty rate on a consistent basis. “Payout” is reached when net revenue is greater than costs for the cumulative project. Royalties consist of crown royalties on bitumen production paid to the Province of Alberta, based on government prescribed royalty rates and gross overriding royalties paid to third-party royalty holders.
Pre-payout royalty rates range from 1% to 9%, depending on the average monthly Canadian dollar equivalent WTI benchmark price, and are applied to gross revenue. For royalty purposes, gross revenue is determined based on blended bitumen sales revenue, net of diluent costs and applicable transportation and storage costs.
Post-payout royalty rates range from 25% to 40%, depending on the average monthly Canadian dollar equivalent WTI benchmark price, and are applied to net revenue. For royalty purposes, net revenue is determined as gross revenue less allowable operating and capital costs. Post-payout royalties are calculated as the greater of the net revenue royalty and the pre-payout gross revenue royalty.
The actual royalty rate applied will differ from the effective royalty rate. The effective royalty rate is calculated as royalty expense divided by oil sales after diluent and oil transportation expenses.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Oil sales | 305,254 | 141,137 | 631,975 | 469,316 | ||||||||||||
| Diluent expense | (104,809 | ) | (49,011 | ) | (234,677 | ) | (179,295 | ) | ||||||||
| Oil transportation expense | (14,967 | ) | (9,607 | ) | (35,621 | ) | (30,191 | ) | ||||||||
| Oil sales after diluent and transportation expense | 185,478 | 82,519 | 361,677 | 259,830 | ||||||||||||
| Royalties | 35,201 | 4,538 | 47,425 | 15,294 | ||||||||||||
| Effective royalty rate | 18.98 | % | 5.50 | % | 13.11 | % | 5.89 | % | ||||||||
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 22 |
Capital Expenditures
Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is calculated as property, plant and equipment expenditures, including expenditures for direct acquisitions of oil and gas properties and other assets, less proceeds from dispositions of property, plant and equipment. Capital expenditures excludes cash paid for corporate acquisitions, which are acquisitions in which Greenfire acquires an equity interest in another corporation.
Management uses capital expenditures to assess the Company’s investment in its asset base, including development activities and direct asset acquisitions. Management believes that capital expenditures provides investors, analysts and other stakeholders with useful insight into the Company’s investments into property, plant and equipment.
Property, plant and equipment expenditures is the most directly comparable GAAP measure to capital expenditures. For a reconciliation of cash used in investing activities to capital expenditures, see the “Capital Resources and Liquidity – Capital Expenditures” section of this MD&A.
Net Surplus (Debt)
Management uses net surplus (debt) to monitor and evaluate the Company’s financial strength, and financing requirements.
Net surplus (debt) is computed as the face value of Greenfire’s debt adjusted for accounts payable and accrued liabilities, cash, accounts receivable, inventories, and prepaid expenses and deposits.
Debt is the most directly comparable GAAP measure to net surplus (debt). For a reconciliation of debt to net surplus (debt), see the “Capital Resources and Liquidity – Net Surplus (Debt)” section in this MD&A.
Available Funding
Management uses available funding to assess liquidity, financial flexibility and the Company’s ability to fund capital expenditures and other obligations as they come due.
Available funding is calculated as working capital surplus (deficit), adjusted to exclude the current portion of risk management contracts, current portion of lease liabilities and other, current portion of decommissioning obligations, warrant liabilities, assets held for sale, and liabilities associated with assets held for sale, and including the undrawn capacity available under the Company’s Senior Credit Facility.
Net working capital surplus (deficit) is the GAAP measure that is the most directly comparable measure to available funding. For a reconciliation of net working capital surplus (deficit) to available funding, see the “Capital Resources and Liquidity – Available Funding” section in this MD&A.
Supplementary Financial Measures
Gross Profit (Loss)
Gross profit (loss) is a supplementary financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses gross profit (loss) to assess its core operating performance before considering other expenses such as general and administrative costs, financing costs, and income taxes. Gross profit (loss) is calculated as oil sales, net of royalties, plus gains on risk management contracts, less losses on risk management contracts, diluent expense, operating expense, depletion expense on the Company’s operating assets, transportation expenses and marketing expenses.
Management believes that gross profit (loss) provides investors, analysts, and other stakeholders with useful insight into the Company’s ability to generate profitability from its core operations before non-operating expenses. See the “Financial Results – Gross Profit (Loss)” section in this MD&A for a reconciliation of gross profit (loss).
Depletion
The term “depletion” or “depletion expense” is the portion of depletion and depreciation expense reflecting the cost of development and extraction of its bitumen reserves. The term “Depreciation expense” is the portion of depletion and depreciation expense for assets not directly associated with the development and extraction of the Company’s bitumen reserves.
Management uses these metrics to analyze those costs directly associated with capital cost of different property, plant and equipment types. A quantitative reconciliation of depletion expense and depreciation expense to the most directly comparable GAAP financial measure, Depletion and depreciation expense, is contained under the “Financial Results – Depletion and Depreciation Expenses” section of this MD&A.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 23 |
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
The Company enters into commitments and contractual obligations in the normal course of operations. The following table is a summary of management’s estimate of the contractual maturities of obligations as at September 30, 2026:
| ($ thousands) | 1 Year | 2-3 Years | 4-5 Years | Thereafter | Total | |||||||||||||||
| Accounts payable and accrued liabilities | 176,256 | - | - | - | 176,256 | |||||||||||||||
| Risk management contracts | 49,466 | 4,773 | - | - | 54,239 | |||||||||||||||
| Lease liabilities and other(1) | 3,209 | 4,009 | 1,046 | 1,197 | 9,461 | |||||||||||||||
| Debt(2) | 1,625 | 573,850 | 4,816 | 35,337 | 615,628 | |||||||||||||||
| Financial liabilities | 230,556 | 582,632 | 5,862 | 36,534 | 855,584 | |||||||||||||||
| Transportation commitments | 52,301 | 261,113 | 321,930 | 1,249,494 | 1,884,838 | |||||||||||||||
| Total future payments | 282,857 | 843,745 | 327,792 | 1,286,028 | 2,740,422 | |||||||||||||||
| (1) | Amounts represent expected undiscounted cash payments. |
| (2) | Amounts represent undiscounted principal only and exclude interest and transaction costs. |
Management believes its current capital resources, combined with its ability to manage cash flow and working capital requirements, will enable the Company to meet its current and future obligations, and fund other business needs. In the short term, the Company anticipates meeting its cash requirements through a combination of cash on hand, operating cash flows, and accessing its available credit facilities.
OFF-BALANCE SHEET ARRANGEMENTS
Greenfire does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and which are not disclosed in the financial statements.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management reviews its estimates on a regular basis. The emergence of new information and changed circumstances may result in actual results or changes to estimates that differ materially from current estimates. The Company’s use of estimates and judgements in preparing the annual financial statements is discussed in Note 2 of the annual financial statements.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Disclosure Controls and Procedures (“DC&P”)
The Company’s President and Vice President, Finance (“VP Finance”) have established and maintained DC&P and evaluated the effectiveness of the design and operation of these controls to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s President and VP Finance by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in the annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. Based on that evaluation, and subject to the scope limitation described below, the President and the VP Finance have concluded and certified the Company’s DC&P are effective as of September 30, 2026.
Internal Control over Financial Reporting (“ICFR”)
Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. Internal control over the Company’s financial reporting is a process designed by, or designed under the supervision of, the Company’s President and VP Finance, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual financial statements and interim financial statements for external purposes in accordance with IFRS Accounting Standards.
The Company’s President and VP Finance have assessed the effectiveness of the Company’s ICFR as defined in Rules 13a-15(f) and 15d-15(f) of the US Securities Exchange Act of 1934 and as defined in Canada by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”). This assessment was based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Subject to the scope limitation described below, the President and VP Finance have concluded and certified that the Company’s ICFR was effective as of September 30, 2026.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 24 |
There have been no changes in the Company’s internal control over financial reporting that occurred during the period ended September 30, 2026, other than those associated with the Connacher Acquisition described below, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
It should be noted that a control system, no matter how well conceived, can provide only reasonable, but not absolute assurance that the objectives of the control system will be met, and it should not be expected that the disclosure and internal controls and procedures will prevent all errors or fraud.
