An anonymous director reports
GREENFIRE RESOURCES ANNOUNCES LAUNCH OF RIGHTS OFFERING AND CONDITIONAL NOTICE OF REDEMPTION FOR ITS SENIOR SECURED NOTES DUE 2028
Greenfire Resources Ltd. has launched its previously announced $300-million (Canadian) rights offering and will conditionally redeem its outstanding $237.5-million (U.S.) aggregate principal amount of 12 per cent senior secured notes due 2028.
The rights offering is available to holders of common shares of the company of record as at the close of business on Nov. 17, 2025. Pursuant to the rights offering, each holder of common shares as at the record date will receive one right for each common share held. Each right entitles the holder thereof to subscribe for 0.7849 common share, and every 1.2740 rights entitle an eligible holder to subscribe for one common share at a subscription price of either $5.44 (Canadian) or $3.85 (U.S.). The subscription price reflects a 15-per-cent discount to Greenfire's two-day volume-weighted average share price as of close of business on Nov. 5, 2025, which reflects the minimum permitted discount for a rights offering under applicable Toronto Stock Exchange rules. Subject to any further restrictions that a shareholder's securities broker or dealer, bank, or trust company may impose, determination of the subscription price currency in Canadian dollars or U.S. dollars will be at the subscriber's sole discretion.
The rights offering includes an additional subscription privilege under which eligible holders of rights who exercise all of the rights issued to them under their basic subscription privilege will be entitled to subscribe for additional common shares, if available, that are not otherwise subscribed for under the rights offering.
In connection with the rights offering, Greenfire has entered into a standby purchase agreement with certain limited partnerships comprising Waterous Energy Fund. The WEF shareholders currently own approximately 55.9 per cent of the company's outstanding common shares, have agreed, subject to certain terms and conditions, to exercise their basic subscription privilege in full, and will, on a proportionate basis to each of the WEF shareholders' current common share holdings, purchase all of the common shares that are not otherwise subscribed for and purchased under the rights offering by holders of rights so that the maximum number of common shares issuable under the rights offering will be issued and purchased. No standby fee will be paid to the standby purchasers in connection with the rights offering.
The company expects to raise gross proceeds of approximately $300-million from the rights offering and intends to use the proceeds less offering expenses, together with cash on hand, to finance the redemption of the 2028 notes, as described below. Full details of the rights offering are set out in the rights offering notice and rights offering circular, which are available on the company's profile on SEDAR+ and on EDGAR.
Concurrently with the launch of the rights offering, the company issued a conditional notice of redemption for the 2028 notes. The redemption price for the notes is 106.000 per cent of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, through Dec. 18, 2025. The redemption date is expected to occur on Dec. 19, 2025. The redemption of the 2028 notes is subject to completion of the rights offering. In the company's discretion, the redemption may not occur and the redemption notice may be rescinded in the event such condition shall not have been satisfied by the redemption date.
A statement issued by the rights agent, Odyssey Trust Company, under the direct registration system, will be mailed to each eligible registered holder of common shares as at the record date, together with a copy of the rights offering notice. To subscribe for common shares issuable under the rights offering, registered holders of common shares must complete the subscription form attached to the rights DRS advice and deliver the rights DRS advice and subscription form, together with payment of the aggregate subscription price (including payment for any subscription pursuant to the additional subscription privilege), by mail to the rights depositary and subscription agent, Odyssey Trust Company, prior to 4 p.m. on Dec. 16, 2025. Shareholders who hold their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The rights offering is being made to all eligible holders of common shares as of the record date who are resident in any of the provinces of Canada or the United States. Accordingly, and subject to the detailed provisions of the rights offering circular, rights will not be delivered to, nor will they be exercisable by, persons resident outside of any of the eligible jurisdictions, unless such rights holder can establish that the exercise of rights would be lawful and in compliance with all securities and other laws applicable to the company and the jurisdiction such holder is a resident.
The rights are transferable and will be listed for trading on the TSX at the opening of trading on the record date under the symbol GFR.RT and will cease trading at 12 p.m. Toronto time on the expiry date. It is expected that the rights will begin trading on a when-issued basis on the New York Stock Exchange on Nov. 14, 2025, under the symbol GFR RTWI and will begin regular-way trading under symbol GFR RT on Nov. 25, 2025. The rights will cease trading on the NYSE before market open on the expiry date. Holders of rights may sell their rights through the facilities of the TSX and NYSE. Rights not exercised at or prior to the expiry time on the expiry date will be void and of no value, and will be cancelled.
As at the date hereof there are 70,256,512 common shares issued and outstanding. The company expects that, following the closing of the rights offering, there will be 125,403,570 common shares issued and outstanding.
Related-party transaction
The rights offering is not subject to the related-party provisions of Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions) based on a prescribed exception for rights offerings. The terms of the rights offering and the entry into the standby purchase agreement on behalf of the company were considered and approved by a special committee composed of independent members of the board of Greenfire with no material interest in the rights offering or connection to the WEF shareholders.
The company has filed a registration statement on Form F-10 (including the rights offering notice and rights offering circular) with the Securities and Exchange Commission for the rights offering to which this news release relates. Before you invest, you should read the rights offering notice and the rights offering circular included in the registration statement on Form F-10 and the other documents that the company has filed with the SEC for more complete information about the company and the rights offering, especially risk factors relating to the securities offered. Prospective investors may read and download any public document that Greenfire has filed with Canadian securities regulators, including the rights offering notice and rights offering circular, on Greenfire's profile on SEDAR+. Greenfire's registration statement on Form F-10, reports and other information filed by Greenfire with and furnished to the SEC can be read and downloaded on Greenfire's profile on the SEC's EDGAR website.
About Greenfire Resources Ltd.
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, Alta. The company plans to leverage its large resource base and significant infrastructure in place to drive meaningful, capital-efficient production growth. As part of the company's commitment to operational excellence, safe and reliable operations remain a top priority for Greenfire. Greenfire common shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the trading symbol GFR.
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