Greenfire Resources Ltd 6-K, filed Aug 7, 2025
Greenfire Resources Ltd. (GFR)
About this 6-K
Greenfire Resources Ltd filed this 6-K on August 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025.
Commission File Number 001-41810
Greenfire Resources Ltd.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name)
Suite 1900, 205 – 5th Avenue SW
Calgary, Alberta T2P 2V7
(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
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: August 7, 2025
3
Exhibit 99.1
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the three and six month periods ended June 30, 2025
Greenfire Resources Ltd.
Greenfire Resources Ltd.
Condensed Interim Consolidated Balance Sheets (unaudited)
| As at | June 30 | December 31 | ||||||||
| ($CAD thousands) | note | 2025 | 2024 | |||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 69,980 | $ | 67,419 | ||||||
| Accounts receivable | 11 | 60,363 | 56,417 | |||||||
| Inventories | 18,645 | 14,946 | ||||||||
| Prepaid expenses and deposits | 6,761 | 5,456 | ||||||||
| Risk management contracts | 11 | 31,940 | - | |||||||
| 187,689 | 144,238 | |||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 3 | 956,458 | 960,059 | |||||||
| Deferred income tax asset | 141,325 | 153,174 | ||||||||
| 1,097,783 | 1,113,233 | |||||||||
| 1,285,472 | 1,257,471 | |||||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 52,080 | 61,804 | ||||||||
| Current portion of long-term debt | 4 | 5,064 | 248,489 | |||||||
| Current portion of lease liabilities and other | 4,965 | 7,014 | ||||||||
| Warrant liability | 6 | 4,456 | 18,304 | |||||||
| Risk management contracts | 11 | - | 248 | |||||||
| 66,565 | 335,859 | |||||||||
| Non-current liabilities | ||||||||||
| Long-term debt | 4 | 309,641 | 80,441 | |||||||
| Lease liabilities and other | 3,785 | 2,296 | ||||||||
| Decommissioning liabilities | 5 | 18,488 | 17,444 | |||||||
| 331,914 | 100,181 | |||||||||
| 398,479 | 436,040 | |||||||||
| Shareholders’ equity | ||||||||||
| Share capital | 7 | 166,845 | 164,402 | |||||||
| Contributed surplus | 7,147 | 8,921 | ||||||||
| Retained earnings | 713,001 | 648,108 | ||||||||
| 886,993 | 821,431 | |||||||||
| $ | 1,285,472 | $ | 1,257,471 | |||||||
Related party transaction (note 13)
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 2 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Comprehensive Income (Loss) (unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||
| ($CAD thousands, except per share amounts) | note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||||
| Oil sales | 8 | $ | 144,542 | $ | 219,444 | $ | 328,179 | $ | 420,434 | |||||||||
| Royalties | (3,932 | ) | (9,919 | ) | (10,756 | ) | (16,234 | ) | ||||||||||
| Oil sales, net of royalties | 140,610 | 209,525 | 317,423 | 404,200 | ||||||||||||||
| Gain (loss) on risk management contracts | 11 | 35,662 | (959 | ) | 40,910 | (48,493 | ) | |||||||||||
| 176,272 | 208,566 | 358,333 | 355,707 | |||||||||||||||
| Expenses | ||||||||||||||||||
| Diluent expense | 56,290 | 84,545 | 130,284 | 176,227 | ||||||||||||||
| Transportation and marketing | 12,415 | 13,313 | 26,600 | 26,512 | ||||||||||||||
| Operating expenses | 31,823 | 34,997 | 69,752 | 71,345 | ||||||||||||||
| General and administrative | 5,023 | 3,869 | 14,430 | 8,618 | ||||||||||||||
| Stock-based compensation | 10 | 398 | 2,568 | 1,650 | 3,420 | |||||||||||||
| Financing and interest | 9 | 13,124 | 17,759 | 25,404 | 33,215 | |||||||||||||
| Depletion and depreciation | 3 | 19,968 | 17,153 | 41,585 | 35,156 | |||||||||||||
| Exploration expenses | 609 | 580 | 1,343 | 1,134 | ||||||||||||||
| Other income | (703 | ) | (1,261 | ) | (1,373 | ) | (2,702 | ) | ||||||||||
| Loss (gain) on revaluation of warrants | 6 | (5,852 | ) | 683 | (13,848 | ) | 7,062 | |||||||||||
| Foreign exchange (gain) loss | (14,192 | ) | 3,512 | (14,236 | ) | 11,787 | ||||||||||||
| Total expenses | 118,903 | 177,718 | 281,591 | 371,774 | ||||||||||||||
| Net income (loss) before taxes | 57,369 | 30,848 | 76,742 | (16,067 | ) | |||||||||||||
| Income tax expense | 8,639 | - | 11,849 | - | ||||||||||||||
| Net income (loss) and comprehensive income (loss) | $ | 48,730 | $ | 30,848 | $ | 64,893 | $ | (16,067 | ) | |||||||||
| Net income (loss) per share | ||||||||||||||||||
| Basic | 7 | $ | 0.69 | $ | 0.45 | $ | 0.92 | $ | (0.23 | ) | ||||||||
| Diluted | 7 | $ | 0.69 | $ | 0.43 | $ | 0.92 | $ | (0.23 | ) | ||||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 3 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (unaudited)
| Six months ended June 30 | ||||||||||
| ($CAD thousands) | note | 2025 | 2024 | |||||||
| Share capital | ||||||||||
| Balance, beginning of period | $ | 164,402 | $ | 158,515 | ||||||
| Issuance of shares on exercise of share units | 7,10 | 2,443 | 2,586 | |||||||
| Balance, end of period | 166,845 | 161,101 | ||||||||
| Contributed surplus | ||||||||||
| Balance, beginning of period | 8,921 | 9,788 | ||||||||
| Stock-based compensation | 1,650 | 3,420 | ||||||||
| Issuance of shares on exercise of share units | 7,10 | (3,424 | ) | (3,821 | ) | |||||
| Balance, end of period | 7,147 | 9,387 | ||||||||
| Retained earnings | ||||||||||
| Balance, beginning of period | 648,108 | 526,697 | ||||||||
| Net income (loss) and comprehensive income (loss) | 64,893 | (16,067 | ) | |||||||
| Balance, end of period | 713,001 | 510,630 | ||||||||
| Total shareholders’ equity | $ | 886,993 | $ | 681,118 | ||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 4 |
Greenfire Resources Ltd.
Condensed Interim Consolidated Statements of Cash Flows (unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||
| ($CAD thousands) | note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating activities | ||||||||||||||||||
| Net income (loss) | $ | 48,730 | $ | 30,848 | $ | 64,893 | $ | (16,067 | ) | |||||||||
| Items not affecting cash: | ||||||||||||||||||
| Income tax expense | 8,639 | - | 11,849 | - | ||||||||||||||
| Unrealized (gain) loss on risk management contracts | 11 | (25,839 | ) | (12,839 | ) | (32,188 | ) | 25,898 | ||||||||||
| Depletion and depreciation | 3 | 20,180 | 17,287 | 41,928 | 35,086 | |||||||||||||
| Stock-based compensation | 10 | 398 | 2,568 | 1,650 | 3,420 | |||||||||||||
| Accretion | 9 | 2,501 | 5,148 | 4,256 | 7,610 | |||||||||||||
| Foreign exchange (gain) loss | (14,914 | ) | 3,512 | (15,106 | ) | 11,787 | ||||||||||||
| Loss (gain) on revaluation of warrants | 6 | (5,852 | ) | 683 | (13,848 | ) | 7,062 | |||||||||||
| Change in non-cash working capital | 12 | (16,111 | ) | 37,956 | (11,029 | ) | 27,431 | |||||||||||
| Cash provided by operating activities | 17,732 | 85,163 | 52,405 | 102,227 | ||||||||||||||
| Financing activities | ||||||||||||||||||
| Repayment of long-term debt | 4 | - | - | (7 | ) | - | ||||||||||||
| Payment of lease liabilities | (118 | ) | (49 | ) | (2,048 | ) | (100 | ) | ||||||||||
| Cash used in financing activities | (118 | ) | (49 | ) | (2,055 | ) | (100 | ) | ||||||||||
| Investing activities | ||||||||||||||||||
| Property, plant and equipment expenditures | 3 | (10,840 | ) | (21,824 | ) | (37,139 | ) | (53,744 | ) | |||||||||
| Acquisitions | - | (1,185 | ) | - | (3,714 | ) | ||||||||||||
| Change in non-cash working capital (accrued additions to PP&E) | 12 | (7,111 | ) | 7,117 | (8,626 | ) | 3,885 | |||||||||||
| Cash used in investing activities | (17,951 | ) | (15,892 | ) | (45,765 | ) | (53,573 | ) | ||||||||||
| Exchange rate impact on cash and cash equivalents held in foreign currency | (1,921 | ) | 521 | (2,024 | ) | 1,898 | ||||||||||||
| Change in cash and cash equivalents | (2,258 | ) | 69,743 | 2,561 | 50,452 | |||||||||||||
| Cash and cash equivalents, beginning of period | 72,238 | 90,234 | 67,419 | 109,525 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 69,980 | $ | 159,977 | $ | 69,980 | $ | 159,977 | ||||||||||
See accompanying notes to the unaudited condensed interim consolidated financial statements
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 5 |
Notes to the Condensed Interim Consolidated Financial Statements (unaudited)
1. CORPORATE INFORMATION
Greenfire Resources Ltd. (the “Company” or “Greenfire”) was incorporated under the laws of Alberta on December 9, 2022. These condensed interim consolidated financial statements (the “financial statements”) are comprised of the accounts of Greenfire and its wholly owned subsidiaries. The Company and its subsidiaries are engaged in the exploration, development and operation of oil and gas properties in the Athabasca oil sands region of Alberta. Greenfire’s common shares are publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFR”. The Company’s corporate head office is located at 1900, 205 5th Avenue SW, Calgary, AB T2P 4B9.
Throughout 2024, certain limited partnerships comprising Waterous Energy Fund and its affiliates (collectively, “WEF”), through a series of transactions acquired a total of 39,300,278 common shares and 2,654,179 common share purchase warrants of Greenfire. The final transaction in this series occurred on December 23, 2024 (the “Change of Control Transaction”), which resulted in WEF holding 56.5% of the Company’s outstanding common shares. At June 30, 2025, approximately 55.9% of the Company’s common shares were owned by WEF.
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, 2024, 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 audited annual consolidated financial statements, have been condensed or omitted. The financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto for the year ended December 31, 2024.
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, 2025. There was no material impact to the financial statements.
In these financial statements, all amounts are expressed in Canadian dollars (“$CAD”), unless otherwise indicated, which is the Company’s functional currency. These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at their fair value.
These financial statements were approved by Greenfire’s Board of Directors on August 6, 2025.
Standards issued but not effective
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ was issued in April 2024 by IASB and replaces IAS 1 ‘Presentation of Financial Statements’. The standard introduces defined structure to the Statement of Comprehensive Income (Loss) with related specific disclosure requirements. IFRS 18 is effective January 1, 2027 and is required to be adopted retrospectively. Early adoption is permitted. The Company is assessing the impact of IFRS 18 on its consolidated financial statements.
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 6 |
3. PROPERTY, PLANT AND EQUIPMENT (“PP&E”)
| ($ thousands) | Developed and producing | Right-of-use assets | Corporate assets | Total | ||||||||||||
| Cost | ||||||||||||||||
| Balance as at December 31, 2024 | 1,194,384 | 9,539 | 618 | 1,204,541 | ||||||||||||
| Additions | 39,589 | - | 350 | 39,939 | ||||||||||||
| Transfers of right-of-use assets | 1,545 | (1,545 | ) | - | - | |||||||||||
| Reassessment of lease liabilities and right-of-use assets | - | (1,740 | ) | - | (1,740 | ) | ||||||||||
| Change in decommissioning liabilities | 128 | - | - | 128 | ||||||||||||
| Balance as at June 30, 2025 | 1,235,646 | 6,254 | 968 | 1,242,868 | ||||||||||||
| Accumulated Depletion, Depreciation and Amortization | ||||||||||||||||
| Balance as at December 31, 2024 | 243,494 | 546 | 442 | 244,482 | ||||||||||||
| Depletion and depreciation (1) | 41,611 | 208 | 109 | 41,928 | ||||||||||||
| Balance as at June 30, 2025 | 285,105 | 754 | 551 | 286,410 | ||||||||||||
| Net Book Value | ||||||||||||||||
| Balance at December 31, 2024 | $ | 950,890 | $ | 8,993 | $ | 176 | $ | 960,059 | ||||||||
| Balance at June 30, 2025 | $ | 950,541 | $ | 5,500 | $ | 417 | $ | 956,458 | ||||||||
| (1) | As at June 30, 2025 $0.6 million of depletion and depreciation was capitalized to inventory (December 31, 2024- $0.3 million). |
4. LONG-TERM DEBT
Senior Secured Notes
The senior secured notes (the “2028 Notes”) bear interest at the fixed rate of 12.00% per annum payable semi-annually, mature on October 1, 2028. The 2028 Notes are secured by a second priority lien on the Company’s assets and are junior to amounts owing to the Senior Credit Facility lenders.
As at ($ thousands) | June 30, 2025 | December 31, 2024 | ||||||
| Senior secured notes (“2028 Notes”) $US | $ | 238,964 | $ | 238,969 | ||||
| Foreign exchange rate | 1.3643 | 1.4389 | ||||||
| Senior secured notes (“2028 Notes”) $CAD | 326,019 | 343,852 | ||||||
| Unamortized discount and issuance costs | (11,314 | ) | (14,922 | ) | ||||
| Total term debt | $ | 314,705 | $ | 328,930 | ||||
| Current portion of long-term debt | 5,064 | 248,489 | ||||||
| Long-term debt | $ | 309,641 | $ | 80,441 | ||||
The 2028 Notes are not subject to any financial covenants but are subject to certain exceptions and qualifications. The indenture governing the 2028 Notes (the “2028 Indenture”) contains certain non-financial covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, make certain restricted payments, and sell assets. In addition, the Company is required to maintain financial hedges for a minimum of 50% of the forward twelve calendar month forecasted production(1) until the outstanding principal is less than US$100 million, and to limit capital expenditures to US$150(2) million annually until the outstanding principal is less than US$150 million. As at June 30, 2025 the Company was compliant with all covenants.
| (1) | Forecasted production is defined by the 2028 Indenture as the Company’s proved developed producing (“PDP”) forecast in the Company’s most recent reserve report, as determined by a qualified and independent reserves evaluator, as prepared to the Canadian standard using National Instrument 51-101. |
| (2) | On March 10, 2025, the Company completed an amendment to the 2028 Note Indenture to increase the annual capital expenditure limitation from CAD$100 million to US$150 million, until the outstanding principal amount of the 2028 Notes is less than US$150 million. |
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 7 |
As the result of a Change of Control Transaction (Note 1), Greenfire was required to make an offer to repurchase the 2028 Notes, or a portion thereof. This repurchase offer expired on February 19, 2025, with $7,000 (US$5,000) principal amount tendered for repurchase.