Connacher Acquisition
On August 5, 2026, Greenfire completed the acquisition of Connacher. Connacher’s operations have been included in Greenfire’s consolidated financial statements since the acquisition date. However, Greenfire has not had sufficient time to appropriately assess the DC&P and ICFR previously used by Connacher or fully integrated them with those of Greenfire. As a result, Greenfire’s certifying officers have limited the scope of their design of DC&P and ICFR to exclude controls, policies and procedures of Connacher (as permitted by applicable securities laws in Canada and the U.S.). Greenfire expects to complete its assessment and integration of Connacher’s controls, policies and procedures by August 5, 2027.
During the three months ended September 30, 2026, the assets previously held by Connacher contributed revenues of $131.7 million (representing 43% of total revenues) and net income before taxes of $10.4 million. At September 30, 2026, current assets of $173.8 million, non-current assets of $1,337.7 million, current liabilities of $147.0 million and non-current liabilities of $57.1 million were associated with the acquired entity.
FORWARD-LOOKING STATEMENTS
This MD&A contains forward-looking statements or forward-looking information within the meaning of the applicable United States federal securities laws and applicable Canadian securities laws (forward-looking information being collectively hereinafter referred to as “forward-looking statements”). Such forward-looking statements are based on expectations, estimates and projections as at the date of this MD&A. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, “is expected”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases (including negative and grammatical variations), or stating that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements and information concerning: the intentions, strategy, plans and future actions of the Company; that Greenfire plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth; Greenfire’s strategic objective to manage and enhance its asset portfolio to maximize long-term net asset value per share for Greenfire shareholders, including by investing in proven, industry-standard SAGD optimization techniques; the expected benefits from the Acquisition, including the $30 million annual cash flow synergy target; expected production ramp-up from Pad 7; expected timing for first steam injection, and first oil production from Pad 5SE and Pad 8; expected timing for the planned infill well drilling programs at the Demo Asset and the Great Divide Asset; expectations that cash provided by operating activities will be sufficient to cover the Company’s operational commitments and financial obligations; the term of certain marketing contracts; management’s belief that the Company’s current capital resources and its ability to manage cash flow and working capital levels will allow the Company to meet its current and future obligations, to make interest and principal payments, and to fund the other needs of the business; expectations related to the Company’s risk management program; expected timing for the completion of Greenfire’s assessment and integration of Connacher’s controls, policies and procedures; and statements relating to the business and future activities of the Company after the date of this MD&A.
Forward-looking statements are based on the beliefs of the Company’s management, as well as on assumptions, which management believes to be reasonable based on information available at the time such statements were made. In addition to other assumptions set out herein, the forward-looking statements contained herein are based on the following assumptions: the ability to realize the expected benefits and synergies from the Acquisition; the quality of the integrated resource/assets meeting expectations; the ability and timing to complete the assessment and integration of Connacher’s controls, policies and procedures; Greenfire’s ability to compete with other companies; the anticipated future financial or operating performance of the Company; the expected results of operations, including expectations regarding development at Pad 7, Pad 5SE and Pad 8 and the expected timing of the infill well drilling programs at the Demo Asset and the Great Divide Asset; expectations that current trends and impacts may continue; assumptions as to future drilling results; assumptions as to costs and commodity prices; the timing and amount of funding required to execute the Company’s business plans; assumptions about future capital expenditures; the effect on the Company of any changes to existing or new legislation or policy or government regulation; the length of time required to obtain permits, certifications and approvals; the availability of labor; estimated budgets; assumptions about future interest and currency exchange rates; assumptions underlying Greenfire’s available corporate tax pools and applicable royalty rates; requirements for additional capital; the timing and possible outcome of regulatory and permitting matters; Greenfire’s ability to obtain all applicable regulatory approvals in connection with the operation of its business; goals; strategies; future growth and the adequacy of financial resources. However, by their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 25 |
Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual results, performance or achievements to differ from those expressed or implied by the forward-looking statements, including, without limitation: delay or inability to realize the expected benefits and synergies from the Acquisition; the quality of the integrated resource/assets failing to meet expectations; the delay or inability to complete the assessment and integration of Connacher’s controls, policies and procedures; a decline in oil prices or widening of differentials between various crude oil prices; lower than expected reservoir performance, including, but not limited to: lower oil production rates; the inability to recognize continued or increased efficiencies from the Company’s production enhancement program and processing plant enhancements; reduced access to or an increase in the cost of diluent; an increase in the cost of natural gas or electricity; the reliability and maintenance of Greenfire’s facilities; equipment failures that result in a failure to achieve expected benefits of capital expenditure programs or result in reduced production or increased costs; supply chain disruption and risks of increased costs relating to inflation; the uncertainty of reserve estimates and estimates and projects relating to production, costs and expenses; uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the safety and reliability of pipelines and trucking services that transport Greenfire’s products; the need to drill additional wells; the cost to transport bitumen, diluent and bitumen blend, and the cost to dispose of certain by-products; the availability and cost of insurance and the inability to insure against certain types of losses; severe weather or catastrophic events such as fires, droughts, lightning, earthquakes, extreme cold weather, storms or explosions; seasonal weather patterns and the corresponding effects of the spring thaw on Greenfire’s properties; operational and financial risks associated with wildfires in Alberta; the availability of pipeline capacity and other transportation and storage facilities for the Company’s bitumen blend; the cost of chemicals used in Greenfire’s operations, including, but not limited to, in connection with water and/or oil treatment facilities; the availability of and access to drilling equipment and key personnel; risks of cybersecurity threats including the possibility of potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of the Company’s information technology systems; Canadian heavy and light oil export capacity constraints and the resulting impact on realized pricing; the impact of global wars and conflicts on global stability including the impacts of the Russia-Ukraine war and the conflicts in the Middle East, commodity prices and the world economy, changes in the political landscape and/or legal, tax, royalty and regulatory regimes in Canada, and elsewhere; changes in applicable tariff rates; the cost of compliance with applicable regulatory regimes, including, but not limited to, environmental regulation and Government of Alberta production curtailments, if any; the ability to attract or access capital as a result of changing investor priorities and trends, including as a result of climate change, environmental, social and governance initiatives, the adoption of decarbonization policies and the general negative sentiment towards the oil and gas industry; hedging risks; variations in foreign exchange and interest rates; failure to accurately estimate abandonment and reclamation costs; the potential for management estimates and assumptions to be inaccurate; risks associated with acquisitions; and general economic, market and business conditions in Canada, the United States and globally.
The lists of risk factors set out in this MD&A or in the Company’s other public disclosure documents are not exhaustive of the factors that may affect any forward-looking statements of the Company. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out in this MD&A generally and certain economic and business factors, some of which may be beyond the control of the Company. In addition, the global financial and credit markets have experienced significant debt and equity market and commodity price volatility which could have a particularly significant, detrimental and unpredictable effect on forward-looking statements. The Company does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, the Company’s security holders should not place undue reliance on forward-looking statements.
You should carefully consider all of the risks and uncertainties described in the “Risk Factors” section of the Company’s 2025 AIF, which is also filed with the SEC under cover of Form 40-F, is available online at www.sedarplus.ca, www.sec.gov and on our website at www.greenfireres.com.
INITIAL PRODUCTION RATES
References in this MD&A to initial production rates, other short-term production rates or initial performance measures relating to new wells are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long-term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for the Company. Accordingly, the Company cautions that short-term initial results should be considered to be preliminary.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 26 |
ABBREVIATIONS
The following provides a summary of common abbreviations used in this document:
| AECO | Alberta natural gas price reference location |
| AIF | Annual Information Form |
| APSG | Account Performance Security Guarantee |
| bbl | Barrel |
| bbls/d | Barrels per day |
| $ or C$ | Canadian dollars |
| C5+ | Pentanes and heavier hydrocarbons, commonly referred to as condensate or diluent |
| DC&P | Disclosure controls and procedures |
| EDC | Export Development Canada |
| EBITDA | Earnings before interest, taxes, depreciation and amortization |
| FX | Foreign exchange |
| G&A | General and administrative |
| GJ | Gigajoule |
| HE | Hangingstone Expansion Asset |
| ICFR | Internal control over financial reporting |
| IFRS | IFRS® Accounting Standards as issued by the International Accounting Standards Board |
| MD&A | Management’s Discussion and Analysis |
| MWh | Megawatt-hour |
| NCG | Non-condensable gas |
| NYMEX | New York Mercantile Exchange |
| SAGD | Steam-Assisted Gravity Drainage |
| SEC | United States Securities and Exchange Commission |
| U.S. | United States |
| US$ | United States dollars |
| WCS | Western Canadian Select |
| WEF | Waterous Energy Fund and its affiliates |
| WTI | West Texas Intermediate |
ADDITIONAL INFORMATION
Additional information relating to the Company is available on https://www.greenfireres.com and can also be found on a website maintained by the SEC at www.sec.gov and on Greenfire’s SEDAR+ profile at www.sedarplus.ca.
| Greenfire Resources Ltd. | 2026 Q3 Management’s Discussion and Analysis | 27 |
Exhibit 99.3
| NYSE & TSX: | PRESS RELEASE |
Greenfire Resources Reports Third Quarter 2026
Results
and Provides an Operational Update
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 in 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.
