Greenfire Resources Announces Launch of Rights Offering and Conditional Notice of Redemption for Its Senior Secured Notes Due 2028

Executive Summary

• Greenfire Resources launched a CAD $300 million rights offering, pricing the subscription at a 15% discount to the two‑day VWAP (CAD $5.44 / US $3.85 per share).
• The proceeds are earmarked to redeem its outstanding US $237.5 million 12% senior secured notes due 2028 at 106.0% of principal, with redemption expected on December 19, 2025 (subject to rights‑offering completion).
• A standby purchase agreement with Waterous Energy Fund shareholders (holding ~55.9% of common equity) commits them to purchase any unsubscribed shares, ensuring the full amount can be raised without a standby fee.

Key Details

• Rights Offering Mechanics
• Record date: November 17, 2025.
• Each common share receives one Right; each Right subscribes for 0.7849 common shares.
• Subscription price: CAD $5.44 (≈US $3.85), a 15% discount to the two‑day VWAP as of November 5, 2025.

• Additional subscription privilege available if all basic rights are exercised.

• Standby Purchase Agreement

• Waterous Energy Fund (WEF) shareholders will exercise their full basic subscription privilege and proportionally purchase any remaining unsubscribed shares.

• No standby fee will be paid to the standby purchasers.

• Proceeds & Use of Funds

• Expected gross proceeds: ≈ CAD $300 million.

• Net proceeds (after offering expenses) plus cash on hand will fund redemption of the 2028 senior secured notes.

• Conditional Redemption of 2028 Notes

• Redemption price: 106.000% of outstanding principal + accrued interest to Dec 18, 2025.
• Expected redemption date: December 19, 2025, contingent on successful completion of the rights offering.

• Company may rescind the redemption notice if conditions are not satisfied.

• Trading Details

• Rights listed on TSX as “GFR.RT” (opening on record date) and will trade When‑Issued on NYSE (“GFR RTWI”) from November 14, 2025; regular trading on NYSE begins November 25, 2025 under “GFR RT”.

• Rights cease trading at 12:00 p.m. Toronto time on the expiry date (December 16, 2025).

• Share Count Impact

• Pre‑offering outstanding common shares: 70,256,512.

• Post‑closing expected outstanding common shares: 125,403,570.

• Related Party & Governance

• The rights offering is exempt from MI 61‑101 related‑party provisions under a prescribed exception.
• A special committee of independent directors reviewed and approved the transaction with no material interest in the offering or WEF shareholders.

Notable Quotes

(No direct quotes were provided in the release.)