The 2028 Indenture requires the Company to redeem the 2028 Notes at 105% of the principal amount plus accrued and unpaid interest with 75% of its Excess Cash Flow (as defined in the 2028 Indenture) every six-months (the “ECF Sweep”). When consolidated indebtedness(3) is less than US$150 million, the ECF Sweep is reduced to 25% of Excess Cash Flow until the principal outstanding on the 2028 Notes is US$100 million. On July 21, 2025, the Company redeemed $1.9 million (US$1.4 million) of the 2028 Notes under the ECF Sweep. The next redemption, if applicable, is due by March 6, 2026.
The Company may make additional redemptions of some or all of the 2028 Notes on or after October 1, 2025, inclusive of a “make whole” premium, as set out in the table below. At any time before October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the notes using the net proceeds from certain equity issuances at a redemption price equal to 112% of the principal amount plus accrued and unpaid interest. The following table discloses the redemption amount including the “make whole” premium on redemption of the 2028 Notes:
| 2028 Notes | ||||
| On or after October 1, 2025 to October 1, 2026 | 106 | % | ||
| On or after October 1, 2026 to October 1, 2027 | 103 | % | ||
| On or after October 1, 2027 | 100 | % | ||
As at June 30, 2025, the carrying value of the Company’s long-term debt was $314.7 million and the fair value was $343.1 million (December 31, 2024 carrying value – $328.9 million, fair value - $371.2 million).
Senior Credit Facility
Greenfire has a reserve-based credit facility (the “Senior Credit Facility”) comprised of an operating facility and a syndicated facility. Total credit available under the Senior Credit Facility is $50.0 million comprised of a $20.0 million operating facility and a $30.0 million syndicated facility.
The Senior Credit Facility is a committed facility available on a revolving basis until May 31, 2026. The Senior Credit Facility may, subject to the lenders’ approval, be extended for a 364-day period. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstanding would be repayable on May 31, 2027. The Senior Credit Facility is subject to a semi-annual borrowing base review, occurring in May and November of each year. The borrowing base is determined based on the lenders’ evaluation of the Company’s hydrocarbon reserves and their commodity price outlook at the time of each borrowing base review.
The Senior Credit Facility is secured by a first priority security interest on substantially all of the assets of the Company and is senior in priority to the 2028 Notes. The Senior Credit Facility contains certain 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.
| (3) | Consolidated indebtedness under the 2028 Indenture includes amounts outstanding under the 2028 Notes, amounts outstanding under the Senior Credit Facility, and any leases that would be classified as a “capital lease” under IAS® 17 – Leases (superseded). |
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 8 |
Amounts borrowed under the Senior Credit Facility bear interest at a floating rate based on the applicable Canadian prime rate, US base rate, adjusted secured overnight financing rate or adjusted Canadian overnight repo rate average, plus a margin of 1.75% to 6.25% based on Debt to EBITDA ratio. A standby fee on the undrawn portion of the Senior Credit Facility ranges from 0.6875% to 1.5625% based on Debt to EBITDA ratio. As at June 30, 2025 and December 31, 2024, the Company had no amounts drawn under the Senior Credit Facility.
Letter of Credit Facility
Greenfire maintains a separate $55.0 million letter of credit facility (the “EDC Facility”) with a Canadian bank that is supported by a performance security guarantee from Export Development Canada (“EDC”). The EDC Facility is available on a demand basis. As at June 30, 2025, the Company had $54.0 million (December 31, 2024 - $54.0 million) in letters of credit outstanding under the EDC Facility.
5. DECOMMISSIONING LIABILITIES
The Company’s decommissioning liabilities result from net ownership interests in petroleum assets including well sites, gathering systems and processing facilities. In 2024, the Company acquired certain natural gas and heavy oil assets in the Athabasca region of Northern Alberta and recognized $12.5 million of future decommissioning obligations. The Company estimates the total undiscounted escalated amount of cash flows required to settle its decommissioning liabilities to be approximately $341.4 million (December 31, 2024 - $340.8 million). For the period ended June 30, 2025, a credit-adjusted discount rate of 10.5% (December 31, 2024 - 10.5%) and an inflation rate of 2.0% (December 31, 2024 - 2.0%) were used to calculate the decommissioning liabilities. A 1.0% change in the credit-adjusted discount rate would impact the discounted value of the decommissioning liabilities by approximately $3.3 million with a corresponding adjustment to PP&E. The decommissioning liabilities are estimated to be settled in periods up to year 2077, with the majority being incurred between 2047 and 2077.
A reconciliation of the decommissioning liabilities is provided below:
As at ($ thousands) | June 30, 2025 | December 31, 2024 | ||||||
| Balance, beginning of period | $ | 17,444 | $ | 8,449 | ||||
| Acquisitions | - | 12,483 | ||||||
| Liabilities incurred | 128 | 27 | ||||||
| Change in estimates | - | (5,801 | ) | |||||
| Accretion expense | 916 | 2,286 | ||||||
| Balance, end of period | $ | 18,488 | $ | 17,444 | ||||
6. WARRANT LIABILITY
The outstanding warrants entitle the holder to purchase one common share of Greenfire, expire on September 19, 2028, and contain a cashless exercise feature, permitting an exercise without the payment of the exercise price by the issuance of a net, lower number of common shares. The warrants are remeasured to their fair value at each reporting period with the change recognized through the statement of comprehensive income (loss). The following table reconciles the warrant liability.
Six months ended June 30, 2025 | Year ended December 31, 2024 | |||||||||||||||
| ($ thousands, unless otherwise noted) | Warrants (’000) | Amount | Warrants (’000) | Amount | ||||||||||||
| Balance, beginning of period | 7,527 | $ | 18,304 | 7,527 | $ | 18,630 | ||||||||||
| Change in fair value | - | (13,848 | ) | - | (326 | ) | ||||||||||
| Balance, end of period | 7,527 | $ | 4,456 | 7,527 | $ | 18,304 | ||||||||||
| Common shares issuable on exercise | 7,527 | - | 7,527 | - | ||||||||||||
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 9 |
The fair value of each warrant was estimated using the Black Scholes Merton model with the following assumptions:
| June 30, 2025 | December 31, 2024 | |||||||
| Share price $USD | $ | 4.46 | $ | 7.06 | ||||
| Exercise price $USD | $ | 11.50 | $ | 11.50 | ||||
| Average risk-free interest rate | 4.45 | % | 4.49 | % | ||||
| Average expected volatility (1) | 45 | % | 45 | % | ||||
| Average expected life (years) | 3.25 | 3.75 | ||||||
| (1) | Expected volatility has been based on historical share volatility and that of similar market participants. |
A 10% change in the share price would impact warrant liability by $1.7 million with a corresponding adjustment to the statement of comprehensive income (loss).
7. SHARE CAPITAL AND PER SHARE AMOUNTS
Share capital
As at June 30, 2025 the Company’s authorized share capital consists of an unlimited number of common shares without a nominal or par value. The following table summarizes the changes to the Company’s common share capital:
Six months ended June 30, 2025 | Year ended December 31, 2024 | |||||||||||||||
| ($ thousands, unless otherwise noted) | Shares (’000) | Amount | Shares (’000) | Amount | ||||||||||||
| Balance, beginning of period | 69,718 | $ | 164,402 | 68,642 | $ | 158,515 | ||||||||||
| Issued on exercise of share units(1) | 534 | 2,443 | 1,076 | 5,887 | ||||||||||||
| Balance, end of period | 70,252 | $ | 166,845 | 69,718 | $ | 164,402 | ||||||||||
| (1) | Differences in the number of exercised units compared to those disclosed in stock-based compensation (Note 10) and the value recognized in contributed surplus relates to withholding taxes on issuances (Note 12). |
Per share amounts
The following table summarizes the Company’s basic and diluted net income (loss) per share:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| (thousands of shares, except per share information) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Weighted average shares outstanding - basic | 70,119 | 69,123 | 70,538 | 68,923 | ||||||||||||
| Dilutive effect of share units | 100 | 2,996 | 100 | - | ||||||||||||
| Weighted average shares outstanding - diluted | 70,219 | 72,119 | 70,638 | 68,923 | ||||||||||||
| Basic $ per share | $ | 0.69 | $ | 0.45 | $ | 0.92 | $ | (0.23 | ) | |||||||
| Diluted $ per share | $ | 0.69 | $ | 0.43 | $ | 0.92 | $ | (0.23 | ) | |||||||
When computing the diluted net income (loss) per share for the six months ended June 30, 2024, the Company excluded the effect of 7.5 million warrants, 2.7 million performance warrants and 1.3 million share units as their effect was anti-dilutive.
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 10 |
8. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company’s revenue from contracts with customers consists of diluted and non-diluted bitumen sales.
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Diluted bitumen sales | $ | 135,841 | $ | 211,678 | $ | 310,206 | $ | 408,658 | ||||||||
| Non-diluted bitumen sales | 8,701 | 7,766 | 17,973 | 11,776 | ||||||||||||
| Oil sales | $ | 144,542 | $ | 219,444 | $ | 328,179 | $ | 420,434 | ||||||||
9. FINANCING AND INTEREST
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Interest on senior secured notes | $ | 9,780 | $ | 11,657 | $ | 19,778 | $ | 24,419 | ||||||||
| Other interest | 843 | 954 | 1,370 | 1,186 | ||||||||||||
| Total finance and interest expense before accretion | 10,623 | 12,611 | 21,148 | 25,605 | ||||||||||||
| Amortization of issuance costs and premiums (Note 4) | 1,913 | 4,508 | 2,912 | 6,404 | ||||||||||||
| Accretion of decommissioning obligations (Note 5) | 458 | 624 | 916 | 1,173 | ||||||||||||
| Accretion of lease liabilities | 130 | 16 | 428 | 33 | ||||||||||||
| Accretion | 2,501 | 5,148 | 4,256 | 7,610 | ||||||||||||
| Financing and interest expense | $ | 13,124 | $ | 17,759 | $ | 25,404 | $ | 33,215 | ||||||||
10. STOCK-BASED COMPENSATION
A summary of the Performance Warrants (“PWs”), Restricted Stock Units (“RSUs”), Performance Share Units (“PSUs”) and Deferred Share Units (“DSUs”), collectively the share units, issued and outstanding is as follows:
| (thousands of units or warrants) | PWs | RSUs | PSUs | DSUs | Total | |||||||||||||||
| Outstanding January 1, 2024 | 3,617 | - | - | - | 3,617 | |||||||||||||||
| Granted | - | 672 | 919 | 21 | 1,612 | |||||||||||||||
| Exercised(1) | (1,080 | ) | (519 | ) | - | - | (1,599 | ) | ||||||||||||
| Forfeited / Expired | (17 | ) | (17 | ) | (44 | ) | - | (78 | ) | |||||||||||
| Balance, December 31, 2024 | 2,520 | 136 | 875 | 21 | 3,552 | |||||||||||||||
| Exercisable, December 31, 2024 | 2,520 | - | - | 21 | 2,541 | |||||||||||||||
| (thousands of units or warrants) | PWs | RSUs | PSUs | DSUs | Total | |||||||||||||||
| Outstanding January 1, 2025 | 2,520 | 136 | 875 | 21 | 3,552 | |||||||||||||||
| Granted | - | 13 | 18 | - | 31 | |||||||||||||||
| Exercised(1) | (970 | ) | (46 | ) | - | - | (1,016 | ) | ||||||||||||
| Forfeited / Expired | (152 | ) | (3 | ) | (369 | ) | - | (524 | ) | |||||||||||
| Cancelled | (1,398 | ) | - | - | (21 | ) | (1,419 | ) | ||||||||||||
| Balance, June 30, 2025 | - | 100 | 524 | - | 624 | |||||||||||||||
| Exercisable, June 30, 2025 | - | - | - | - | - | |||||||||||||||
| (1) | Differences in exercised awards compared to those disclosed in share capital (Note 7) relate to withholding taxes on share issuances (Note 12). |
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 11 |
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 hierarchies 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; |
| ● | 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 and cash equivalents, accounts receivable and accounts payable and accrued liabilities included on the condensed interim consolidated balance sheets approximates the fair values of the respective assets and liabilities due to the short-term nature of those instruments.
The 2028 Notes are classified as Level 1 in the fair value hierarchy. For purposes of estimating the fair value of this instrument, the Company used the quoted market price of the 2028 Notes. 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 liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 12 |
The Company’s obligations under its 2028 Notes (Note 4) include a requirement to maintain a twelve-month forward commodity price risk management program covering at least 50% of the forecasted PDP production over the next twelve months, as set out in the Company’s most recent reserves report, until the outstanding principal is reduced to below US$100 million.