Greenfire holds a 75% working interest in the Hangingstone Expansion SAGD Project (the “Expansion Asset”), a 100% working interest in the Hangingstone Demonstration SAGD Project (the “Demo Asset,” and together with the Expansion Asset, the “Hangingstone Facilities”), and a 100% working interest in the Great Divide SAGD Project (the “Great Divide Asset”). Unless otherwise indicated, production volumes and per-unit statistics are presented on a gross basis in accordance with National Instrument 51-101, representing the Company’s working interest before royalties.
CALGARY, ALBERTA – November 8, 2026 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”) today reported its operating and financial results for the quarter ended September 30, 2026 (“Q3 2026”). The unaudited condensed interim consolidated financial statements and related Management’s Discussion and Analysis (“MD&A”) will be available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar, and on Greenfire’s website at www.greenfireres.com.
Q3 2026 Highlights
| ● | Bitumen production of 27,166 bbls/d |
| ● | Adjusted funds flow(1) of $49.2 million |
| ● | Adjusted free cash flow(1) of $8.6 million |
Financial & Operating Highlights
| Three Months Ended | ||||||||||||
| ($ thousands, unless otherwise indicated) | September 30, 2026 | September 30, 2025 | June 30, 2026 | |||||||||
| WTI (US$ / bbl) | 85.79 | 64.93 | 92.79 | |||||||||
| WCS Hardisty differential to WTI (US$ / bbl) | (13.89 | ) | (10.39 | ) | (14.66 | ) | ||||||
| WCS Hardisty (C$ / bbl) | 100.57 | 75.12 | 108.10 | |||||||||
| Average FX Rate (US$ / C$) | 1.3988 | 1.3774 | 1.3836 | |||||||||
| Bitumen production (bbls/d) | 27,166 | 15,757 | 13,607 | |||||||||
| Oil sales | 305,254 | 141,137 | 179,408 | |||||||||
| Royalties | (35,201 | ) | (4,538 | ) | (7,941 | ) | ||||||
| Realized gains (losses) on risk management | (36,893 | ) | 9,135 | (39,867 | ) | |||||||
| Diluent expense | (104,809 | ) | (49,011 | ) | (69,635 | ) | ||||||
| Transportation and marketing | (16,437 | ) | (11,459 | ) | (11,578 | ) | ||||||
| Operating expenses | (42,691 | ) | (31,936 | ) | (21,154 | ) | ||||||
| Operating netback, excluding realized gain (loss) on risk management contracts (1) | 106,116 | 44,193 | 69,100 | |||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(1) | 42.75 | 31.16 | 55.45 | |||||||||
| Operating netback(1) | 69,223 | 53,328 | 29,233 | |||||||||
| Operating netback(1) ($/bbl) | 27.89 | 37.60 | 23.46 | |||||||||
| Net income (loss) and comprehensive income (loss) | (20,952 | ) | (8,751 | ) | 53,462 | |||||||
| Cash provided by operating activities | 85,401 | 48,764 | 35,573 | |||||||||
| Adjusted funds flow(1) | 49,210 | 38,051 | 21,913 | |||||||||
| Capital expenditures | (40,625 | ) | (17,896 | ) | (56,662 | ) | ||||||
| Adjusted free cash flow (deficit)(1) | 8,585 | 20,155 | (34,749 | ) | ||||||||
| Common shares (‘000 of shares) | 240,414 | 70,253 | 125,429 | |||||||||
| (1) | Non-GAAP measures or ratios without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this press release. |
Liquidity and Financial Position
| September 30, | December 31, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Cash | 9,480 | 41,974 | 2,962 | |||||||||
| Net surplus (debt)(1) | (587,081 | ) | 49,746 | (13,509 | ) | |||||||
| Undrawn Senior Credit Facility capacity(2) | 430,000 | 275,000 | 248,500 | |||||||||
| Available funding(1) | 456,922 | 324,746 | 261,491 | |||||||||
| (1) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this press release. |
| (2) | As at September 30, 2026 the Company had a $1.0 billion borrowing base (December 31, 2025 - $275.0 million, June 30, 2026 - $275.0 million) under the Senior Credit Facility, of which $570.0 million was drawn at September 30, 2026 (December 31, 2025 - $nil, June 30, 2026 - $26.5 million). |
Operational Update
Q3 2026 Review:
Consolidated production averaged 27,166 bbls/d in Q3 2026, up 100% from the prior quarter. The increase was driven primarily by the acquisition of Connacher Oil & Gas Limited (“Connacher”) and the assumption of operatorship of the Great Divide Asset on August 5, 2026 (“Connacher Acquisition”), together with higher production from the Expansion Asset.
| ● | Expansion Asset: Production averaged 9,664 bbls/d in Q3 2026, up 24% quarter-over-quarter, primarily reflecting the completion of the planned turnaround in Q2 2026. |
| ● | Demo Asset: Production averaged 5,452 bbls/d in Q3 2026, down 6% from the prior quarter, mainly due to the planned annual turnaround in September 2026. |
| ● | Great Divide Asset: Production averaged 12,050 bbls/d in Q3 2026, reflecting partial-quarter ownership following the August 5, 2026 closing of the Connacher Acquisition. On a full-quarter basis, production in Q3 2026 would have been approximately 19,449 bbls/d. |
Bitumen Production Results
| Three Months Ended | ||||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| (bbls/d) | 2026 | 2025 | 2026 | |||||||||
| Expansion Asset | 9,664 | 10,404 | 7,818 | |||||||||
| Demo Asset | 5,452 | 5,353 | 5,789 | |||||||||
| Great Divide Asset | 12,050 | - | - | |||||||||
| Consolidated | 27,166 | 15,757 | 13,607 | |||||||||
| ● | Capital expenditures, net of dispositions, in Q3 2026 totaled $40.6 million, with the majority of capital related to drilling and development activities at the Expansion Asset. The dispositions pertained to the sale of the non-producing McKay River asset, as well as the sale of certain midstream infrastructure acquired as part of the Connacher Acquisition, for total proceeds of $20.9 million. |
Development & Drilling Plans:
Expansion Asset:
Greenfire has completed drilling 26 well pairs across three new pads at the Expansion Asset, targeting a return to full plant capacity of ~26,000 bbls/d (100% W.I.) by 2028.
| ● | Pad 7 (14 well pairs): Drilling was completed and steam injection commenced in Q3 2026. First oil was achieved in November 2026, with production expected to ramp through Q3 2027. |
2
| ● | Pad 5SE (3 well pairs): Drilling was completed in Q3 2026. First steam is anticipated in November 2026, and first oil has been accelerated and anticipated in Q1 2027 (previously Q2 2027). |
| ● | Pad 8 (9 well pairs): Drilling was completed in Q4 2026. First steam is anticipated in Q2 2027, with first oil remaining on schedule and anticipated for Q3 2027. |
Demo Asset:
Base production at the Demo Asset has been sustained through ongoing optimization activities. Greenfire plans to initiate an infill well drilling program in Q1 2027.
Great Divide Asset:
Greenfire is preparing to commence an infill well drilling program in Q4 2026. The Company has substantially completed the integration initiatives associated with its previously announced $30 million annual cash flow synergy target from the Connacher Acquisition.
Financial Update
In connection with completion of the Connacher Acquisition, Greenfire upsized its reserves-based credit facility to $1.0 billion.
Greenfire also completed its previously announced $775 million offering of rights to all eligible Greenfire shareholders on September 16, 2026, and issued an aggregate of 114,985,163 Greenfire shares in connection therewith. The net proceeds of this offering were used to repay the Company’s $575 million bridge facility and a portion of the other indebtedness incurred in connection with the Connacher Acquisition.
As at September 30, 2026, Greenfire had $570 million drawn on its reserves-based credit facility.
About Greenfire
Greenfire is an oil sands producer actively developing its long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada, with its registered offices in Calgary, Alberta. The Company plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth. As part of the Company’s commitment to operational excellence, safe and reliable operations remain a top priority for Greenfire. Greenfire common shares are listed on the Toronto and New York Stock Exchange under the trading symbol “GFR”. For more information, visit greenfireres.com or find Greenfire on LinkedIn and X.
