An anonymous director reports

GREENFIRE RESOURCES ANNOUNCES TERMS OF UPSIZED RIGHTS OFFERING

Greenfire Resources Ltd. has filed a final short form prospectus and a corresponding U.S. registration statement on Form F-10 in connection with its previously announced rights offering. The company will use the proceeds from the rights offering to repay the $575-million bridge facility and a portion of the other indebtedness incurred in connection with the company's acquisition of Connacher Oil and Gas Ltd. Full details of the rights offering are set out in the final prospectus and the registration statement, which are available under the company's profile on SEDAR+ and on EDGAR, respectively.

Under the terms of the rights offering, the company expects to raise gross proceeds of approximately $775-million (upsized from the previously announced minimum rights offering size of $575-million). At closing of the rights offering, the company expects to be leveraged at approximately 1.2 times debt to 2027 estimated adjusted earnings before interest, taxes, depreciation and amortization at $70 (U.S.) West Texas Intermediate and expects to have approximately $425-million of liquidity under its new $1.0-billion capacity reserves-based loan.

The rights offering is available to holders of common shares of the company of record as at the close of business on Aug. 17, 2026, to subscribe for and purchase an aggregate of 114,985,163 common shares. Pursuant to the rights offering, each holder of common shares as at the record date will receive one right for each common share held for an aggregate of 125,428,529 rights. Each right entitles the holder thereof to subscribe for 0.9167 of a common share, and every 1.0908 rights entitle an eligible holder to subscribe for one common share at a subscription price of either $6.74 or $4.81 (U.S.). Subject to any further restrictions, a participant may determine the subscription price currency in Canadian dollars or U.S. dollars at the subscriber's sole discretion. The subscription price represents a 15-per-cent discount to the company's five-day volume-weighted average price on the Toronto Stock Exchange as of July 10, 2026 (the last trading day before announcement of the acquisition), and is compliant with TSX pricing requirements at the time of filing the final prospectus.

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 and an affiliate. The WEF shareholders currently own approximately 72.0 per cent of the company's outstanding common shares, and have agreed, subject to certain terms and conditions, to exercise their basic subscription privilege in full and will 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 WEF shareholders in connection with the standby commitment.

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 final prospectus. 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. Calgary time on Sept. 15, 2026. 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 final prospectus, 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 where such holder is a resident.

The rights are transferable, will be listed for trading on the TSX at the opening of trading on the record date under the symbol GFR.RT.A 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 Aug. 14, 2026, under the symbol GFR.RT.WI and will begin regular-way trading under symbol GFR.RT on Aug. 25, 2026. The rights will cease trading on the NYSE before market open on Sept. 14, 2026. 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 125,428,529 common shares issued and outstanding. The company expects that, following the closing of the rights offering, there will be 240,413,692 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 rights and the common shares issuable upon exercise thereof will be qualified for distribution under the final prospectus filed with the securities commission or similar authority in each of the provinces of Canada.

The company has filed the registration statement (including the final prospectus) with the Securities and Exchange Commission for the rights offering to which this news release relates. Before you invest, you should read the final prospectus included in the registration statement 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 final prospectus, 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 free of charge on Greenfire's profile on the SEC's EDGAR website. Alternatively, the company will arrange to send you the final prospectus if you request it by contacting Odyssey Trust Company, toll-free by telephone at 1-587-885-0960 (North America) or by e-mail at corp.actions@odysseytrust.com.

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. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol GFR.

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