The Company’s commodity price risk management program does not involve margin accounts that require posting of margin with increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
The Company’s financial risk management contracts are subject to master netting agreements that create the legal right to settle the instruments on a net basis. The following table summarizes the gross asset and liability positions of the Company’s individual risk management contracts that are offset in the consolidated balance sheets:
| ($ thousands) | As at June 30, 2025 | As at December 31, 2024 | ||||||
| Gross amount | $ | 33,230 | $ | (1,395 | ) | |||
| Amount offset | (1,290 | ) | 1,147 | |||||
| Risk management contracts – Asset (Liability) | $ | 31,940 | $ | (248 | ) | |||
The following table summarizes the financial commodity risk management gains and losses:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Realized gain (loss) | $ | 9,823 | $ | (13,798 | ) | $ | 8,722 | $ | (22,595 | ) | ||||||
| Unrealized gain (loss) | 25,839 | 12,839 | 32,188 | (25,898 | ) | |||||||||||
| Gain (loss) on risk management contracts | $ | 35,662 | $ | (959 | ) | $ | 40,910 | $ | (48,493 | ) | ||||||
As at June 30, 2025, the following financial commodity risk management contracts were in place:
| Instrument | Units | Volume (bbls/d) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q3 2025 | WTI Fixed Price Swap | C$ / bbl | 9,450 | $ | 101.00 | - | - | |||||||||||||
| Q3 2025 | WCS Differential Swap | US$ / bbl | 12,600 | $ | (10.90 | ) | - | - | ||||||||||||
| Q4 2025 | WTI Fixed Price Swap | C$ / bbl | 9,450 | $ | 100.85 | - | - | |||||||||||||
| Q4 2025 | WCS Differential Swap | US$ / bbl | 12,600 | $ | (13.50 | ) | - | - | ||||||||||||
| Q1 2026 | WTI Fixed Price Swap | C$ / bbl | 2,549 | $ | 96.95 | - | - | |||||||||||||
| Q1 2026 | WTI Costless Collar | C$ / bbl | 4,951 | - | $ | 81.89 | $ | 100.16 | ||||||||||||
| Q2 2026 | WTI Costless Collar | C$ / bbl | 5,027 | - | $ | 78.50 | $ | 83.84 | ||||||||||||
| Q2 2026 | WTI Costless Collar | US$ / bbl | 2,473 | - | $ | 57.00 | $ | 65.15 | ||||||||||||
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 13 |
Subsequent to June 30, 2025, Greenfire entered into the following financial commodity risk management contracts:
| Instrument | Units | Volume (bbls/d) | Put Price | Call Price | ||||||||||||
| Q3 2026 | WTI Costless Collar | US$ / bbl | 7,500 | $ | 60.00 | $ | 65.10 | |||||||||
A 10% change in prices for the underlying commodities, related to the Company’s risk management contracts, would have a before-tax impact on net income (loss) of $27.8 million for the three and six months ended June 30, 2025. The Company’s commodity risk management contracts are held with two large reputable financial institutions. As a result, the Company concluded that credit risk associated with its commodity risk management contracts is low.
Foreign Currency Risk Management
The Company is exposed to foreign currency risk on the principal and interest components of its US dollar denominated 2028 Notes (Note 4) and US Dollar denominated cash, cash equivalents, accounts receivables, accounts payables, and accrued liabilities and risk management contracts. As at June 30, 2025, Greenfire’s net foreign exchange risk exposure was a US$205.0 million liability (December 31, 2024 – US$218.4 million liability), and a 10% change in the foreign exchange rate would result in a $28.0 million change in the foreign exchange gain or loss (December 31, 2024 - $31.4 million).
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowings drawn under the Senior Credit Facility, as the interest charged on the credit facility fluctuates with floating interest rates. Currently no amounts are drawn on the Senior Credit Facility. The 2028 Notes and letters of credit issued are subject to fixed interest rates and are not exposed to changes in interest rates.
Credit Risk
| ($ thousands) | As at June 30 2025 | As at December 31 2024 | ||||||
| Trade receivables | $ | 42,775 | $ | 47,412 | ||||
| Joint interest receivables | 17,588 | 9,005 | ||||||
| Accounts receivable | $ | 60,363 | $ | 56,417 | ||||
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 credit worthy 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. The Company has not previously experienced any material credit losses on the collection of accounts receivable.
At June 30, 2025, and December 31, 2024, 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 June 30, 2025, 93% was receivable from a single company (December 31, 2024 - 99% receivable from a single company). At June 30, 2025, 100% of the Company’s joint interest receivables were held by a single company (December 31, 2024 - 100% by a single company). Maximum exposure to credit risk is represented by the carrying amount of accounts receivable on the balance sheet. Subsequent to June 30, 2025, the Company has received $1.0 million from its joint interest partner.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient available reserves to meet its financial obligations at any point in time. The Company expects to achieve this objective through prudent capital spending, an active commodity risk management program and through strategies such as continuously monitoring forecast and actual cash flows from operating, financing and investing activities, and available credit facilities. Management believes that future cash flows generated from these sources will be adequate to settle Greenfire’s financial liabilities.
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 14 |
The following table details the Company’s contractual maturities of its financial liabilities:
| As at June 30, 2025 | As at December 31, 2024 | |||||||||||||||
| ($ thousands) | Less than one year | Greater than one year | Less than one year | Greater than one year | ||||||||||||
| Accounts payable and accrued liabilities | $ | 52,080 | $ | - | $ | 61,804 | $ | - | ||||||||
| Risk management contracts | - | - | 248 | - | ||||||||||||
| Lease liabilities(1) | 5,128 | 4,224 | 7,669 | 2,726 | ||||||||||||
| Long-term debt(2) | 5,064 | 320,955 | 260,252 | 83,600 | ||||||||||||
| Total financial liabilities | $ | 62,972 | $ | 325,179 | $ | 329,973 | $ | 86,326 | ||||||||
| (1) | Amounts represent the expected undiscounted cash payments. |
| (2) | Amounts represent undiscounted principal only and exclude interest and transaction costs. |
12. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reconciles the net changes in non-cash working capital and other liabilities from the consolidated balance sheet to the consolidated statement of cash flows:
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Change in accounts receivable | $ | (5,043 | ) | $ | 24,341 | $ | (3,946 | ) | $ | 6,464 | ||||||
| Change in inventories | (6,006 | ) | (1,048 | ) | (3,699 | ) | 343 | |||||||||
| Change in prepaid expenses and deposits | 91 | (31 | ) | (1,305 | ) | 2,674 | ||||||||||
| Change in accounts payable and accrued liabilities | (12,003 | ) | 22,188 | (9,724 | ) | 22,925 | ||||||||||
| (22,961 | ) | 45,450 | (18,674 | ) | 32,406 | |||||||||||
| Other items impacting changes in non-cash working capital: | ||||||||||||||||
| Withholding taxes on share units | (261 | ) | (455 | ) | (981 | ) | (1,235 | ) | ||||||||
| Unrealized foreign exchange gain related to working capital | - | 78 | - | 145 | ||||||||||||
| (23,222 | ) | 45,073 | (19,655 | ) | 31,316 | |||||||||||
| Related to operating activities | (16,111 | ) | 37,956 | (11,029 | ) | 27,431 | ||||||||||
| Related to investing activities | (7,111 | ) | 7,117 | (8,626 | ) | 3,885 | ||||||||||
| Net change in non-cash working capital | $ | (23,222 | ) | $ | 45,073 | $ | (19,655 | ) | $ | 31,316 | ||||||
| Cash interest paid (included in operating activities) | $ | (842 | ) | $ | (954 | ) | $ | (21,683 | ) | $ | (26,835 | ) | ||||
| Cash interest received (included in operating activities) | $ | 703 | $ | 1,267 | $ | 1,373 | $ | 2,771 | ||||||||
13. RELATED PARTY TRANSACTION
In 2025, Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with the Change of Control Transaction (see Note 1) including 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.
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 15 |
| Corporate Information | |||
| Directors | Solicitors | ||
| Adam Waterous(1)(4) | Blake, Cassels & Graydon LLP | ||
| Brian Heald(2) | 3500, 855 – 2nd Street S.W. | ||
| Tom Ebbern(3) | Bankers Hall East Tower | ||
| Andrew Kim | Calgary Alberta, Canada | ||
| David Roosth | T2P 4J8 | ||
| Henry Hager | |||
| David Knight-Legg | |||
| (1) | Executive Chair of the Board of Directors | Scale LLP | |
| (2) | Chair of the Audit Committee | 86147, 750 – North Saint Paul Street Ste 250 | |
| (3) | Chair of the Reserves Committee and Lead Director | Dallas, Texas, United States | |
| (4) | Chair of the Compensation and Governance Committee | 75201 | |
| Officers | Bankers | ||
| Colin Germaniuk, P.Eng | Bank of Montreal | ||
| President | 595 – 8th Avenue SW | ||
| Calgary, Alberta, Canada | |||
| Tony Kraljic, CA | T2P 1G1 | ||
| Chief Financial Officer | |||
| Jonathan Kanderka, P.Eng | Auditor | ||
| Chief Operating Officer | |||
| Deloitte LLP | |||
| 700, 850 – 2nd Street S.W. | |||
| Charles R. Kraus | Calgary, Alberta, Canada | ||
| Corporate Secretary | T2P 0R8 | ||
| Head Office | Reserve Engineers | ||
| 1900, 205 – 5th Avenue SW | McDaniel & Associates Consultants Ltd. | ||
| Calgary, Alberta, Canada | 2200, 255 – 5th Avenue S.W. | ||
| T2P 2V7 | Calgary, Alberta, Canada | ||
| www.greenfireres.com | T2P 3G6 | ||
| NYSE: GFR | |||
| TSX: GFR | |||
| Greenfire Resources Ltd. | 2025 Q2 Financial Statements | 16 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS
For the three and six month periods ended June 30, 2025
Greenfire Resources Ltd.
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 August 6, 2025, 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 six months ended June 30, 2025 and 2024, and the audited consolidated financial statements for the years ended December 31, 2024 and 2023 (“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 17, 2025 (the “2024 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, adjusted funds flow, adjusted free cash flow, and adjusted working capital surplus (deficit). When non-GAAP measures are expressed on a per barrel basis, they are non-GAAP ratios. This MD&A also contains supplementary financial measures and ratios, derived from IFRS® Accounting Standards. Supplementary financial measures include gross profit (loss), capital expenditures, and depletion. When supplementary financial measures are expressed on a per barrel basis, they are supplementary financial ratios. 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 (“CAD”), 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. 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 New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFR”.
Throughout 2024, certain limited partnerships comprising Waterous Energy Fund and its affiliates (collectively, “WEF”), through a series of transactions acquired a total of 39,300,278 common shares and 2,654,179 common share purchase warrants of Greenfire. The final transaction in this series, which occurred on December 23, 2024 (the “Change of Control Transaction”), which resulted in WEF holding 56.5% of the Company’s outstanding common shares. At June 30, 2025, approximately 55.9% of the Company’s common shares were owned by WEF.
GREENFIRE’S ASSETS AND STRATEGY
Greenfire’s principal assets are the Hangingstone Facilities. The Hangingstone Facilities consist of two Steam-Assisted Gravity Drainage (“SAGD”) oil production facilities: the Expansion 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 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 at the Hangingstone Facilities, which are designed to increase production levels to leverage existing spare facility capacities, while maintaining disciplined control over operating cost structures.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 2 |
RECENT DEVELOPMENTS
Production and Steam Generation Updates
Greenfire’s July 2025 corporate production was approximately 16,000 bbls/d. The Company’s production continues to be affected by the previously disclosed failure of one of the four steam generators at the Expansion Asset, resulting in an estimated production impact of 1,500 to 2,250 bbls/d. Full steam capacity is expected to be restored by year-end 2025.
Regulatory Environment and Installation of Sulphur Removal Facilities
Greenfire continues to engage with the Alberta Energy Regulator regarding previously disclosed sulphur dioxide emissions that exceed regulatory limits at the Expansion Asset. To support a timely return to compliance, Greenfire has ordered sulphur removal facilities, which are scheduled for installation and commissioning in Q4 2025. Management expects these facilities will restore emissions compliance at a total estimated cost of $11.3 million (previously $15.0 million).
Progress Update on Future Development Plans
During the second quarter of 2025, Greenfire refined its proposed development plan and operational strategies at the Hangingstone Facilities. The proposed development plan includes a new SAGD well pad (“Pad 7”), consisting of 13 well-pairs, located northeast of the Expansion Asset’s Central Processing Facility and directly adjacent to existing production. Greenfire has secured a drilling rig, with drilling operations expected to begin in Q4 2025 and first oil production anticipated in Q4 2026.
2025 OUTLOOK
Greenfire’s 2025 annual outlook is outlined below:
| 2025 | ||||
| Outlook | ||||
| Annual production average | 15,000 – 16,000 (bbls/d) | |||
| Capital expenditures | $130.0 million |
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 3 |
FINANCIAL & OPERATING HIGHLIGHTS
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Bitumen production (bbls/d) | 135,748 | 18,993 | 16,617 | 19,330 | ||||||||||||
| Oil sales | 144,542 | 219,444 | 328,179 | 420,434 | ||||||||||||
| Oil sales ($/bbl) | 72.53 | 89.93 | 77.59 | 82.35 | ||||||||||||
| Gross profit(1) | 55,829 | 58,581 | 90,221 | 46,513 | ||||||||||||
| Operating netback(2) | 49,905 | 62,872 | 99,509 | 107,521 | ||||||||||||
| Operating netback ($/bbl)(2) | 35.06 | 36.68 | 33.28 | 30.52 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | 48,730 | 30,848 | 64,893 | (16,067 | ) | |||||||||||
| Adjusted EBITDA(2) | 44,273 | 58,423 | 85,589 | 97,769 | ||||||||||||
| Cash provided by operating activities | 17,732 | 85,163 | 52,405 | 102,227 | ||||||||||||
| Adjusted funds flow(2) | 33,843 | 47,207 | 65,287 | 74,796 | ||||||||||||
| Cash used in investing activities | (17,951 | ) | (15,892 | ) | (45,765 | ) | (53,573 | ) | ||||||||
| Capital expenditures(1) | 10,840 | 23,009 | 37,139 | 57,458 | ||||||||||||
| (1) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
| (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. |
Liquidity and Balance Sheet
| June 30, | December 31, | |||||||
| ($ thousands) | 2025 | 2024 | ||||||
| Cash and cash equivalents | 69,980 | 67,419 | ||||||
| Available credit facilities(1) | 50,000 | 50,000 | ||||||
| Face value of long-term debt(2) | 326,019 | 343,852 | ||||||
| (1) | As at June 30, 2025 and December 31, 2024, the Company had $50.0 million of available credit under the Senior Credit Facility, of which $nil was drawn. |
| (2) | As at June 30, 2025, the 2028 Notes (as defined below) had a face value of US$239.0 million (December 31, 2024 – US$239.0 million) and were converted into Canadian dollars as at period end exchange rates (see “Capital Resources and Liquidity - Long Term Debt”). |
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 4 |
PRODUCTION AND COMMODITY PRICING
Bitumen Production and Sales
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (Average barrels per day, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Bitumen production(1) | 15,748 | 18,993 | 16,617 | 19,330 | ||||||||||||
| Bitumen sales – Undiluted | 1,485 | 1,025 | 1,449 | 855 | ||||||||||||
| Bitumen sales – Blended with diluent | 14,159 | 17,810 | 15,070 | 18,499 | ||||||||||||
| Bitumen sales(1) | 15,644 | 18,835 | 16,519 | 19,354 | ||||||||||||
| Purchased diluent - Blended into sales volumes | 6,255 | 7,981 | 6,848 | 8,698 | ||||||||||||
| Sales volumes | 21,899 | 26,816 | 23,367 | 28,052 | ||||||||||||
| (1) | Bitumen sales differ from bitumen production due to inventory fluctuations. |
Greenfire’s oil sales include both undiluted bitumen, which is trucked to a sales point, and bitumen blended with diluent, which is transported by pipeline.