Non-GAAP and Other Financial Measures
Certain financial measures in this press release are non-GAAP financial measures or ratios. These measures do not have a standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures provided by other companies. These non-GAAP measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards. This press release also contains supplementary financial measures.
Non-GAAP financial measures and ratios include operating netback, operating netback, excluding realized (gain) loss on risk management contracts, capital expenditures, adjusted funds flow, adjusted free cash flow, net surplus (debt), available funding, and per barrel figures associated with such non-GAAP financial measures. Supplementary financial measures and ratios include gross profit (loss), and depletion.
Non-GAAP Financial Measures
Operating Netback (including per barrel ($/bbl)) and Operating Netback, excluding realized gain (loss) on risk management contracts (including per barrel ($/bbl))
Gross profit (loss) is the most directly comparable GAAP measure to operating netback and operating netback, excluding realized (gain) loss on risk management contracts. Operating netback, excluding realized gain (loss) on risk management contracts is comprised of gross profit (loss), plus loss on risk management contracts, less gain on risk management contracts and plus depletion expense on the Company’s operating assets. Operating netback, excluding realized gain (loss) on risk management contracts per barrel ($/bbl) is calculated by dividing operating netback, excluding realized gain (loss) on risk management contracts by the Company’s bitumen sales volume in a specified period. Operating netback is further adjusted for realized gain (loss) risk management contracts, as appropriate. Operating netback per barrel ($/bbl) is calculated by dividing operating netback by the Company’s bitumen sales volume in a specified period. Operating netback is a financial measure widely used in the oil and gas industry as a supplementary measure of a company’s efficiency and ability to generate cash flow for debt repayments, capital expenditures, or other uses.
3
The following table is a reconciliation of gross profit (loss) to operating netback and Operating Netback, excluding realized gain (loss) on risk management contracts:
| Three months ended | ||||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| ($ thousands, unless otherwise noted) | 2026 | 2025 | 2026 | |||||||||
| Gross profit (loss)(1) | 4,881 | 14,526 | 73,021 | |||||||||
| Depletion(1) | 46,488 | 19,862 | 19,349 | |||||||||
| Loss (gain) on risk management contracts | 54,747 | 9,805 | (23,270 | ) | ||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts | 106,116 | 44,193 | 69,100 | |||||||||
| Realized gain (loss) on risk management contracts | (36,893 | ) | 9,135 | (39,867 | ) | |||||||
| Operating netback | 69,223 | 53,328 | 29,233 | |||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl) | 42.75 | 31.16 | 55.45 | |||||||||
| Operating netback ($/bbl) | 27.89 | 37.60 | 23.46 | |||||||||
| (1) | Supplementary financial measure or ratio. Refer to the “Supplementary Financial Measures” section of this press release. |
Capital Expenditures
Property, plant and equipment expenditures is the most directly comparable GAAP measure to capital expenditures. Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is calculated as property, plant and equipment expenditures, including expenditures for direct acquisitions of oil and gas properties and other assets, less proceeds from dispositions of property, plant and equipment. Capital expenditures excludes cash paid for corporate acquisitions, which are acquisitions in which Greenfire acquires an equity interest in another corporation.
The following table is a reconciliation of capital expenditures:
| Three months ended | ||||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Property, plant and equipment expenditures | (61,551 | ) | (17,896 | ) | (56,662 | ) | ||||||
| Proceeds from dispositions | 20,926 | - | - | |||||||||
| Capital expenditures | (40,625 | ) | (17,896 | ) | (56,662 | ) | ||||||
Adjusted Funds Flow and Adjusted Free Cash Flow
Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. This measure is not intended to represent cash provided by operating activities calculated in accordance with IFRS Accounting Standards.
The adjusted funds flow measure allows management and others to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cash flow internally generated from ongoing operating related activities. We compute adjusted funds flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transaction costs and transactions considered non-recurring in nature or outside of normal business operations.
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Cash provided by operating activities is the most directly comparable GAAP measure for adjusted free cash flow, which is a non-GAAP measure. Management uses adjusted free cash flow as an indicator of the efficiency and liquidity of its business, measuring its funds after capital investment that are available to manage debt levels and return capital to shareholders. By removing the impact of current period property, plant and equipment expenditures from adjusted free cash flow, management monitors its adjusted free cash flow to inform its capital allocation decisions. Adjusted free cash flow (deficit) is computed as cash provided by operating activities, excluding the impact of changes in non-cash working capital, adjusted for transaction costs and transactions considered non-recurring in nature or outside of normal business operations, plus proceeds from disposition, less property, plant and equipment expenditures and property acquisitions but excluding cash paid for corporate acquisitions. Corporate acquisitions are acquisitions in which Greenfire acquires an equity interest in another corporation. The following table is a reconciliation of cash provided by operating activities to adjusted funds flow and adjusted free cashflow:
| Three months ended | ||||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Cash provided by operating activities | 85,401 | 48,764 | 35,573 | |||||||||
| Non-recurring transactions | 6,521 | - | - | |||||||||
| Changes in non-cash working capital | (42,712 | ) | (10,713 | ) | (13,660 | ) | ||||||
| Adjusted funds flow | 49,210 | 38,051 | 21,913 | |||||||||
| Property, plant and equipment expenditures | (61,551 | ) | (17,896 | ) | (56,662 | ) | ||||||
| Proceeds from dispositions | 20,926 | - | - | |||||||||
| Adjusted free cash flow (deficit) | 8,585 | 20,155 | (34,749 | ) | ||||||||
Net Surplus (Debt)
The table below reconciles long-term debt to net surplus (debt).
| September 30, | December 31, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Face value of long-term debt(1) | (615,628 | ) | - | (26,500 | ) | |||||||
| Accounts payable and accrued liabilities | (176,256 | ) | (88,432 | ) | (86,841 | ) | ||||||
| Cash | 9,480 | 41,974 | 2,962 | |||||||||
| Accounts receivable | 143,456 | 66,186 | 69,616 | |||||||||
| Inventories | 43,634 | 20,596 | 21,351 | |||||||||
| Prepaid expenses and deposits | 8,233 | 9,422 | 5,903 | |||||||||
| Net surplus (debt) | (587,081 | ) | 49,746 | (13,509 | ) | |||||||
| (1) | Represents the undiscounted principal repayments of the outstanding long-term debt. |
Net surplus (debt) is a non-GAAP measure. Debt is a GAAP measure that is the most directly comparable financial statement measure to net surplus (debt). Net surplus (debt) is computed as the face value of Greenfire’s debt adjusted for accounts payable and accrued liabilities, cash, accounts receivable, inventories, and prepaids expenses and deposits. Management uses net surplus (debt) to monitor and evaluate the Company’s financial strength, and financing requirements.
Available Funding
| September 30, | December 31, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Current assets | 204,803 | 149,194 | 105,393 | |||||||||
| Current liabilities | (242,948 | ) | (95,836 | ) | (110,355 | ) | ||||||
| Working capital surplus (deficit) | (38,145 | ) | 53,358 | (4,962 | ) | |||||||
| Current portion of risk management contracts | 49,466 | (11,016 | ) | 10,269 | ||||||||
| Current portion of lease liabilities and other | 3,021 | 3,276 | 2,381 | |||||||||
| Warrant liability | 12,580 | 4,128 | 6,300 | |||||||||
| Assets held for sale | - | - | (3,929 | ) | ||||||||
| Liabilities associated with assets held for sale | - | - | 2,932 | |||||||||
| Undrawn capacity under the Senior Credit Facility(1) | 430,000 | 275,000 | 248,500 | |||||||||
| Available funding | 456,922 | 324,746 | 261,491 | |||||||||
| (1) | As at September 30, 2026 the Company had a $1.0 billion borrowing base (December 31, 2025 - $275.0 million, June 30, 2026 - $275.0 million) under the Senior Credit Facility, of which $570.0 million was drawn at September 30, 2026 (December 31, 2025 - $nil, June 30, 2026 - $26.5 million). |
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Net working capital surplus (deficit) is the GAAP measure that is the most directly comparable measure to available funding. Available funding is calculated as working capital surplus (deficit), adjusted to exclude the current portion of risk management contracts, current portion of lease liabilities and other, current portion of decommissioning obligations, warrant liabilities, assets held for sale, and liabilities associated with assets held for sale, and including the undrawn capacity available under the Company’s Senior Credit Facility. Management uses available funding to assess liquidity, financial flexibility and the Company’s ability to fund capital expenditures, and other obligations as they come due.
