Greenfire arranges $300-million rights offering

Executive Summary

• Greenfire Resources Ltd. has launched a $300-million CAD rights offering and issued a conditional notice to redeem its $237.5-million USD senior secured notes due 2028.
• The rights offering allows shareholders to purchase shares at a 15% discount ($5.44 CAD / $3.85 USD) with Waterous Energy Fund acting as standby purchaser to ensure full subscription.
• Proceeds from the rights offering are intended to finance the redemption of the 2028 notes, which is conditional upon the successful completion of the financing.

Key Details

• Rights Offering Structure:
  • Gross Proceeds: Approximately $300-million CAD.
  • Subscription Price: $5.44 CAD or $3.85 USD per share.
  • Discount: 15% discount to the two-day volume-weighted average share price as of Nov. 5, 2025.
  • Rights Ratio: Each holder receives one right per common share; every 1.2740 rights entitle the holder to subscribe for one common share (0.7849 shares per right).
  • Record Date: Nov. 17, 2025.
  • Subscription Deadline: Dec. 16, 2025, at 4 p.m. Toronto time.
  • Additional Subscription Privilege: Eligible holders who exercise all basic rights may subscribe for unsubscribed shares if available.
• Standby Purchase Agreement:
  • Purchaser: Waterous Energy Fund (WEF) limited partnerships.
  • Current Ownership: WEF owns approximately 55.9% of outstanding common shares.
  • Commitment: WEF has agreed to exercise basic subscription privileges in full and purchase all unsubscribed shares on a proportionate basis to ensure the maximum number of shares are issued.
  • Fees: No standby fee will be paid to the standby purchasers.
• Debt Redemption (2028 Notes):
  • Instrument: 12% Senior Secured Notes due 2028.
  • Aggregate Principal Amount: $237.5-million USD.
  • Redemption Price: 106.000% of the aggregate outstanding principal amount, plus accrued and unpaid interest through Dec. 18, 2025.
  • Expected Redemption Date: Dec. 19, 2025.
  • Condition: Redemption is conditional upon the completion of the rights offering. The company may rescind the notice if the condition is not satisfied.
• Share Count Impact:
  • Current Shares Outstanding: 70,256,512 common shares.
  • Expected Shares Outstanding Post-Closing: 125,403,570 common shares.
• Trading Details:
  • TSX: Rights listed under symbol GFR.RT; trading ceases at 12 p.m. Toronto time on the expiry date.
  • NYSE: Rights trade on a when-issued basis starting Nov. 14, 2025 (symbol GFR RTWI), transitioning to regular-way trading on Nov. 25, 2025 (symbol GFR RT).
• Eligibility: Available to holders resident in Canada or the United States. Rights are not deliverable or exercisable by persons resident outside these jurisdictions unless lawful.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.