Bitumen production decreased 17% (or 3,245 bbl/d) and 14% (or 2,713 bbl/d) for the three and six months ended June 30, 2025, respectively, when compared to the same periods of 2024. These decreases relate to the unplanned loss of a steam generation unit and natural field declines (see “Recent Developments” section of this MD&A for further information).
Commodity Prices
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Benchmark Pricing | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| US$/bbl | ||||||||||||||||
| WTI(1) | 63.74 | 80.57 | 67.58 | 78.77 | ||||||||||||
| WCS differential to WTI | (10.27 | ) | (13.61 | ) | (11.47 | ) | (16.46 | ) | ||||||||
| WCS Hardisty | 53.47 | 66.96 | 56.11 | 62.31 | ||||||||||||
| Edmonton Condensate (C5+) | 63.68 | 77.19 | 66.89 | 75.25 | ||||||||||||
| C$/bbl | ||||||||||||||||
| WTI(2) | 88.22 | 110.25 | 95.25 | 107.02 | ||||||||||||
| WCS differential to WTI | (14.21 | ) | (18.62 | ) | (16.17 | ) | (22.36 | ) | ||||||||
| WCS Hardisty(2) | 74.00 | 91.63 | 79.08 | 84.65 | ||||||||||||
| Edmonton Condensate (C5+)(2) | 88.13 | 105.63 | 94.27 | 102.23 | ||||||||||||
| Other | ||||||||||||||||
| AECO 5A (C$/GJ) | 1.60 | 1.12 | 1.83 | 1.74 | ||||||||||||
| Alberta power pool (C$/MWh) | 40.48 | 45.28 | 40.39 | 72.07 | ||||||||||||
| Average FX Rate (C$/US$)(3) | 1.3840 | 1.3684 | 1.4094 | 1.3586 | ||||||||||||
| (1) | As per NYMEX oil futures contract. |
| (2) | Converted from above using the average exchange rate for the specific period. |
| (3) | Average exchange rates for the specified periods. |
WCS Hardisty
WCS is a blend of heavy crude oils that serves as the pricing benchmark for Canadian heavy oil at Hardisty, Alberta. Greenfire’s bitumen sales revenue is directly correlated to WCS pricing. WCS is priced at a discount to WTI, with this difference referred to as the WCS differential. The WCS differential is subject to variability driven by factors such as production volumes, egress capacity, scheduled infrastructure maintenance, refinery demand, and other market conditions in Western Canada.
Condensate
The Company uses condensate, sourced from the Edmonton area, as a blending diluent to facilitate the transportation of its produced bitumen. The price of condensate has historically been correlated to the price of WTI.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 5 |
FINANCIAL RESULTS
Oil Sales
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Oil Sales | 144,542 | 219,444 | 328,179 | 420,434 | ||||||||||||
| - ($/bbl)(1) | 72.53 | 89.93 | 77.59 | 82.35 | ||||||||||||
| (1) | Based on sales volumes. |
Oil sales decreased 34% (or $74.9 million) for the three months ended June 30, 2025, to $144.5 million compared to $219.4 million in the same quarter of 2024. The decrease reflects a 18% decline in sales volumes and lower Canadian-denominated WCS pricing.
Oil sales decreased 22% (or $92.3 million) for the six months ended June 30, 2025, to $328.2 million compared to $420.4 million for the same period in 2024. The decrease reflects a 17% decline in sales volumes and lower Canadian denominated WCS pricing.
Royalties
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Royalties | 3,932 | 9,919 | 10,756 | 16,234 | ||||||||||||
| - ($/bbl) | 2.76 | 5.78 | 3.60 | 4.61 | ||||||||||||
| Effective royalty rate(1) | 5.01 | % | 7.97 | % | 6.07 | % | 7.27 | % | ||||||||
| (1) | Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A. |
Royalties consist of crown royalties on bitumen production paid to the Province of Alberta, based on government prescribed royalty rates. Royalty rates are based on and adjust with the Canadian dollar equivalent WTI benchmark price.
The effective royalty rate was 5.01% and 6.07% during the three and six months ended June 30, 2025, respectively, compared to 7.97% and 7.27% for the same respective periods in 2024. The lower effective royalty rate reflects the decline in the Canadian denominated WTI benchmark price.
Realized and Unrealized Gain (Loss) on Risk Management Contracts
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Realized gain (loss) | 9,823 | (13,798 | ) | 8,722 | (22,595 | ) | ||||||||||
| Unrealized gain (loss) | 25,839 | 12,839 | 32,188 | (25,898 | ) | |||||||||||
| Risk management contracts gains (losses) | 35,662 | (959 | ) | 40,910 | (48,493 | ) | ||||||||||
Greenfire uses risk management 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.
During the three and six months ended June 30, 2025, Greenfire recognized realized gains of $9.8 million and $8.7 million, respectively, compared to realized losses of $13.8 million and $22.6 million for the same periods of 2024. Realized gains occur when the average price of the hedged commodity settles below the contract price, while realized losses 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.
Changes in the fair value of unsettled financial contracts are reported as unrealized gains or losses as the forward markets for commodities fluctuate. When adjusting the risk management contracts to their fair value on June 30, 2025, Greenfire recognized a non-cash unrealized gain of $25.8 million, compared to an unrealized gain of $12.8 million for the same quarter of 2024. The unrealized gain on risk management contracts for the six months ended June 30, 2025 were $32.2 million compared to an unrealized loss of $25.9 million for the same period of 2024.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 6 |
Diluent Expense
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Diluent expense | 56,290 | 84,545 | 130,284 | 176,227 | ||||||||||||
| - ($/bbl)(1) | 10.54 | 11.23 | 11.40 | 13.02 | ||||||||||||
| (1) | Represents the differential cost of diluent to diluted bitumen. Calculation is based on oil sales less diluent expense, over bitumen sales volume (bbls), less oil sales per barrel. |
To facilitate the transportation of bitumen, the Company uses condensate as a blending diluent. Greenfire’s diluent expense includes the cost of condensate and its associated transportation costs. Diluent expense per barrel represents the cost difference between purchased condensate and the value recovered from selling the same volume of diluted bitumen.
Diluent expense per bbl declined by 6% (or $0.69/bbl) to $10.54/bbl for the three months ended June 30, 2025, compared to $11.23/bbl in the same quarter of 2024. The decrease is primarily due to an increase in undiluted bitumen sales, which rose to 9.5% of total bitumen sales from 5.4% in the same quarter of 2024.
Diluent expense per bbl decreased 12% (or $1.62/bbl) for the six months ended June 30, 2025, to $11.40/bbl compared to $13.02/bbl for the six months ended June 30, 2024. The decrease is due to an increase in undiluted bitumen sales, which rose to 8.8% of total bitumen sales from 4.4% in the same period of 2024 and the lower price differential between WCS and Edmonton Condensate (C5+) (see “Production and Commodity Pricing - Commodity Prices” section of this MD&A).
Transportation and Marketing Expense
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Marketing fees | 2,604 | 2,913 | 6,015 | 5,195 | ||||||||||||
| Oil transportation expense | 9,811 | 10,400 | 20,585 | 21,317 | ||||||||||||
| Transportation and marketing | 12,415 | 13,313 | 26,600 | 26,512 | ||||||||||||
| Marketing fees ($/bbl) | 1.83 | 1.70 | 2.02 | 1.48 | ||||||||||||
| Oil transportation expense ($/bbl) | 6.89 | 6.07 | 6.88 | 6.05 | ||||||||||||
| Transportation and marketing ($/bbl) | 8.72 | 7.77 | 8.90 | 7.53 | ||||||||||||
Transportation expenses include the costs to move bitumen between the Hangingstone assets and to the sales point. Marketing fees relate to exclusive marketing contracts with a reputable international energy marketing company. These exclusive marketing contracts are expected to expire between April 2026 and October 2028.
Transportation and marketing expense per bbl increased 12% (or $0.95/bbl) for the three months ended June 30, 2025, to $8.72/bbl compared to $7.77/bbl in the same quarter of 2024.
Transportation and marketing expense per bbl increased by 18% (or $1.37/bbl) for the six months ended June 30, 2025, to $8.90/bbl compared to $7.53/bbl for the six months ended June 30, 2024.
The increase in oil transportation expense per barrel in both periods was driven by the long-haul trucking costs associated with selling a greater proportion of bitumen as undiluted.
The increase in marketing fees per barrel in both periods reflects a greater share of production from the Demo Asset, which is subject to higher marketing fees than the Expansion Asset.
Operating Expenses
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Operating expenses – energy | 6,700 | 7,000 | 16,141 | 19,506 | ||||||||||||
| Operating expenses – non-energy | 25,123 | 27,997 | 53,611 | 51,839 | ||||||||||||
| Operating expenses | 31,823 | 34,997 | 69,752 | 71,345 | ||||||||||||
| Operating expenses – energy ($/bbl) | 4.71 | 4.08 | 5.40 | 5.54 | ||||||||||||
| Operating expenses – non-energy ($/bbl) | 17.64 | 16.34 | 17.93 | 14.71 | ||||||||||||
| Operating expenses ($/bbl) | 22.35 | 20.42 | 23.33 | 20.25 | ||||||||||||
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 7 |
Operating expenses include energy operating expenses and non-energy operating expenses.
| ● | Energy operating expenses include the cost of natural gas for steam generation and NCG co-injection, and electricity for facility operations. NCG is used to manage reservoir pressure, and improve recovery. |
| ● | Non-energy operating expenses relate to production-related operating activities, including staff, contractors and associated travel and camp costs, chemicals and treating, insurance, equipment rentals, maintenance and site administration, among other costs. |
For the three months ended June 30, 2025, operating expenses per bbl increased 9% (or $1.93/bbl) to $22.35/bbl compared to $20.42/bbl in the same quarter of 2024. Energy operating costs per bbl increased 15% (or $0.63/bbl) to $4.71/bbl due to higher natural gas prices. Non-energy operating costs increased 8% (or $1.31/bbl) to $17.64/bbl primarily due to the fixed portion of operating expenses being allocated over a lower production volume.
For the six months ended June 30, 2025, operating expenses per bbl increased 15% (or $3.08/bbl) to $23.33/bbl compared to $20.25/bbl in the same period of 2024. Energy operating costs per bbl decreased 3% (or $0.14/bbl) to $5.40/bbl primarily due to lower benchmark power prices. Non-energy operating costs increased 22% (or $3.22/bbl) due to higher staffing costs following the transition from stock-based compensation to annual cash bonuses.
Depletion and Depreciation Expenses
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Depletion | 19,915 | 17,130 | 41,476 | 35,110 | ||||||||||||
| Depreciation | 53 | 23 | 109 | 46 | ||||||||||||
| Depletion and depreciation expense | 19,968 | 17,153 | 41,585 | 35,156 | ||||||||||||
| - ($/bbl) | 14.03 | 10.01 | 13.91 | 9.98 | ||||||||||||
For the three and six months ended June 30, 2025, depletion and depreciation per bbl increased by 40% (or $2.8 million) and 39% (or $6.4 million), respectively, compared to the same periods in 2024. The increase in both periods was driven by the inclusion of future development costs related to the 72% increase in proved and probable reserves as outlined in the year-end 2024 reserve report and disclosed in the Company’s 2024 AIF.
Operating Netback(1)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Gross profit(2) | 55,829 | 58,581 | 90,221 | 46,513 | ||||||||||||
| Depletion | 19,915 | 17,130 | 41,476 | 35,110 | ||||||||||||
| Loss (gain) on risk management contracts | (35,662 | ) | 959 | (40,910 | ) | 48,493 | ||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts(1) | 40,082 | 76,670 | 90,787 | 130,116 | ||||||||||||
| Realized gain (loss) on risk management contracts | 9,823 | (13,798 | ) | 8,722 | (22,595 | ) | ||||||||||
| Operating netback(1) | 49,905 | 62,872 | 99,509 | 107,521 | ||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(1) | 28.16 | 44.73 | 30.36 | 36.94 | ||||||||||||
| Operating netback ($/bbl)(1) | 35.06 | 36.68 | 33.28 | 30.52 | ||||||||||||
| (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) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
Operating netback per bbl decreased 4% (or $1.62/bbl) for the three months ended June 30, 2025, to $35.06/bbl compared to $36.68/bbl in the same quarter of 2024. The decrease was driven by a lower oil sales, partially offset by realized gains on risk management contracts.
Operating netback per bbl increased 9% (or $2.76/bbl) for the six months ended June 30, 2025, to $33.28/bbl compared to $30.52/bbl in the same period of 2024. This increase was largely due to an increase in realized gains on risk management contracts and a reduction in diluent costs per barrel, partially offset by lower oil sales.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 8 |
Gross Profit (Loss)(1)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Oil sales, net of royalties | 140,610 | 209,525 | 317,423 | 404,200 | ||||||||||||
| Gain (loss) on risk management contracts | 35,662 | (959 | ) | 40,910 | (48,493 | ) | ||||||||||
| 176,272 | 208,566 | 358,333 | 355,707 | |||||||||||||
| Diluent expense | (56,290 | ) | (84,545 | ) | (130,284 | ) | (176,227 | ) | ||||||||
| Transportation and marketing | (12,415 | ) | (13,313 | ) | (26,600 | ) | (26,512 | ) | ||||||||
| Operating expenses | (31,823 | ) | (34,997 | ) | (69,752 | ) | (71,345 | ) | ||||||||
| Depletion | (19,915 | ) | (17,130 | ) | (41,476 | ) | (35,110 | ) | ||||||||
| Gross profit(1) | 55,829 | 58,581 | 90,221 | 46,513 | ||||||||||||
| Gross profit ($/bbl)(1) | 39.22 | 34.18 | 30.17 | 13.20 | ||||||||||||
| (1) | Supplementary financial measure or ratio. Refer to the “Supplementary Financial Measures” section of this MD&A. |
Gross profit decreased by $2.8 million for the three months ended June 30, 2025, to $55.8 million compared to $58.6 million in the second quarter of 2024. The decrease relates to lower oil sales, offset by gains on risk management contracts.