Supplementary Financial Measures
Depletion
The term “depletion” or “depletion expense” is the portion of depletion and depreciation expense reflecting the cost of development and extraction of the Company’s bitumen reserves.
Gross Profit (Loss)
Gross profit (loss) is a supplementary financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses gross profit (loss) to assess its core operating performance before considering other expenses such as general and administrative costs, financing costs, and income taxes. Gross profit (loss) is calculated as oil sales, net of royalties, plus gains on risk management contracts, less losses on risk management contracts, diluent expense, operating expense, depletion expense on the Company’s operating assets, transportation expenses and marketing expenses.
Management believes that gross profit (loss) provides investors, analysts, and other stakeholders with useful insight into the Company’s ability to generate profitability from its core operations before non-operating expenses.
| Three months ended | ||||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| ($ thousands) | 2026 | 2025 | 2026 | |||||||||
| Oil sales, net of royalties | 270,053 | 136,599 | 171,467 | |||||||||
| Gain (loss) on risk management contracts | (54,747 | ) | (9,805 | ) | 23,270 | |||||||
| 215,306 | 126,794 | 194,737 | ||||||||||
| Diluent expense | (104,809 | ) | (49,011 | ) | (69,635 | ) | ||||||
| Transportation and marketing | (16,437 | ) | (11,459 | ) | (11,578 | ) | ||||||
| Operating expenses | (42,691 | ) | (31,936 | ) | (21,154 | ) | ||||||
| Depletion | (46,488 | ) | (19,862 | ) | (19,349 | ) | ||||||
| Gross profit (loss) | 4,881 | 14,526 | 73,021 | |||||||||
Forward-Looking Information
This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable United States federal securities laws and Canadian securities laws. Forward-looking information is based on Greenfire’s current expectations, estimates, projections, assumptions and beliefs as of the date of this press release. Such information is not a guarantee of future performance and is subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied. Although management believes the underlying assumptions are reasonable, there can be no assurance they will prove correct, and readers should not place undue reliance on forward-looking information.
Words such as “expect”, “target”, “anticipate”, “intend”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “believe”, “could”, “plan”, “forecast” and similar expressions may identify forward-looking information. In particular, this press release contains forward-looking information concerning: the expected timing of production growth at the Expansion Asset and the objective of returning the Expansion Asset to full plant capacity by 2028; the expected production ramp-up from Pad 7, the expected timing of first steam and first oil from Pad 5SE and Pad 8, and the anticipated results of drilling, redevelopment and optimization activities; the planned infill well drilling programs at the Demo Asset and the Great Divide Asset, including the expected timing of commencement and first oil; the expected benefits of the Connacher Acquisition, including the $30 million annual cash flow synergy target; the Company’s strategies, plans and future operational and financial performance; and other statements relating to Greenfire’s future activities.
Forward-looking information concerning oil sands development, production and the oil and gas industry is based on management’s estimates, publicly available industry information, market research and analysis, and assumptions management considers reasonable. Industry data and estimates are inherently imprecise and may change.
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Material assumptions underlying the forward-looking information include: the ability to realize anticipated benefits and synergies from the Connacher Acquisition; reservoir performance, future well production rates and the results and timing of drilling and development at Pad 7, Pad 5SE and Pad 8 and of the infill well drilling programs at the Demo Asset and the Great Divide Asset; the ability to execute planned capital programs within anticipated budgets and schedules; expected production levels, operating costs and capital efficiency; commodity prices, price differentials, diluent, natural gas and electricity costs, foreign exchange and interest rates; the availability of labour, equipment, services, transportation, storage and other infrastructure; the reliability of facilities and third-party infrastructure; the availability of funding and the Company’s ability to manage cash flow, working capital and debt obligations; applicable royalty rates, tax pools, laws and regulatory requirements; the timing and receipt of permits and approvals; and general economic, industry and market conditions. Management believes these assumptions are reasonable as of the date of this press release, but actual circumstances may differ.
Forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially, including: failure or delay in realizing anticipated benefits or synergies from the Connacher Acquisition; lower-than-expected reservoir performance or production, operational disruptions, equipment failures or delays in drilling, steam injection or first oil; changes in development plans, capital costs or project schedules; fluctuations in oil prices, crude oil differentials, natural gas and electricity prices, diluent availability and costs, foreign exchange rates and interest rates; inflation, supply-chain disruptions and shortages of labour, drilling equipment or services; the reliability and capacity of pipelines, trucking, storage and other third-party infrastructure; severe weather, wildfires and other catastrophic events; cybersecurity incidents; changes in laws, taxes, royalties, environmental and climate-related regulation, tariffs or other government policies; inability to obtain required regulatory approvals; hedging risks; uncertainty in reserves, production and abandonment and reclamation estimates; increased debt service requirements, non-compliance with financial covenants or limited access to capital; geopolitical conflicts and adverse economic or market conditions; and other risks described under “Risk Factors” in the Company’s Annual Information Form dated March 12, 2026 (the “2025 AIF”), filed with the SEC under cover of Form 40-F, and in Greenfire’s other public disclosure documents available on SEDAR+ at www.sedarplus.ca, and EDGAR at www.sec.gov.
The foregoing factors are not exhaustive. Forward-looking information speaks only as of the date of this press release. Except as required by applicable law, Greenfire undertakes no obligation to publicly update or revise forward-looking information to reflect subsequent events or circumstances. All 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
7
Exhibit 99.4
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Strathcona Resources Ltd. Announces Agreement to Acquire Greenfire Resources Ltd.
Calgary, Alberta (November 8, 2026) - Strathcona Resources Ltd. (“Strathcona”) (TSX: SCR) and Greenfire Resources Ltd. (“Greenfire”) (TSX: GFR, NYSE: GFR) today announced a definitive agreement (the “Arrangement Agreement”) for Strathcona to acquire all of the outstanding shares of Greenfire (the “Transaction”).
Transaction Structure
Under the terms of the Arrangement Agreement, Greenfire shareholders may elect to receive, at their election, either:
| 1. | 0.25 shares of Strathcona for each share of Greenfire (the “GFR Share Option”), equating to $9.09 per Greenfire share or a 15% premium to Greenfire’s closing share price on November 6, 2026 based on Strathcona’s closing price on the same day, or; |
| 2. | $11.00 in cash per Greenfire share (the “GFR Cash Option”), equating to a 39% premium to Greenfire’s closing share price on November 6, 2026, or a 26% premium to Greenfire’s trailing 30-day volume-weighted-average price. |
Neither the GFR Share Option nor the GFR Cash Option will be subject to proration, allowing all Greenfire shareholders to receive their election in full. Waterous Energy Fund (together with its affiliated funds, “WEF”), the current holder of 72% of Greenfire’s outstanding shares and 57% of Strathcona’s outstanding shares, has signed a support agreement in favour of the Transaction under which it will elect to receive the GFR Share Option for its Greenfire shares.
Depending on the elections made by non-WEF Greenfire shareholders, Strathcona expects to issue between approximately 43 million and 60 million Strathcona shares to Greenfire shareholders (equating to 17% to 22% of the pro forma business) and pay cash consideration of up to approximately $740 million. Inclusive of Greenfire’s approximately $550 million of net debt(1) outstanding as of September 30, 2026, this equates to a total transaction value of approximately $2.7 to $2.9 billion(2), based on Strathcona’s closing share price as of November 6, 2026.
Strathcona expects the existing Greenfire leadership team to continue to lead day-to-day operations of Greenfire’s assets within a new Strathcona business unit – SCR Central Athabasca – with Colin Germaniuk, President of Greenfire, serving as President of SCR Central Athabasca. Like Strathcona’s three existing business units (SCR Cold Lake, SCR Lloydminster Thermal and SCR Lloydminster Conventional) SCR Central Athabasca will function semi-autonomously within Strathcona, to maximize accountability and operational performance.