Gross profit increased by $43.7 million for the six months ended June 30, 2025, to $90.2 million compared to $46.5 million in the same period of 2024. The increase primarily relates to gains on risk management contracts, offset by lower oil sales.
General & Administrative Expenses (“G&A”)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| General and administrative expenses | 5,023 | 3,869 | 14,430 | 8,618 | ||||||||||||
| - ($/bbl) | 3.53 | 2.26 | 4.83 | 2.45 | ||||||||||||
G&A expenses include head office and corporate costs such as salaries and employee benefits, legal fees, engineering services, audit and tax-related fees, and may also include expenses related to corporate strategic initiatives if any, among other costs.
For the three months ended June 30, 2025, G&A expenses increased by 30% (or $1.2 million) to $5.0 million compared to $3.9 million for the same period of 2024. The increase is attributable to the introduction of a new employee incentive structure consisting solely of an enhanced annual cash bonus, which replaced the prior omnibus share incentive plan in January 2025. Refer to the “Stock-Based Compensation” section of this MD&A for further information.
During the six months ended June 30, 2025, G&A expenses increased by 67% (or $5.8 million) to $14.4 million compared to $8.6 million for the same period of 2024. The six months ended June 30, 2025, includes a one-time expense of $1.9 million associated with challenging the Company’s adoption of a shareholder rights plan, in which WEF was successful. Refer to the “Related Party Transaction” section in this MD&A for further information. The remaining increase reflects the previously discussed changes in employee incentive compensation.
Stock-Based Compensation
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Stock-based compensation | 398 | 2,568 | 1,650 | 3,420 | ||||||||||||
| - ($/bbl) | 0.28 | 1.50 | 0.55 | 0.97 | ||||||||||||
The stock-based compensation expense relates to share awards issued under the omnibus share incentive plan (the “Incentive Plan”) adopted in February 2024. The Company’s Board of Directors suspended further grants under the Incentive Plan as the Company’s incentive compensation plan will comprise solely of an annual cash bonus. The remaining awards will be expensed over their vesting periods.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 9 |
Financing and Interest Expenses
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Interest expense | 10,623 | 12,611 | 21,148 | 25,605 | ||||||||||||
| Accretion | 2,501 | 5,148 | 4,256 | 7,610 | ||||||||||||
| Financing and interest expenses | 13,124 | 17,759 | 25,404 | 33,215 | ||||||||||||
Interest expense includes cash-settled interest on the 2028 Notes, Senior Credit Facility, EDC Facility, and other related charges. Accretion includes the amortization of debt issuance costs, accrual of redemption premiums on the 2028 Notes, accretion of lease liability and accretion of decommissioning liabilities.
For the three months ended June 30, 2025, financing and interest expenses decreased by 26% (or $4.6 million) to $13.1 million compared to $17.8 million for the same quarter of 2024. During the six months ended June 30, 2025, interest and finance expenses decreased by 24% (or $7.8 million) to $25.4 million compared to $33.2 million for the same period of 2024. The decrease in both periods was due to a reduction in outstanding debt following the July 2024 partial repayment of the 2028 Notes.
Refer to the “Capital Resources and Liquidity” section in this MD&A for more details of Greenfire’s long-term debt, revolving credit facility and EDC Facility.
Exploration Expenses
The Company’s exploration expenses primarily consist of escalating mineral lease rentals on undeveloped lands. In the three and six months ended June 30, 2025, exploration expenses were $0.6 million and $1.3 million, respectively, compared to $0.6 million and $1.1 million for the same respective periods in 2024.
Other Income
Other income primarily consists of interest earned on the Company’s cash and cash equivalent balances. The Company’s other income for the three and six months ended June 30, 2025, was $0.7 million and $1.4 million, respectively, compared to other income of $1.3 million and $2.7 million, respectively in 2023.
Foreign Exchange Loss (Gain)
The Company’s foreign exchange loss (gain) is driven by fluctuations in the US dollar to Canadian dollar exchange rate and is primarily related to the principal and interest components of the Company’s US dollar denominated debt.
In the three and six months ended June 30, 2025, Greenfire recorded foreign exchange gains of $14.2 million, compared to losses of $3.5 million and $11.8 million for the respective comparative periods in 2024. For the three and six months ended June 30, 2025, the gains related to the Canadian dollar appreciating against the US dollar, compared to the losses associated with the weakening trend in the comparative periods of 2024.
Loss (Gain) on Revaluation of Warrants
The outstanding warrants entitle each warrant holder to purchase one common share of Greenfire and expire on September 19, 2028. The warrants 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 necessitates their remeasurement at each reporting period.
When revaluing the warrants to fair value, the Company recognized gains of $5.9 million and $13.8 million for the three months and six months ended June 30, 2025, respectively, compared to losses of $0.7 million and $7.1 million for the same periods of 2024. The 2025 gains reflect declines in the Company’s common share price relative to their opening price in the respective periods.
Taxes
Deferred income tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits is probable based on current tax pools and estimated future income. For the three and six months ended June 30, 2025, Greenfire recognized a deferred income tax expense of $8.6 million and $11.8 million, respectively.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 10 |
Net Income (Loss) and Comprehensive Income (Loss) and Adjusted EBITDA(1)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income (loss) and comprehensive income (loss) | 48,730 | 30,848 | 64,893 | (16,067 | ) | |||||||||||
| Add (deduct): | ||||||||||||||||
| Income tax expense | 8,639 | - | 11,849 | - | ||||||||||||
| Unrealized (gain) loss on risk management contracts | (25,839 | ) | (12,839 | ) | (32,188 | ) | 25,898 | |||||||||
| Stock-based compensation | 398 | 2,568 | 1,650 | 3,420 | ||||||||||||
| Financing and interest | 13,124 | 17,759 | 25,404 | 33,215 | ||||||||||||
| Depletion and depreciation | 19,968 | 17,153 | 41,585 | 35,156 | ||||||||||||
| Non-recurring transactions(2) | - | - | 1,853 | - | ||||||||||||
| Loss (gain) on revaluation of warrants | (5,852 | ) | 683 | (13,848 | ) | 7,062 | ||||||||||
| Foreign exchange loss (gain) | (14,192 | ) | 3,512 | (14,236 | ) | 11,787 | ||||||||||
| Other income | (703 | ) | (1,261 | ) | (1,373 | ) | (2,702 | ) | ||||||||
| Adjusted EBITDA(1) | 44,273 | 58,423 | 85,589 | 97,769 | ||||||||||||
| Adjusted EBITDA(1) ($/bbl) | 31.10 | 34.09 | 28.62 | 27.76 | ||||||||||||
| (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 “Related Party Transaction” section in this MD&A for further information. |
For the three months ended June 30, 2025, Greenfire generated net income of $48.7 million compared to $30.9 million in the same quarter of 2024, an increase of $17.9 million. This increase was driven by gains on risk management contracts, foreign exchange gains, and the revaluation of warrants.
For the six months ended June 30, 2025, Greenfire generated net income of $64.9 million, compared to a net loss of $16.1 million in the same period in 2024, an increase of $81.0 million. This increase was driven by gains on risk management contracts, foreign exchange gains, and the revaluation of warrants.
Adjusted EBITDA decreased 24% (or $14.2 million) for the three months ended June 30, 2025, to $44.3 million compared to $58.4 million for the same quarter of 2024. Adjusted EBITDA decreased 12% (or $12.2 million) for the six months ended June 30, 2025, to $85.6 million compared to $97.8 million for the same period of 2024. The decrease in both periods was driven by lower oil sales, resulting from a decrease in sales volume and lower realized pricing, partially offset by gains on realized risk management contracts.
Net Income (Loss) per Share
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ per share, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income (loss) per share - basic | $ | 0.69 | $ | 0.45 | $ | 0.92 | $ | (0.23 | ) | |||||||
| Net income (loss) per share - diluted | $ | 0.69 | $ | 0.43 | $ | 0.92 | $ | (0.23 | ) | |||||||
| Weighted average common shares outstanding – basic (’000) | 70,119 | 69,123 | 70,538 | 68,923 | ||||||||||||
| Weighted average common shares outstanding – diluted (’000) | 70,219 | 72,119 | 70,638 | 68,923 | ||||||||||||
For the three and six months ended June 30, 2025, basic net income (loss) per share increased by $0.24/ share and $1.15/ share, respectively, compared to the same periods in 2024. Diluted net income (loss) per share increased by $0.26/ share and $1.15/ share, respectively, compared to the same periods in 2024. The increases reflect the higher net income for the three and six months ended June 30, 2025, when compared to the same periods in 2024.
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 credit risk, liquidity risk and 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 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 debt obligations and fund the Company’s operations. The Company’s risk management 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 swaps. The Company does not use financial derivatives for speculative purposes.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 11 |
The Company’s obligations under its 2028 Notes (as outlined in the “Capital Resources and Liquidity – Long Term Debt” section of this MD&A), includes a requirement to implement and maintain a twelve month forward commodity price risk management program encompassing not less than 50% of the hydrocarbon output under the proved developed producing (“PDP”) reserves forecast in the Company’s most recent reserves report, as determined by a qualified and independent reserves evaluator.
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 June 30, 2025
| Instrument | Units | Volume (bbls/d) | Swap Price | Put Price | Call Price | |||||||||||||||
| Q3 2025 | WTI Fixed Price Swap | C$ / bbl | 9,450 | $ | 101.00 | - | - | |||||||||||||
| Q3 2025 | WCS Differential Swap | US$ / bbl | 12,600 | $ | (10.90 | ) | - | - | ||||||||||||
| Q4 2025 | WTI Fixed Price Swap | C$ / bbl | 9,450 | $ | 100.85 | - | - | |||||||||||||
| Q4 2025 | WCS Differential Swap | US$ / bbl | 12,600 | $ | (13.50 | ) | - | - | ||||||||||||
| Q1 2026 | WTI Fixed Price Swap | C$ / bbl | 2,549 | $ | 96.95 | - | - | |||||||||||||
| Q1 2026 | WTI Costless Collar | C$ / bbl | 4,951 | - | $ | 81.89 | $ | 100.16 | ||||||||||||
| Q2 2026 | WTI Costless Collar | C$ / bbl | 5,027 | - | $ | 78.50 | $ | 83.84 | ||||||||||||
| Q2 2026 | WTI Costless Collar | US$ / bbl | 2,473 | - | $ | 57.00 | $ | 65.15 | ||||||||||||
Financial Risk Management Contracts Subsequent to June 30, 2025
Subsequent to June 30, 2025 Greenfire entered into the following financial commodity risk management contracts:
| Instrument | Units | Volume (bbls/d) | Put Price | Call Price | ||||||||||||
| Q3 2026 | WTI Costless Collar | US$ / bbl | 7,500 | $ | 60.00 | $ | 65.10 | |||||||||
Foreign Exchange Risk
The Company is exposed to foreign currency risk on the principal and interest components of its US dollar denominated 2028 Notes and US Dollar denominated cash, cash equivalents, accounts receivables, accounts payables and accrued liabilities and risk management contracts. As at June 30, 2025, Greenfire’s net foreign exchange risk exposure was US$205.0 million liability and a 10% change in the foreign exchange rate would result in a $28.0 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 Senior Credit Facility fluctuates with floating interest rates. Currently no amounts are drawn on the Senior Credit Facility. The 2028 Notes and letters of credit issued are subject to fixed interest rates and are not exposed to changes in interest rates.
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 credit worthy 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.
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.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 12 |
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, including servicing and repaying long term debt. The Company strives to actively manage its capital structure in response to changes in economic conditions and further deleverage its balance sheet. At June 30, 2025, the Company’s capital structure consists of working capital surplus (deficit), long-term debt and shareholders’ equity. Management believes 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, to make interest and principal payments, and to fund the other needs of the business.
Long Term Debt
The senior secured notes (the “2028 Notes”) bear interest at the fixed rate of 12.00% per annum payable semi-annually, mature on October 1, 2028. The 2028 Notes are secured by a second priority lien on the Company’s assets and are junior to amounts owing to the Senior Credit Facility lenders.
The 2028 Notes are not subject to any financial covenants but subject to certain exceptions and qualifications. The indenture governing the 2028 Notes (the “2028 Indenture”) contains certain non-financial covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, make certain restricted payments, and sell assets. In addition, the Company is required to maintain financial hedges for a minimum of 50% of the forward twelve calendar month forecasted production(1) until the outstanding principal is less than US$100 million, and to limit capital expenditures to US$150(2) million annually until the outstanding principal is less than US$150 million. As at June 30, 2025 the Company was compliant with all covenants.
As the result of a Change of Control Transaction (see “Description of Business” section in this MD&A), Greenfire was required to make an offer to repurchase the 2028 Notes, or a portion thereof. This repurchase offer expired on February 19, 2025, with US$5,000 principal amount tendered for repurchase.
The 2028 Indenture requires the Company to redeem the 2028 Notes at 105% of the principal amount plus accrued and unpaid interest with 75% of its ECF (as defined in the 2028 Indenture) every six-months (the “ECF Sweep”). When consolidated indebtedness(3) is less than US$150 million, the ECF Sweep is reduced to 25% of Excess Cash Flow until the principal outstanding on the 2028 Notes is US$100 million.
On July 21, 2025, the Company redeemed $1.9 million (US$1.4 million) of the 2028 Notes under the ECF Sweep. The next redemption, if applicable, is due by March 6, 2026.
As at June 30, 2025, the carrying value of the Company’s long-term debt was $314.7 million and the fair value was $343.0 million (December 31, 2024 carrying value – $328.9 million, fair value - $371.2 million).