The following table sets forth selected capitalization, production and reserves information for each of Strathcona and Greenfire and for the combined business following completion of the Transaction.
| Strathcona | Greenfire | Pro Forma Strathcona | ||||||||||
| Capitalization(4) | ||||||||||||
| Share Price (C$ / share) | $36.34 | $9.09 – $11.00 | 36.34 | |||||||||
| Shares Outstanding (mm) | 214.2 | 240.4 | 274.3 – 257.5(2) | |||||||||
| Market Capitalization (C$bn) | $7.8 | $2.2 – $2.6 | $10.0 – $9.4 | |||||||||
| Net Debt (C$bn)(1) | $1.7 | $0.5 | $2.3 – $3.0 | |||||||||
| Total Enterprise Value (C$bn) | $9.5 | $2.7 – $3.2 ($2.7 – $2.9 incl. WEF GFR Share Option Election) | $12.2 – $12.4 | |||||||||
| Production | ||||||||||||
| YTD 2026 Production | 119 Mbbls / d | 34 Mbbls / d(3) | 153 Mbbls / d | |||||||||
| TEV / bbls / d | $80,000 | $80,000 - $84,000(2) | $80,000 | |||||||||
| 2031E Production | 200 Mbbls / d | 60 Mbbls / d | 260 Mbbls / d | |||||||||
| TEV / bbls / d | $47,000 | $46,000 - $48,000(2) | $47,000 | |||||||||
| Reserves | ||||||||||||
| 2P Reserves | 2,166 MMbbls | 850 MMbbls | 3,016 MMbbls | |||||||||
| Reserves Life Index | 50 Years | 68 Years | 54 Years | |||||||||
| YE 2025 2P PV-10, After-Tax (excl. synergies) | $12,692 | $3,745 | $16,437 | |||||||||
| TEV / 2P PV-10, After-Tax | 0.75 | x | 0.73x – 0.76x(2) | 0.75x | ||||||||
1 | STRATHCONA RESOURCES LTD.
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Pro Forma Asset Map
2 | STRATHCONA RESOURCES LTD.
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Strategic Rationale
Benefits for Both Strathcona and Greenfire
| 1. | Unification of Two Complementary Businesses with Parallel Growth Plans – The Transaction will bring together two long-life oil sands and heavy oil companies, better positioned to execute each company’s growth plans. Over the next five years Strathcona and Greenfire each plan to grow production at an 11-12% CAGR through a combination of drilling to fill existing facilities and brownfield expansions. Beyond 2031, both companies also have attractive brownfield and greenfield growth opportunities across prospective areas such as Plover Lake, Taiga, Glenbogie, Selina, Muriel Lake, Corner, and Chard. The improved access to capital of the combined business is expected to allow the acceleration of each of these standalone plans. |
| 2. | Expanded SAGD Scale and Expertise – The combined business will have over 3.0 billion barrels of proved plus probable (“2P”) oil reserves, equating to a 2P reserves life index of 54 years, the longest of any publicly traded company in Canada (by approximately 20 years) upon closing. The combined business will be the 4th largest SAGD operator in Canada and the only company with significant operations across all three major oil sands deposits (Athabasca, Cold Lake and Lloydminster) and all major producing formations (the McMurray, Clearwater and Mannville). Strathcona expects the combined business to benefit from shared learnings and best practices across business units, driving improved operational performance. |
| 3. | Unique Market Position – The combined business will be the only publicly traded oil sands company with current oil sands production between 25 and 450 Mbbls / d, offering a more rapid growth profile than larger oil sands operators and a better capitalized, lower risk asset base than smaller oil sands operators. Strathcona will be the only oil sands operator without natural gas or downstream operations, providing investors the only long-life oil “pure play”. |
Benefits for Strathcona
| 1. | Meaningful Synergies and Extended Tax Horizon: Strathcona expects to realize approximately $75 million of annual run-rate synergies within the first year of combined operations, due to a combination of lower borrowing costs, procurement efficiencies, and the removal of duplicative public company costs. In addition, Greenfire’s $2.8 billion of tax pools ($2.0 billion of which are immediately deductible) are expected to allow Strathcona to extend its cash tax horizon from 2027 to 2031 at US$75 / bbl WTI, resulting in approximately $400 million of expected cash tax savings over the next four years. |
| 2. | Accelerates Path to Investment Grade Credit Rating: Strathcona expects the combined business will have the necessary size and scale to earn an investment grade credit rating in the Canadian bond market within one year of closing, lowering Strathcona’s cost of borrowing, reducing midstream costs, and increasing its financial flexibility. |
| 3. | Immediately Accretive to Net Asset Value and Free Cash Flow: The Transaction is expected to be approximately 6% accretive to Strathcona’s YE 2025 proved plus probable net asset value, after-tax per share (“2P NAV”), including synergies, and immediately accretive to free cash flow after sustaining capital. |
Benefits for Greenfire
| 1. | Option for Continued Participation in Strathcona on Accretive Basis: The GFR Share Option share exchange ratio is directly in-line with the relative standalone 2P NAV of Strathcona and Greenfire. Inclusive of synergies, the GFR Share Option is expected to be immediately accretive to free cash flow after sustaining capital and approximately 3% accretive relative to Greenfire’s standalone 2P NAV. |
| 2. | Participation in Lower Risk, Scaled Business: The GFR Share Option provides Greenfire shareholders with the opportunity to participate in a larger, diversified business instead of a single-asset company, reducing single-event risk while increasing access to capital to accelerate organic growth. |
| 3. | Option for Immediate Attractive Cash Premium: The
GFR Cash Option provides an attractive premium for Greenfire shareholders who are not looking for continued participation, reflective
of the unique value and synergy opportunities Greenfire is contributing to Strathcona. |
3 | STRATHCONA RESOURCES LTD.
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Process and Approvals
In considering the Transaction, the boards of directors of Strathcona and Greenfire each established a special committee composed of directors independent from WEF and management (the “Strathcona Special Committee” and the “Greenfire Special Committee”, respectively) to consider, evaluate and oversee negotiations with respect to the Transaction and make a recommendation to its respective board with respect thereto. The Strathcona Special Committee engaged Jefferies Securities, Inc. (“Jefferies”) as its financial advisor and Torys LLP as its legal advisor. The Greenfire Special Committee engaged CIBC Capital Markets (“CIBC”) as its financial advisor and Norton Rose Fulbright Canada LLP as its legal advisor.
In connection with the Transaction, the Strathcona Special Committee supervised the preparation of and considered a formal valuation of Greenfire shares by Jefferies in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and received Jefferies’ opinion as to the fairness, from a financial point of view, to Strathcona of the consideration to be paid by Strathcona pursuant to the Transaction, in each case as of November 8, 2026, and based on and subject to various assumptions, qualifications, limitations and other matters (the “Jefferies Valuation and Opinion”). In connection with the Transaction, the Greenfire Special Committee supervised the preparation of and considered CIBC’s formal valuation of Greenfire’s and Strathcona’s shares prepared in accordance with MI 61-101 and received CIBC’s opinion that the consideration to be received by the non-WEF Greenfire Shareholders pursuant to the Arrangement Agreement was fair, from a financial point of view, to non-WEF Greenfire shareholders, in each case as of November 8, 2026, and based on and subject to various assumptions, qualifications, limitations and other matters (the “CIBC Valuation and Opinion”). Neither the formal valuations nor opinions of Jefferies or CIBC constitute a recommendation as to how to vote or act in connection with the Transaction or any other matter.
The Strathcona Special Committee evaluated the Transaction with the assistance of management and legal and financial advisors and has unanimously determined, and the Strathcona board of directors (with interested directors abstaining), based on the unanimous recommendation of the Strathcona Special Committee, has determined, that the Transaction is in the best interests of Strathcona and is fair to non-WEF Strathcona shareholders. The Greenfire Special Committee evaluated the Transaction with the assistance of management and legal and financial advisors and has unanimously determined, and the Greenfire board of directors (with interested directors abstaining), based on the unanimous recommendation of the Greenfire Special Committee, has determined, that the Transaction is in the best interests of Greenfire and is fair to non-WEF Greenfire shareholders.
The Arrangement Agreement includes customary deal protection provisions, including that each party has agreed not to solicit or initiate any discussions regarding any other transaction, subject to customary “fiduciary out” rights to respond to a superior proposal. Strathcona and Greenfire have also granted each other a right to match any superior proposal and each has agreed to pay a termination fee to the other party if the Arrangement Agreement is terminated in certain circumstances.
The Transaction is to be effected by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”). A joint information circular for the special meetings of shareholders of Strathcona and Greenfire to consider the Transaction is expected to be mailed in late November 2026 and will be available on both company websites, as well as on SEDAR+. Strathcona, Greenfire and WEF will also jointly prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). A copy of the Arrangement Agreement will also be available on SEDAR+ and, in the case of Greenfire, on EDGAR. All shareholders are urged to read the joint information circular once available as it will contain additional important information concerning the Transaction and the special meetings of shareholders of Strathcona and Greenfire, including the deadline for making elections to receive the GFR Cash Option or the GFR Share Option.
The Transaction is subject to approval of not less than two-thirds of the votes cast at each of the Strathcona and Greenfire shareholder meetings, and the fulfilment of other conditions that are typical for transactions of this nature, including Competition Act approval. In addition, the Transaction is subject to minority shareholder approval under MI 61-101 for both Strathcona and Greenfire, being a simple majority of votes cast at their respective shareholder meetings, excluding votes cast by WEF and other shareholders required to be excluded pursuant to MI 61-101 and, in the case of Strathcona, the TSX. In addition to shareholder approvals, the Transaction is subject to regulatory approvals, including the approval of the TSX and the approval of the Court of King’s Bench of Alberta. The special meetings of the shareholders of each of Strathcona and Greenfire are expected to be held in January 2027, with closing expected shortly thereafter, provided that the required court, shareholder and regulatory approvals described above have been obtained.
Greenfire shareholders who elect the GFR Share Option will receive a dividend on closing equal to the regular quarterly dividends paid by Strathcona between today and closing, payable on a per share basis on their pro forma Strathcona shares. The dividend will be declared by Strathcona following Strathcona’s acquisition of Greenfire and as part of the Transaction. Following Strathcona’s acquisition of Greenfire, as part of the Transaction, Greenfire will be amalgamated into Strathcona, with the combined entity continuing as Strathcona Resources Ltd.
4 | STRATHCONA RESOURCES LTD.
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WEF has signed a support agreement in favour of the Transaction, committing to vote all of its Strathcona and Greenfire shares in favour of the Transaction at the relevant shareholder meetings, and to elect for the GFR Share Option for its Greenfire shares. Upon completion of the Transaction, WEF will hold between 60% and 64% of the shares of Strathcona, depending on the elections made by non-WEF Greenfire shareholders.
In addition, all non-WEF board members and executive officers of Strathcona and Greenfire, including independent directors, have signed support agreements in favour of the Transaction.
Following completion of the Transaction, it is expected that the Greenfire common shares will be delisted from the TSX and the New York Stock Exchange (the “NYSE”), and that Greenfire will cease to be a reporting issuer under Canadian securities laws in all provinces of Canada and that the Greenfire shares will be deregistered with the SEC. Strathcona does not intend to list its shares on the NYSE following the Transaction.
Early Warning Reporting
WEF has not acquired or disposed of any securities of Strathcona or Greenfire. As a result of its entry into the support agreement in favour of the Transaction, WEF will file amended early warning reports in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues to reflect a change in a material fact contained in its most recently filed reports. The reports will be filed electronically with the applicable securities regulatory authority in each province of Canada and will be available on SEDAR+ at www.sedarplus.ca. WEF will also file an amendment to its Schedule 13D with the SEC in respect of its holdings of Greenfire shares, which will be available on EDGAR at www.sec.gov. For further information or to obtain a copy of the early warning reports, please contact WEF’s Chief Executive Officer at 403-930-6048 or info@waterous.com. The head office of WEF is located at 600, 301 – 8th Avenue SW, Calgary, Alberta T2P 1C5.
Important Additional Information and Where to Find It
In connection with the Transaction, Strathcona and Greenfire intend to file relevant materials on SEDAR+ and, for Greenfire, with the SEC on EDGAR, including the Schedule 13E-3. Shareholders will be able to obtain these documents, as well as other filings containing information about Strathcona, Greenfire, the Transaction and related matters, without charge, from the SEDAR+ website at www.sedarplus.ca and from the SEC’s website at www.sec.gov.
Advisors
Jefferies served as financial advisor and Torys LLP as legal advisor to the Strathcona Special Committee.
CIBC Capital Markets served as financial advisor and Norton Rose Fulbright Canada LLP as legal advisor to the Greenfire Special Committee.
J.P. Morgan served as financial advisor and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors to Strathcona.
RBC Capital Markets served as financial advisor and Bennett Jones LLP and Scale LLP as legal advisors to Greenfire.
About Strathcona
Strathcona is one of North America’s fastest growing pure play heavy oil producers with operations focused on thermal oil and enhanced oil recovery. Strathcona is built on an innovative approach to growth achieved through the consolidation and development of long-life assets. Strathcona’s common shares (symbol SCR) are listed on the TSX.
5 | STRATHCONA RESOURCES LTD.
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For more information about Strathcona, visit www.strathconaresources.com.
Investor inquiries:
info@strathconaresources.com
Media inquiries:
communications@strathconaresources.com
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. Greenfire 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 www.greenfireres.com.
Investor inquiries:
investors@greenfireres.com
Notes
All amounts in this press release are stated in Canadian dollars unless otherwise specified.
| (1) | A non-GAAP financial measure which does not have a standardized meaning under IFRS® Accounting Standards; see “Non-GAAP Financial Measures” section of this press release. |
| (2) | Metrics reflect Greenfire TEV and pro forma Strathcona share count inclusive of WEF electing GFR Share Option. |
| (3) | Pro forma for Connacher acquisition. |
| (4) | Share prices are based on closing prices on November 6, 2026, with the Greenfire share price and market capitalization shown as a range reflecting the implied value of the GFR Share Option and the GFR Cash Option. Ranges for the pro forma combined business reflect the range of potential elections by non-WEF Greenfire shareholders. Shares outstanding and net Debt are as at September 30, 2026. Pro forma figures represent the arithmetic sum of each company’s standalone figures (adjusted, where applicable, for the issuance of Strathcona shares and payment of cash consideration under the Transaction) and do not reflect any synergies or pro forma accounting and management adjustments. See “Notes”, “Non-GAAP Financial Measures” and “Oil and Gas Advisory” below. Figures may not sum due to rounding. |
Advisories
Non-GAAP Financial Measures
Certain financial measures in this press release are non-GAAP financial measures. Non-GAAP financial measures are used internally by management of each of Strathcona and Greenfire to assess performance, and also provide investors with meaningful metrics to assess each company’s performance compared to other companies in the same industry. These measures do not have a standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies. Investors are cautioned that these measures should not be considered in isolation or construed as an alternative to financial measures determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered more meaningful than GAAP measures in evaluating either company’s performance.
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“Net Debt” is used by management to analyze leverage and liquidity. Net Debt is calculated as debt less cash and cash equivalents, cross-currency swap assets / (liabilities), and Greenfire’s infrastructure loan. The most directly comparable GAAP measure to Net Debt is debt. The following table is a reconciliation of Net Debt to debt for each of Strathcona, Greenfire and the combined business as at September 30, 2026:
| (C$ millions) | Strathcona | Greenfire | Combined | |||||||||
| Debt | 1,736 | 604 | 2,340 | |||||||||
| Less: Cash and cash equivalents | - | (9 | ) | (9 | ) | |||||||
| Less: Cross-currency swap asset | (25 | ) | - | (25 | ) | |||||||
| Less: Infrastructure loan | - | (46 | ) | (46 | ) | |||||||
| Net Debt | 1,711 | 549 | 2,260 | |||||||||
Oil and Gas Advisory
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 (“NI 51-101”), which is each company’s gross working interest basis before deduction of royalties and without including any royalty interests of such company. 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 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 Strathcona’s Annual Information Form dated March 11, 2026 (the “Strathcona AIF”) and Greenfire’s Annual Information Form dated March 12, 2026 (the “Greenfire AIF”), and from time to time in each company’s public disclosure documents, which are available on the respective company’s SEDAR+ profile at www.sedarplus.ca and, in the case of Greenfire, in its annual report on Form 40-F filed with the SEC, which is available on Greenfire’s EDGAR profile at www.sec.gov.