Senior Credit Facility
Greenfire has a reserve-based credit facility (the “Senior Credit Facility”) comprised of an operating facility and a syndicated facility. Total credit available under the Senior Credit Facility is $50 million comprised of a $20 million operating facility and a $30 million syndicated facility.
The Senior Credit Facility is a committed facility available on a revolving basis until May 31, 2026. The Senior Credit Facility may, subject to the lenders’ approval, be extended for a 364-day period. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstanding would be repayable on May 31, 2027. The Senior Credit Facility is subject to a semi-annual borrowing base review, occurring in May and November of each year. The borrowing base is determined based on the lenders’ evaluation of the Company’s hydrocarbon reserves and their commodity price outlook at the time of each borrowing base review.
The Senior Credit Facility is secured by a first priority security interest on substantially all of the assets of the Company and is senior in priority to the 2028 Notes. The Senior Credit Facility contains certain 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.
| (1) | Forecasted production is defined by the 2028 Indenture as the Company’s proved developed producing (“PDP”) forecast in the Company’s most recent reserve report, as determined by a qualified and independent reserves evaluator, as prepared to the Canadian standard using National Instrument 51-101. | |
| (2) | On March 10, 2025, the Company completed an amendment to the 2028 Note Indenture to increase the annual capital expenditure limitation from CAD$100 million to US$150 million, until the outstanding principal amount of the 2028 Notes is less than US$150 million. | |
| (3) | Consolidated indebtedness under the 2028 Indenture includes amounts outstanding under the 2028 Notes, amounts outstanding under the Senior Credit Facility, and any leases that would be classified as a “capital lease” under IAS® 17 – Leases (superseded). |
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 13 |
Amounts borrowed under the Senior Credit Facility bear interest at a floating rate based on the applicable Canadian prime rate, US base rate, adjusted secured overnight financing rate or adjusted Canadian overnight repo rate average, plus a margin of 1.75% to 6.25% based on debt to EBITDA ratio. Standby fees on the undrawn portion of the Senior Credit Facility range from 0.6875% to 1.5625% based on a debt to EBITDA ratio. As at June 30, 2025, the Company had no amounts drawn under the Senior Credit Facility.
Letter of Credit Facility
Greenfire maintains a separate $55.0 million letter of credit facility (the “EDC Facility”) with a Canadian bank that is supported by a performance security guarantee from Export Development Canada (“EDC”). The EDC Facility is available on a demand basis. As at June 30, 2025, the Company had $54.0 million (December 31, 2024 - $54.0 million) in letters of credit outstanding under the EDC Facility.
Adjusted Working Capital Surplus(1)
| June 30, | December 31, | |||||||
| ($ thousands) | 2025 | 2024 | ||||||
| Current assets | 187,689 | 144,238 | ||||||
| Current liabilities | (66,565 | ) | (335,859 | ) | ||||
| Working capital surplus (deficit) | 121,124 | (191,621 | ) | |||||
| Current portion of risk management contracts | (31,940 | ) | 248 | |||||
| Current portion of long-term debt | 5,064 | 248,489 | ||||||
| Adjusted working capital surplus(1) | 94,248 | 57,116 | ||||||
| (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. |
As of June 30, 2025, working capital increased to a surplus of $121.1 million, compared to a deficit of $191.6 million at December 31, 2024, representing an improvement of $312.7 million. This was driven by the Company’s offer to repurchase a portion of its 2028 Notes, resulting in those 2028 Notes being presented as a current liability at December 31, 2024. This offer expired on February 19, 2025, see the “Capital Resources and Liquidity – Long-Term Debt” section of this MD&A. Adjusted working capital surplus increased to $94.2 million as at June 30, 2025, from $57.1 million as at December 31, 2024. The increase was primarily due to a reduction in the warrant liability.
Share Capital
| August 6, | June 30, | December 31, | ||||||||||
| (thousands of shares, units, or warrants) | 2025 | 2025 | 2024 | |||||||||
| Common shares | 70,253 | 70,252 | 69,718 | |||||||||
| Warrants | 7,527 | 7,527 | 7,527 | |||||||||
| Performance warrants | - | - | 2,520 | |||||||||
| Deferred share units | - | - | 21 | |||||||||
| Performance share units | 515 | 524 | 875 | |||||||||
| Restricted share units | 96 | 100 | 136 | |||||||||
The Company is authorized to issue an unlimited number of Common Shares without a nominal or par value. The Company’s Board of Directors has suspended further grants under the Incentive Plan.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 14 |
Cash Flow Summary
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cash provided (used) by: | ||||||||||||||||
| Operating activities | 17,732 | 85,163 | 52,405 | 102,227 | ||||||||||||
| Financing activities | (118 | ) | (49 | ) | (2,055 | ) | (100 | ) | ||||||||
| Investing activities | (17,951 | ) | (15,892 | ) | (45,765 | ) | (53,573 | ) | ||||||||
| Exchange rate impact on cash and cash equivalents | (1,921 | ) | 521 | (2,024 | ) | 1,898 | ||||||||||
| Change in cash and cash equivalents | (2,258 | ) | 69,743 | 2,561 | 50,452 | |||||||||||
Cash Provided by Operating Activities
Cash provided by operating activities in the second quarter of 2025 was $17.7 million, compared to cash provided by operating activities of $85.2 million in the same period in 2024. For the six months ended June 30, 2025, cash provided by operating activities was $52.4 million compared to cash provided by operating activities of $102.2 million in 2024. The decrease in both periods relates to lower Adjusted EBITDA and changes to 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 under the 2028 Indenture and the credit agreement governing the Senior Credit Facility over the next twelve months.
Cash Used in Financing Activities
Cash used in financing activities for second quarter of 2025 and 2024 was $0.1 million. Cash used in financing activities for the six months ended June 30, 2025 was $2.1 million, compared to cash used in financing activities of $0.1 million in the same period of 2024. The increase related to higher lease payments during the six months ended June 30, 2025.
Cash Used in Investing Activities
Cash used in investing activities for second quarter of 2025 was $18.0 million, compared to cash flow used in investing activities of $15.9 million in the same period of 2024. The increase is attributable to changes in non-cash working capital, partially offset by lower capital expenditures for the three months ended June 30 2025.
Cash used in investing activities for the six months ended June 30, 2025, was $45.8 million, compared to $53.6 million in the same period of 2024. The decrease is attributable to lower capital expenditures during the six months ended June 30, 2025.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 15 |
Capital Expenditures(1)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Property, plant and equipment expenditures | 10,840 | 21,824 | 37,139 | 53,744 | ||||||||||||
| Acquisitions | - | 1,185 | - | 3,714 | ||||||||||||
| Capital expenditures(1) | 10,840 | 23,009 | 37,139 | 57,458 | ||||||||||||
| (1) | Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A. |
Adjusted Funds Flow(1) and Adjusted Free Cash Flow(1)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cash provided by operating activities | 17,732 | 85,163 | 52,405 | 102,227 | ||||||||||||
| Non-recurring transactions(2) | - | - | 1,853 | - | ||||||||||||
| Changes in non-cash working capital | 16,111 | (37,956 | ) | 11,029 | (27,431 | ) | ||||||||||
| Adjusted funds flow(1) | 33,843 | 47,207 | 65,287 | 74,796 | ||||||||||||
| Property, plant and equipment expenditures | (10,840 | ) | (21,824 | ) | (37,139 | ) | (53,744 | ) | ||||||||
| Acquisitions | - | (1,185 | ) | - | (3,714 | ) | ||||||||||
| Adjusted free cash flow(1) | 23,003 | 24,198 | 28,148 | 17,338 | ||||||||||||
| (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 “Related Party Transaction” section in this MD&A for further information. |
Adjusted funds flow was $33.8 million, during the three months ended June 30, 2025, compared to $47.2 million during the same period in 2024. Adjusted funds flow was $65.3 million, during the six months ended June 30, 2025, compared to $74.8 million during the same period in 2024. The decrease in adjusted funds flow for both periods was driven by lower cash provided by operating activities relative to 2024.
Adjusted free cash flow was $23.0 million, during the three months ended June 30, 2025, compared to $24.2 million during the same period in 2024. The decrease relates to lower adjusted funds flow, partially offset by a decrease in capital expenditures in the second quarter of 2025 compared to the same quarter in 2024.
Adjusted free cash flow was $28.1 million for the six months ended June 30, 2025, compared to $17.3 million for the six months ended June 30, 2024. This increase was primarily attributable to lower capital expenditures, partially offset by a decrease in adjusted funds flow.
RELATED PARTY TRANSACTION
In 2025, Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with the Change of Control Transaction including its adoption of a shareholder rights plan and related hearings before the Alberta Securities Commission, in which WEF was successful. The reimbursement was reviewed and approved by the independent members of the Company’s Board of Directors.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 16 |
RISK FACTORS
The Company’s business is subject to numerous risks and uncertainties, any of which may adversely affect the Company’s business and its financial results and results of its operations. Certain of these risks and uncertainties are described throughout this MD&A. For additional information refer to the “Risk Factors” section in our 2024 AIF, which is also filed with the SEC under cover of Form 40-F, is available online at www.sedarplus.ca, www.sec.gov and on our website at www.greenfireres.com.
SUMMARY OF QUARTERLY RESULTS
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| ($ thousands, unless otherwise noted) | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | ||||||||||||||||||||||||
| BUSINESS ENVIRONMENT(1) | 80 | |||||||||||||||||||||||||||||||
| WTI (US$/bbl) | 63.74 | 71.42 | 70.27 | 75.09 | 80.57 | 76.96 | 78.32 | 82.26 | ||||||||||||||||||||||||
| WTI (C$/bbl) | 88.22 | 102.47 | 98.32 | 102.42 | 110.25 | 103.80 | 106.66 | 110.31 | ||||||||||||||||||||||||
| WCS (C$/bbl) | 74.00 | 84.29 | 80.75 | 83.94 | 91.63 | 77.76 | 76.85 | 93.00 | ||||||||||||||||||||||||
| AECO (C$/GJ) | 1.60 | 2.05 | 1.40 | 0.65 | 1.12 | 2.36 | 2.18 | 2.46 | ||||||||||||||||||||||||
| FX (USD:CAD)(2) | 1.384 | 1.435 | 1.399 | 1.364 | 1.368 | 1.349 | 1.362 | 1.341 | ||||||||||||||||||||||||
| OPERATING RESULTS | ||||||||||||||||||||||||||||||||
| Bitumen production (bbls/d) | 15,748 | 17,495 | 19,384 | 19,125 | 18,993 | 19,667 | 17,335 | 14,670 | ||||||||||||||||||||||||
| FINANCIAL RESULTS | ||||||||||||||||||||||||||||||||
| Oil sales | 144,542 | 183,637 | 208,895 | 193,643 | 219,444 | 200,990 | 161,730 | 160,967 | ||||||||||||||||||||||||
| Oil sales ($/bbl) | 72.53 | 82.10 | 79.00 | 83.01 | 89.93 | 75.41 | 71.04 | 89.96 | ||||||||||||||||||||||||
| Operating expenses | 31,823 | 37,929 | 40,864 | 40,655 | 34,997 | 36,348 | 35,084 | 38,442 | ||||||||||||||||||||||||
| Operating expenses ($/bbl) | 22.35 | 24.21 | 21.83 | 23.90 | 20.42 | 20.10 | 22.05 | 29.12 | ||||||||||||||||||||||||
| Gross profit (loss)(3) | 55,829 | 34,392 | 26,471 | 76,772 | 58,581 | (12,068 | ) | 29,150 | 28,919 | |||||||||||||||||||||||
| Operating netback(4) | 49,905 | 49,604 | 65,183 | 57,833 | 62,872 | 44,649 | 27,353 | 50,254 | ||||||||||||||||||||||||
| Operating netback ($/bbl)(4) | 35.06 | 31.67 | 34.81 | 34.00 | 36.68 | 24.69 | 17.19 | 38.08 | ||||||||||||||||||||||||
| Adjusted EBITDA(4) | 44,273 | 41,316 | 62,472 | 53,388 | 58,423 | 39,346 | 23,434 | 46,434 | ||||||||||||||||||||||||
| Net income (loss) and comprehensive income (loss) | 48,730 | 16,163 | 78,562 | 58,916 | 30,848 | (46,915 | ) | (4,659 | ) | (138,689 | ) | |||||||||||||||||||||
| Per share - basic | 0.69 | 0.23 | 1.13 | 0.85 | 0.45 | (0.68 | ) | (0.07 | ) | (2.72 | ) | |||||||||||||||||||||
| Per share - diluted | 0.69 | 0.23 | 1.09 | 0.82 | 0.43 | (0.68 | ) | (0.07 | ) | (2.72 | ) | |||||||||||||||||||||
| Cash provided by (used in) operating activities | 17,732 | 34,673 | 60,195 | (17,875 | ) | 85,163 | 17,064 | 25,530 | 41,873 | |||||||||||||||||||||||
| Adjusted funds flow(4) | 33,843 | 31,444 | 52,950 | 44,104 | 47,207 | 27,589 | 10,517 | 36,173 | ||||||||||||||||||||||||
| Capital expenditures(3) | 10,840 | 26,299 | 13,161 | 21,175 | 23,009 | 34,449 | 19,413 | 9,587 | ||||||||||||||||||||||||
| Adjusted free cash flow(4) | 23,003 | 5,145 | 39,789 | 22,929 | 24,198 | (6,860 | ) | (8,896 | ) | 26,586 | ||||||||||||||||||||||
| FINANCIAL POSITION | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 69,980 | 72,238 | 67,419 | 37,709 | 159,977 | 90,234 | 109,525 | 65,976 | ||||||||||||||||||||||||
| Restricted cash | - | - | - | - | - | - | - | 43,779 | ||||||||||||||||||||||||
| Total assets | 1,285,472 | 1,270,152 | 1,257,471 | 1,163,759 | 1,247,106 | 1,193,953 | 1,173,483 | 1,198,889 | ||||||||||||||||||||||||
| Total non-current financial liabilities | 331,914 | 338,990 | 100,181 | 244,727 | 301,623 | 337,999 | 348,200 | 331,273 | ||||||||||||||||||||||||
| Total debt | 314,705 | 329,627 | 328,930 | 308,561 | 396,584 | 387,966 | 376,350 | 382,842 | ||||||||||||||||||||||||
| Shareholders’ equity | 886,993 | 838,126 | 821,431 | 742,384 | 681,118 | 648,156 | 695,000 | 699,657 | ||||||||||||||||||||||||
| (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 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. | 2025 Q2 Management’s Discussion and Analysis | 17 |
NON-GAAP AND OTHER FINANCIAL MEASURES
Certain financial measures in this MD&A 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 MD&A also contains supplementary financial measures and ratios. Supplementary financial measures are derived from 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, effective royalty rate, adjusted working capital surplus (deficit) and per barrel figures associated with non-GAAP financial measures.
Supplementary financial measures and ratios include: gross profit (loss), capital expenditures 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))
Net income (loss) and comprehensive income (loss) is the most directly comparable GAAP measure for adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is calculated as net income (loss) and comprehensive income (loss) before interest and financing, 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. When adjusted EBITDA is expressed on a per barrel basis it is a non-GAAP ratio. Adjusted EBITDA ($/bbl) is calculated by dividing adjusted EBITDA by the Company’s total bitumen sales volume in a specified period. Adjusted EBITDA is used to measure Greenfire’s profitability from its underlying asset base on a continuing basis. This measure is not intended to represent net income (loss) and comprehensive income (loss) in accordance with IFRS Accounting Standards. For a reconciliation of net income (loss) and comprehensive income (loss) to adjusted EBITDA, see the “Results of Operations – Net Income (loss) and comprehensive income (loss) and Adjusted EBITDA” section in this MD&A.
Operating Netback (including per barrel ($/bbl)) and Operating Netback, excluding realized gain (loss) risk management contracts (including per barrel ($/bbl))
Gross profit (loss) is the most directly comparable GAAP measure to operating netback and operating netback, excluding realized (gain) loss on risk management contracts which are non-GAAP measures. These measures are not intended to represent gross profit (loss), net earnings or other measures of financial performance calculated in accordance with IFRS Accounting Standards. Operating netback, excluding realized gain (loss) on risk management contracts is comprised of gross profit (loss), plus loss on risk management contracts, less gain on risk management contracts and less depletion expense on the Company’s operating assets. Operating netback, excluding realized gain (loss) on risk management contracts per barrel ($/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. When Operating netback is expressed on a per barrel basis it is a non-GAAP ratio. 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 supplementary measures of a company’s efficiency and ability to generate cash flow for debt repayments, capital expenditures or other uses. 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.
Adjusted Funds 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. 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” section in this MD&A.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 18 |
Adjusted Free Cash Flow
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. We compute adjusted free cash flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transaction costs, transactions considered non-recurring in nature or outside of normal business operations, property, plant and equipment expenditures and acquisitions. For a reconciliation of cash provided by operating activities to adjusted free cash flow, see the “Capital Resources and Liquidity – Adjusted Funds Flow and Adjusted Free Cash Flow” section in this MD&A.
Effective Royalty Rate
Effective royalty rate is a non-GAAP ratio. Management uses effective royalty rate to compare between pre and post-payout crown royalties by calculating a royalty rate on a consistent basis. Royalties consist of crown royalties on bitumen production paid to the Province of Alberta, based on government prescribed royalty rates. The pre-payout royalty rates are calculated using the Canadian dollar equivalent one-month trailing WTI benchmark price. Post-payout royalty rates are calculated using the estimated annual average Canadian dollar equivalent WTI benchmark price. These rates are applied to gross revenue (pre-payout) or the greater of gross or net revenue (post-payout). “Payout” is reached when net revenue is greater than costs for the cumulative project. Pre-payout, the gross revenue royalty—bitumen realization net of transportation and storage costs—starts at 1%, rising with the Canadian dollar WTI price to a maximum of 9%. Post-payout, the royalty is applied to the higher of the gross revenue royalty or the net revenue royalty (net of operating and capital costs).
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 June 30, | Six months ended June 30, | |||||||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Oil sales | 144,542 | 219,444 | 328,179 | 420,434 | ||||||||||||
| Diluent expense | (56,290 | ) | (84,545 | ) | (130,284 | ) | (176,227 | ) | ||||||||
| Oil transportation expense | (9,811 | ) | (10,400 | ) | (20,585 | ) | (21,317 | ) | ||||||||
| Oil sales after diluent and transportation expense | 78,441 | 124,499 | 177,310 | 222,890 | ||||||||||||
| Royalties | 3,932 | 9,919 | 10,756 | 16,234 | ||||||||||||
| Effective royalty rate | 5.01 | % | 7.97 | % | 6.07 | % | 7.28 | % | ||||||||
Adjusted Working Capital Surplus (Deficit)
Working capital surplus (deficit) is a GAAP measure that is the most directly comparable measure to adjusted working capital surplus (deficit). These measures are not intended to represent current assets, net earnings or other measures of financial performance calculated in accordance with IFRS Accounting Standards. Adjusted working capital surplus (deficit) is comprised of current assets less current liabilities on the Company’s balance sheet, and excludes the current portion of risk management contracts and current portion of long-term debt, the latter of which is subject to estimates in future commodity prices, production levels and expenses, among other factors. Adjusted working capital surplus (deficit) is presented because it is a less volatile measure of current assets and current liabilities, after isolating for current portion of long-term debt and current portion of risk management contracts, a surplus of adjusted working capital surplus (deficit) will result in a future net cash inflow to the business that can be used by management to evaluate the Company’s short-term liquidity and its capital resources available at a point in time. A deficiency of adjusted working capital surplus (deficit) will result in a future net cash outflow, which may result in the Company not being able to settle short-term liabilities more than current assets.
Supplementary Financial Measures & Ratios
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.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 19 |
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. When gross profit (loss) is expressed on a per barrel basis it is a supplementary financial ratio. See the “Financial Results – Gross Profit (Loss)” section in this MD&A for a reconciliation of gross profit (loss).
Capital Expenditures
Capital expenditures is a supplementary financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plant and equipment expenditures and acquisitions.
Management believes that capital expenditures provides investors, analysts and other stakeholders with a useful insight into the Company’s investments into property, plant and equipment. See the “Capital Resources and Liquidity – Capital Expenditures” section in this MD&A for a reconciliation of capital expenditures.
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. When depletion expense is expressed on a per barrel basis it is a supplementary financial ratio.
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 heading “Financial Results – Depletion and Depreciation Expenses” of this MD&A.
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 June 30, 2025:
| ($ thousands) | 1 Year | 2-3 Years | 4-5 Years | Thereafter | Total | |||||||||||||||
| Accounts payable and accrued liabilities | 52,080 | - | - | - | 52,080 | |||||||||||||||
| Lease liabilities(1) | 5,128 | 772 | 2,722 | 730 | 9,352 | |||||||||||||||
| Long-term debt(2) | 5,064 | 132,018 | 188,937 | - | 326,019 | |||||||||||||||
| Financial liabilities | 62,272 | 132,790 | 191,659 | 730 | 387,451 | |||||||||||||||
| Transportation commitments | 37,363 | 73,627 | 72,431 | 236,209 | 419,630 | |||||||||||||||
| Other commitments | 299 | 598 | 598 | 1,047 | 2,542 | |||||||||||||||
| Total future payments | 99,934 | 207,015 | 264,688 | 237,986 | 809,623 | |||||||||||||||
| (1) | Amounts represent the expected undiscounted cash payments. |
| (2) | Represents the undiscounted principal repayments of the 2028 Notes. |
Management believes its current capital resources, combined with its ability to manage cash flow and working capital levels, will enable the Company to meet its current and future obligations, make scheduled interest and principal payments, 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 potentially accessing available credit facilities. However, the Company acknowledges the potential impact of any adverse changes in economic conditions or unforeseen expenses on its ability to generate adequate cash in the short term.
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.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 20 |
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 are discussed in Note 2 of the annual financial statements.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Internal Control over Financial Reporting (“ICFR”) and Disclosure Controls and Procedures (“DC&P”)
The Company is required to comply with National Instrument 52-109 (“NI 52-109”) Certification of Disclosure in Issuers’ Annual and Interim Filings. NI 52-109 certification for the interim period ended June 30, 2025 requires that the Company disclose in its interim MD&A any material weaknesses or changes in ICFR and DC&P that occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR and DC&P. The Company confirms that no material weaknesses were identified or such changes were made to its ICFR and DC&P during the three months ended June 30, 2025.
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 at the Hangingstone Facilities; the expected timing for the restoration of full steam capacity at the Expansion Asset; Greenfire’s discussions with the AER regarding previously disclosed sulphur dioxide emissions exceedance, including the expected timing of installation and commissioning of a sulphur recovery unit and that this initiative will effectively restore compliance with sulphur dioxide emissions requirements at the Expansion Asset in a safe and efficient manner; Greenfire’s plans including development and construction around the Expansion CPF and the anticipated timing of drilling operations and anticipated production; development plans for a new SAGD pad; development plans, capital expenditures and operational strategies for the Expansion Asset and the Demo Asset; the 2025 Outlook, including the Company’s capital expenditures, and the Company’s production guidance; the Company’s ability to implement and maintain a twelve month forward commodity price risk management program encompassing not less than 50% of the hydrocarbon output under the PDP reserves forecast in the Company’s most recent reserves report; the Board of Directors’ suspension of future grants under the Incentive Plan; management’s intent to actively manage the Company’s capital structure in response to changes in economic conditions and its intention to further deleverage the Company’s balance sheet; management’s belief that the Company’s current capital resources and internally generated cash flow, as supplemented by new and existing financing sources and investment activities, and its ability to manage working capital levels will allow the Company to meet its current and future obligations, to make scheduled interest and principal payments, and to fund the other needs of the business; expectations related to the Company’s risk management program; the expectation that cash provided by operating activities will be sufficient to cover its operational commitments and financial obligations under the 2028 Indenture and the credit agreement governing the Senior Credit Facility over the next twelve months; and statements relating to the business and future activities of the Company after the date of this MD&A.
Management approved the capital expenditure and production guidance contained herein as of the date of this MD&A. The purpose of the capital expenditure and production guidance is to assist readers in understanding the Company’s expected and targeted financial position and performance, and this information may not be appropriate for other purposes.
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 21 |
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: Greenfire’s ability to compete with other companies; the anticipated future financial or operating performance of the Company; the expected results of operations; 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.
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: 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 replace significant portions of existing wells, referred to as “workovers”, or 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 Israel-Hamas-Hezbollah-Iran conflict, commodity prices and the world economy, changes in the political landscape and/or legal, tax, royalty and regulatory regimes in Canada, and elsewhere; changes or proposed 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; risks related to the Company’s indebtedness, including the risk that Greenfire’s repayment of such indebtedness will not materialize as contemplated herein; 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 securityholders 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 2024 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. | 2025 Q2 Management’s Discussion and Analysis | 22 |
ABREVIATIONS
The following provides a summary of common abbreviations used in this document:
| AECO | Alberta natural gas price reference location |
| AER | Alberta Energy Regulator |
| bbl | barrel |
| bbls/d | barrels per day |
| $ or C$ | Canadian dollars |
| ECF | Excess Cash Flow – as defined in the 2028 Indenture |
| EDC | Export Development Canada |
| G&A | General and administrative |
| IFRS | IFRS® Accounting Standards as issued by the International Accounting Standards Board |
| MD&A | Management’s Discussion and Analysis |
| NCG | Non-condensable gas |
| SAGD | Steam-Assisted Gravity Drainage |
| U.S. | United States |
| US$ | United States dollars |
| WCS | Western Canadian Select |
| 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. | 2025 Q2 Management’s Discussion and Analysis | 23 |
| CORPORATE INFORMATION | |||
| Directors | Solicitors | ||
| Adam Waterous(1)(4) | Blake, Cassels & Graydon LLP | ||
| Brian Heald(2) | 3500, 855 – 2nd Street S.W. | ||
| Tom Ebbern(3) | Bankers Hall East Tower | ||
| Andrew Kim | Calgary Alberta, Canada | ||
| David Roosth | T2P 4J8 | ||
| Henry Hager | |||
| David Knight-Legg | Scale LLP | ||
| 86147, 750 – North Saint Paul Street Ste 250 | |||
| (1) | Executive Chair of the Board of Directors | Dallas, Texas, United States | |
| 75201 | |||
| (2) | Chair of the Audit Committee | ||
| Bankers | |||
| (3) | Chair of the Reserves Committee and Lead Director | ||
| Bank of Montreal | |||
| (4) | Chair of the Compensation and Governance Committee | 595 – 8th Avenue SW | |
| Calgary, Alberta, Canada | |||
| Officers | T2P 1G1 | ||
| Colin Germaniuk, P.Eng | Auditor | ||
| President | |||
| Deloitte LLP | |||
| Tony Kraljic, CA | 700, 850 – 2nd Street S.W. | ||
| Chief Financial Officer | Calgary, Alberta, Canada | ||
| T2P 0R8 | |||
| Jonathan Kanderka, P.Eng | |||
| Chief Operating Officer | Reserve Engineers | ||
| Charles R. Kraus | McDaniel & Associates Consultants Ltd. | ||
| Corporate Secretary | 2200, 255 – 5th Avenue S.W. | ||
| Calgary, Alberta, Canada | |||
| Head Office | T2P 3G6 | ||
| 1900, 205 – 5th Avenue SW, | |||
| Calgary, Alberta, Canada | |||
| T2P 2V7 | |||
| www.greenfireres.com | |||
| NYSE: GFR | |||
| TSX: GFR | |||
| Greenfire Resources Ltd. | 2025 Q2 Management’s Discussion and Analysis | 24 |
Exhibit 99.3
Greenfire Resources Reports
Second Quarter 2025 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.
The Company holds a 75% working interest in the Hangingstone Expansion Facility (the “Expansion Asset”) and a 100% working interest in the Hangingstone Demonstration Facility (the “Demo Asset” and, together with the Expansion Asset, the “Hangingstone Facilities”). 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, which is the Company’s gross working interest basis before deduction of royalties.
CALGARY, ALBERTA – August 6, 2025 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”), today reported its operating and financial results thereto for the quarter ended June 30, 2025 (“Q2 2025”). The unaudited condensed interim consolidated financial statements and notes for the three and six months ended June 30, 2025 and 2024, as well as the 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.