Reserves estimates of Strathcona are based on the evaluations of McDaniel & Associates Consultants Ltd. (“McDaniel”), independent reserves evaluator for Strathcona, as of December 31, 2025 and in accordance with the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”), and contained in the independent engineering evaluation of Strathcona’s petroleum and natural gas reserves prepared by McDaniel effective December 31, 2025 (the “Strathcona Report”) and presented in accordance with NI 51-101 in the Strathcona AIF. Reserves estimates of Greenfire are based on: (a) the evaluations of McDaniel, independent reserves evaluator for Greenfire, as of December 31, 2025 and in accordance with the COGE Handbook, and contained in the independent engineering evaluation of Greenfire’s bitumen reserves in its Hangingstone facilities prepared by McDaniel effective December 31, 2025 (the “Greenfire Report”) and presented in accordance with NI 51-101 in the Greenfire AIF; and (b) the evaluations of GLJ Ltd. (“GLJ”), independent reserves evaluator for Connacher Oil and Gas Limited (“Connacher”), as of December 31, 2025 and in accordance with the COGE Handbook, and contained in the independent engineering evaluation of all of Connacher’s oil, natural gas liquids and natural gas interests prepared by GLJ dated March 31, 2026, with an effective date of December 31, 2025 (the “Connacher Report”). References to reserves of Greenfire represent the arithmetic sum of the reserves estimates of Greenfire and Connacher on a standalone basis, and references to pro forma or combined production and reserves of Strathcona and Greenfire represent the arithmetic sum of each company’s respective production volumes and reserves estimates on a standalone basis, and in each case do not account for any potential synergies or adjustments that may result from Greenfire’s acquisition of Connacher or the Transaction, as applicable, except for pro forma taxes based on the combined company’s tax pools. In addition, adjustments arising from differences among the Strathcona Report, the Greenfire Report and the Connacher Report, such as differences in the professional judgments underlying the reserves estimates, level of development, capital requirements, operating costs and other relevant considerations, may adversely affect the pro forma addition of reserves.
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 “reserves life index”, “PV-10” and “TEV / bbls / d”, 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 the Transaction; 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 by dividing total gross 2P reserves by annualized YTD 2026 production. “PV-10” reflects the applicable independent reserves evaluator’s estimated after-tax net present value of future net revenue attributable to 2P reserves, discounted at 10%, as at December 31, 2025, excluding synergies. “TEV / bbls / d” is calculated by dividing total enterprise value by production for a given time period.
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References to “oil” in this press release include bitumen and heavy oil. References to “Mbbls / d” mean thousands of barrels per day and “MMbbls” means millions of barrels. References to “SAGD” mean steam-assisted gravity drainage.
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 the current internal expectations, estimates, projections, assumptions and beliefs of Strathcona and Greenfire. 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. Strathcona and Greenfire believe 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 should not be unduly relied upon. The use of any of the words “expect”, “target”, “anticipate”, “intend”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “plan”, “believe”, “depends”, “could” and similar expressions is 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 Transaction and the terms thereof, including the anticipated total transaction value of the Transaction; the GFR Share Option and the GFR Cash Option, and the premiums represented thereby; the absence of proration; the entitlement of Greenfire shareholders who elect the GFR Share Option to receive a dividend payment on closing; the expected number of Strathcona shares to be issued and the amount of cash consideration to be paid under the Transaction; WEF’s commitment to vote in favour of the Transaction and to elect the GFR Share Option; the expected ownership of Strathcona by former Greenfire shareholders and WEF following completion of the Transaction; expected sources of funding of the Transaction; the expected amalgamation of Greenfire into Strathcona; the continuation of Strathcona’s board of directors and executive officers; the senior management of Greenfire leading day-to-day operations of Greenfire’s assets within SCR Central Athabasca, Colin Germaniuk serving as President of SCR Central Athabasca, and SCR Central Athabasca functioning semi-autonomously within Strathcona, following completion of the Transaction; the governance structure of SCR Central Athabasca within Strathcona; the pro forma capitalization, total enterprise value, production and reserves of the combined business; benefits of the Transaction for both Strathcona and Greenfire; Strathcona’s and Greenfire’s planned standalone production growth at an 11-12% CAGR over the next five years, their growth opportunities beyond 2031, and the combined business’s expected improved access to capital and ability to accelerate such plans; expected 2031 production; the combined business’s expected 2P reserves, reserves life index, SAGD scale and market position; the expected benefits of shared learnings and best practices across business units; the combined company’s rapid growth profile and lower risk asset base; the anticipated approximately $75 million per year of run-rate synergies within the first year of combined operations and the sources thereof; the expectation that the deduction of Greenfire’s tax pools will allow Strathcona to extend its cash tax horizon from 2027 to 2031 and result in approximately $400 million of cash tax savings over the next four years; the expectation that the combined business will earn an investment grade credit rating in the Canadian bond market within one year of closing and the benefits thereof, including lower borrowing costs, reduced midstream costs and increased financial flexibility; the expected accretion of the Transaction to Strathcona’s 2P NAV and free cash flow, and of the GFR Share Option to Greenfire shareholders relative to Greenfire’s standalone 2P NAV and free cash flow; the expected benefits of the GFR Share Option and the GFR Cash Option to Greenfire shareholders, including improved trading liquidity, a more diversified shareholder base and future Strathcona dividends; the receipt of required shareholder, court, TSX and Competition Act approvals and the satisfaction of other closing conditions; the expected timing of filing and mailing the joint information circular, filing the Schedule 13E-3, holding the special meetings of shareholders and closing the Transaction; the filing by WEF of amended early warning reports and an amendment to its Schedule 13D; the expected delisting of the Greenfire shares from the TSX and the NYSE, Greenfire ceasing to be a reporting issuer in Canada and the deregistration of the Greenfire shares with the SEC; the payment of a termination fee in certain circumstances; and Strathcona’s intention not to list its shares on the NYSE.
All forward-looking information reflects the beliefs and assumptions of Strathcona and Greenfire based on information available at the time the applicable forward-looking information is disclosed and in light of current expectations with respect to such matters as: the completion of the Transaction on anticipated terms and timing, or at all; the receipt of required approvals and the timing thereof; the elections made by Greenfire shareholders; the availability of borrowings under Strathcona’s existing reserves-based credit facility to fund the GFR Cash Option and other cash consideration payable under the Arrangement; the ability to integrate Greenfire’s business and operations and realize the anticipated strategic, operational and financial benefits and synergies of the Transaction on anticipated timelines; that there will be no material change to either company’s operations prior to completion of the Transaction; 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; the deductibility of Greenfire’s tax pools; Strathcona’s ability to declare and pay dividends; expectations regarding differentials and realized prices; future production rates and reserves volumes; the impact of inflation; the integrity and reliability of each company’s assets; decommissioning obligations; the ability to comply with financial covenants; credit rating agency assessments; and the ability to comply with applicable regulations, including those related to emissions.
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Actual results or events may differ materially from those anticipated in the forward-looking information as a result of risks including, without limitation: not completing the Transaction on anticipated terms and timing, or at all, including the failure to obtain required approvals or satisfy other closing conditions; the unavailability of borrowings under Strathcona’s reserves-based credit facility to fund the GFR Cash Option and other cash consideration payable under the Arrangement; the payment of a termination fee if the Transaction is not completed in certain circumstances; the delay or inability to integrate Strathcona’s and Greenfire’s respective businesses and realize the anticipated benefits and synergies of the Transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the consequences of not completing the Transaction, including share price volatility, negative reactions from the investment community and the payment of certain costs related to the Transaction; potential undisclosed liabilities; the accuracy of pro forma information of the combined business; the failure to obtain an investment grade credit rating; changes in tax laws or the ability to deduct tax pools; the imposition of, or changes or proposed changes to, tariffs, export or import restrictions and other trade measures, and the impact of trade disputes between Canada, the United States and other countries, including on commodity prices, differentials, market access and costs; the focus of management’s time and attention on the Transaction; and other factors discussed under the “Risk Factors” sections of the Strathcona AIF and the Greenfire AIF, and from time to time in each company’s public disclosure documents, which are available on the respective company’s SEDAR+ profile at www.sedarplus.ca and, in the case of Greenfire, on its EDGAR profile at www.sec.gov.
The guidance in respect of expectations of future periods in this press release, including expected synergies, cash tax savings and free cash flow accretion, 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. Actual results may differ significantly from such projections. The financial outlook contained in this press release has been approved by management of Strathcona and Greenfire as of the date of this press release, and readers are cautioned that it should not be used for purposes other than those for which it is disclosed herein.
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 neither Strathcona nor Greenfire assumes 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.
Certain market and industry data contained in or implied by this press release is based upon information from government or independent industry publications and reports, or based on estimates derived from such publications and reports. Such publications and reports do not guarantee the accuracy or completeness of their information. While management of Strathcona and Greenfire believe this data to be reliable, market and industry data are subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties.
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Filing Exhibits & Attachments
9 documentsPress Releases
- EX-99.1 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE PERIOD ENDED SEPTE 463.1 KB
- EX-99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED SEPTEMBER 30, 2026 432.3 KB
- EX-99.3 NEWS RELEASE DATED NOVEMBER 8, 2026 - THIRD QUARTER 2026 RESULTS AND OPERATIONAL 119.8 KB
- EX-99.4 NEWS RELEASE DATED NOVEMBER 8, 2026 - STRATHCONA RESOURCES LTD. ANNOUNCES AGREEM 89.9 KB