Q2 2025 Highlights
| ● | Bitumen production of 15,748 bbls/d |
| ● | Cash provided by operating activities of $17.7 million and Adjusted funds flow(1) of $33.8 million |
| ● | Capital expenditures(2) of $10.8 million |
| ● | Adjusted free cash flow(1) of $23.0 million |
Financial & Operating Highlights
| Three Months Ended | ||||||||||||
| ($ thousands, unless otherwise indicated) | June
30, | June 30, 2024 | March 31, 2025 | |||||||||
| WTI (US$/bbl) | 63.74 | 80.57 | 71.42 | |||||||||
| WCS differential to WTI (US$/bbl) | (10.27 | ) | (13.61 | ) | (12.67 | ) | ||||||
| WCS Hardisty (US$/bbl) | 53.47 | 66.96 | 58.75 | |||||||||
| Average FX Rate (C$/US$) | 1.3840 | 1.3684 | 1.4348 | |||||||||
| Bitumen production (bbls/d) | 15,748 | 18,993 | 17,495 | |||||||||
| Oil sales | 144,542 | 219,444 | 183,637 | |||||||||
| Royalties | (3,932 | ) | (9,919 | ) | (6,824 | ) | ||||||
| Realized gains (losses) on risk management contracts | 9,823 | (13,798 | ) | (1,101 | ) | |||||||
| Diluent expense | (56,290 | ) | (84,545 | ) | (73,994 | ) | ||||||
| Transportation and marketing | (12,415 | ) | (13,313 | ) | (14,185 | ) | ||||||
| Operating expenses | (31,823 | ) | (34,997 | ) | (37,929 | ) | ||||||
| Operating netback(1) | 49,905 | 62,872 | 49,604 | |||||||||
| Operating netback(1) ($/bbl) | 35.06 | 36.68 | 31.67 | |||||||||
| Net income and comprehensive income | 48,730 | 30,848 | 16,163 | |||||||||
| Cash provided by operating activities | 17,732 | 85,163 | 34,673 | |||||||||
| Adjusted funds flow(1) | 33,843 | 47,207 | 31,444 | |||||||||
| Capital expenditures(2) | (10,840 | ) | (23,009 | ) | (26,299 | ) | ||||||
| Adjusted free cash flow(1) | 23,003 | 24,198 | 5,145 | |||||||||
| Cash and cash equivalents | 69,980 | 159,977 | 72,238 | |||||||||
| Available credit facilities(3) | 50,000 | 50,000 | 50,000 | |||||||||
| Net debt(1) | (216,001 | ) | (283,025 | ) | (253,111 | ) | ||||||
| Common shares (’000 of shares) | 70,252 | 69,276 | 69,922 | |||||||||
| (1) | Non-GAAP measures without a standardized meaning under IFRS. Refer to the “Non-GAAP and Other Financial Measures” section in this press release. |
| (2) | Supplementary financial measure. Refer to the “Non-GAAP and Other Financial Measures” section of this press release. |
| (3) | The Company had $50.0 million available under the Senior Credit Facility, with no amounts drawn as at June 30, 2025, June 30, 2024, or March 31, 2025. |
Q2 2025 Review
Greenfire’s average production for Q2 2025 was 15,748 bbls/d, representing a 10% decrease from Q1 2025 and below 18,993 bbls/d reported in Q2 2024.
| ● | Expansion Asset: Production in Q2 2025 was 10,105 bbls/d, reflecting a 20% decrease from the previous quarter. This reduction was primarily attributed to downtime associated with the previously disclosed failure of one of the four steam generators at the Expansion Asset. |
| ● | Demo Asset: Production in Q2 2025 was 5,643 bbls/d, representing a 16% increase from the previous quarter. This growth was driven by the optimization of base well performance. |
Hangingstone Facilities: Bitumen Production Results
| (bbls/d) | Q2 2025 | Q2 2024 | Q1 2025 | |||||||||
| Expansion Asset | 10,105 | 15,824 | 12,613 | |||||||||
| Demo Asset | 5,643 | 3,169 | 4,882 | |||||||||
| Consolidated | 15,748 | 18,993 | 17,495 | |||||||||
Capital expenditures for Q2 2025 totaled $10.8 million, compared to $23.0 million in the same period of the prior year. Adjusted free cash flow was $23.0 million for Q2 2025, compared to $24.2 million in Q2 2024.
Operational Update
Production and Steam Generation Updates
Greenfire’s July 2025 corporate production was approximately 16,000 bbls/d. The Company’s production continues to be affected by the previously disclosed failure of one of the four steam generators at the Expansion Asset, resulting in an estimated production impact of 1,500 to 2,250 bbls/d. Full steam capacity is expected to be restored by year-end 2025.
Regulatory Engagement and Installation of Sulphur Removal Facilities
Greenfire continues to engage with the Alberta Energy Regulator (the “AER”) regarding previously disclosed sulphur dioxide emissions that exceed regulatory limits at the Expansion Asset. To support a timely return to compliance, Greenfire has ordered sulphur removal facilities, which are scheduled for installation and commissioning in Q4 2025. Management expects these facilities will restore emissions compliance at a total estimated cost of $11.3 million (previously $15.0 million).
Progress Update on Future Development Plans
During the second quarter of 2025, Greenfire refined its proposed development plan and operational strategies at the Hangingstone Facilities. The proposed development plan includes a new SAGD well pad (“Pad 7”), consisting of 13 well-pairs, located northeast of the Expansion Asset’s Central Processing Facility (the “Expansion CPF”) and directly adjacent to existing production (see Exhibit 1). Greenfire has secured a drilling rig, with drilling operations expected to begin in Q4 2025 and first oil production anticipated in Q4 2026.
2
Exhibit 1: Expansion Asset – Pad 7 Development Plan
- Pad 7 surface facility (orange), drainage boxes and horizonal well locations (purple)
Greenfire continues to evaluate further development opportunities at the Hangingstone Facilities, including drilling additional well pairs southeast of the Expansion CPF and optimization opportunities at the Demo Asset to sustain current production rates.
2025 Outlook
Greenfire’s board of directors has approved a 2025 capital budget of $130 million, with an anticipated 2025 annual production range of 15,000 to 16,000 bbls/d. The budget is evenly allocated between sustaining and growth initiatives. Sustaining initiatives include the restoration of the steam generator and the installation of sulphur removal facilities at the Expansion Asset. Growth initiatives are focused on the development of Pad 7, with drilling operations scheduled to commence in the fourth quarter of 2025.
Hedges
Greenfire has WTI hedges in place for 9,450 bbls/d at approximately $100.90 per barrel through 2025. For the WCS Hardisty differential, the Company has secured hedges for 12,600 bbl/d for Q3 2025 at US$10.90/bbl and 12,600 bbl/d for Q4 2025 at US$13.50/bbl. The Company will continue to assess market conditions to identify potential additional hedging opportunities.
Conference Call Details
Greenfire plans to host a conference call on Thursday, August 7, 2025 at 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time), during which members of the Company’s executive team will discuss its Q2 2025 results as well as host a question-and-answer session with research analysts.
| ● | Date: Thursday, August 7, 2025 |
| ● | Time: 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time) |
| ● | Webcast Link: https://www.gowebcasting.com/14109 |
| ● | Dial In: 1-833-752-3499 or 1-647-846-7280 |
| o | Participant instructions: Please ask the operator to join the Greenfire Resources Ltd. call. |
3
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 New York Stock Exchange and Toronto 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, adjusted funds flow, adjusted free cash flow, net debt and per barrel figures associated with such non-GAAP financial measures. Supplementary financial measures and ratios include gross profit, capital expenditures, and depletion.
Non-GAAP Financial Measures
Operating Netback (including per barrel ($/bbl)) Gross profit (loss) is the most directly comparable GAAP measure to operating netback which is a non-GAAP measure. Operating netback is further adjusted for realized gain (loss) on risk management contracts, as appropriate. Operating netback per barrel ($/bbl) is calculated by dividing operating netback by the Company’s total bitumen sales volume in a specified period. When Operating netback is expressed on a per barrel basis, it is a non-GAAP ratio. Operating netback is a financial measure widely used in the oil and gas industry as a supplementary measure of a company’s efficiency and ability to generate cash flow for debt repayments, capital expenditures, or other uses.
The following table is a reconciliation of gross profit (loss) to operating netback:
| Three Months Ended | ||||||||||||
| June 30, | June 30, | March 31, | ||||||||||
| ($ thousands, unless otherwise noted) | 2025 | 2024 | 2025 | |||||||||
| Gross profit (loss)(1) | 55,829 | 58,581 | 34,392 | |||||||||
| Depletion(1) | 19,915 | 17,130 | 21,561 | |||||||||
| Gain (loss) on risk management contracts | (35,662 | ) | 959 | (5,248 | ) | |||||||
| Operating netback, excluding realized gain (loss) on risk management contracts | 40,082 | 76,670 | 50,705 | |||||||||
| Realized gain (loss) on risk management contracts | (9,823 | ) | (13,798 | ) | (1,101 | ) | ||||||
| Operating netback | 49,905 | 62,872 | 49,604 | |||||||||
| Operating netback ($/bbl) | 35.06 | 36.68 | 31.67 | |||||||||
| (1) | Supplementary financial measure. |
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.
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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.
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. We compute adjusted free cash flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transaction costs, transactions considered non-recurring in nature or outside of normal business operations, property, plant and equipment expenditures and acquisition costs.
The following table is a reconciliation of cash provided by operating activities to adjusted funds flow and adjusted free cashflow:
| Three Months Ended | ||||||||||||
| June 30, | June 30, | March 31, | ||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | |||||||||
| Cash provided by operating activities | 17,732 | 85,163 | 34,673 | |||||||||
| Non-recurring transactions(1) | - | - | 1,853 | |||||||||
| Changes in non-cash working capital | 16,111 | (37,956 | ) | (5,082 | ) | |||||||
| Adjusted funds flow | 33,843 | 47,207 | 31,444 | |||||||||
| Property, plant and equipment expenditures | (10,840 | ) | (21,824 | ) | (26,299 | ) | ||||||
| Acquisitions | - | (1,185 | ) | - | ||||||||
| Adjusted free cash flow | 23,003 | 24,198 | 5,145 | |||||||||
| (1) | Non-recurring transactions relate to a terminated shareholder rights plan and the evaluation of strategic alternatives. |
Net Debt
The table below reconciles long-term debt to net debt.
| As at | June 30, | June 30, | March 31, | |||||||||
| ($ thousands) | 2025 | 2024 | 2025 | |||||||||
| Long-term debt | (309,641 | ) | (275,452 | ) | (317,432 | ) | ||||||
| Current assets | 187,689 | 204,785 | 153,150 | |||||||||
| Current liabilities | (66,565 | ) | (264,365 | ) | (93,036 | ) | ||||||
| Current portion of risk management contracts | (31,940 | ) | 26,315 | (6,101 | ) | |||||||
| Current portion of warrant liability | 4,456 | 25,692 | 10,308 | |||||||||
| Net debt | (216,001 | ) | (283,025 | ) | (253,111 | ) | ||||||
Net debt is a non-GAAP measure. Long-term debt is a GAAP measure that is the most directly comparable financial statement measure to net debt. Net debt is comprised of long-term debt, adjusted for current assets and current liabilities on the Company’s balance sheet, and excludes the current portions of risk management contracts and warranty liability. Management uses net debt to monitor the Company’s current financial position and to evaluate existing sources of liquidity. Net debt is used to estimate future liquidity and whether additional sources of capital are required to fund planned operations.
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.
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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 | ||||||||||||
| June 30, | June 30, | March 31, | ||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | |||||||||
| Oil sales, net of royalties | 140,610 | 209,525 | 176,813 | |||||||||
| Gain (loss) on risk management contracts | 35,662 | (959 | ) | 5,248 | ||||||||
| 176,272 | 208,566 | 182,061 | ||||||||||
| Diluent expense | (56,290 | ) | (84,545 | ) | (73,994 | ) | ||||||
| Transportation and marketing | (12,415 | ) | (13,313 | ) | (14,185 | ) | ||||||
| Operating expenses | (31,823 | ) | (34,997 | ) | (37,929 | ) | ||||||
| Depletion | (19,915 | ) | (17,130 | ) | (21,561 | ) | ||||||
| Gross profit (loss) | 55,829 | 58,581 | 34,392 | |||||||||
Capital Expenditures
Capital expenditures is a supplementary financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plant and equipment expenditures and acquisitions.
Management believes that capital expenditures provides investors, analysts and other stakeholders with a useful insight into the Company’s investments into property, plant and equipment.
| Three Months Ended | ||||||||||||
| June 30, | June 30, | March 31, | ||||||||||
| ($ thousands) | 2025 | 2024 | 2025 | |||||||||
| Property, plant and equipment expenditures | 10,840 | 28,124 | 26,299 | |||||||||
| Acquisitions | - | 1,185 | - | |||||||||
| Capital expenditures | 10,840 | 23,009 | 26,299 | |||||||||
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 Greenfire’s current internal expectations, estimates, projections, assumptions, and beliefs. 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. The Company believes 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 included in this press release should not be unduly relied upon.
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The use of any of the words “expect”, “target”, “anticipate”, “intend”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “believe”, “depends”, “could” and similar expressions are 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 expected timing for the restoration of full steam capacity at the Expansion Asset; Greenfire’s discussions with the AER regarding previously disclosed sulphur dioxide emissions exceedance, including the expected timing of installation and commissioning of a sulphur recovery unit and that this initiative will effectively restore compliance with sulphur dioxide emissions requirements at the Expansion Asset; Greenfire’s plans including development and construction around the Expansion CPF and the anticipated timing and costs thereof; the 2025 Outlook, including the Company’s capital budget and the anticipated allocation thereof, and the Company’s production guidance; development plans for a new SAGD pad; development plans, capital expenditures and operational strategies for the Expansion Asset and the Demo Asset; that the Company will continue to assess market conditions to identify potential additional hedging opportunities; and statements relating to the business and future activities of the Company after the date of this press release.
Management approved the capital budget and production guidance contained herein as of the date of this press release. The purpose of the capital budget and production guidance is to assist readers in understanding the Company’s expected and targeted financial position and performance, and this information may not be appropriate for other purposes.
Forward-looking information in this press release relating to oil and gas exploration, development and production, and management’s general expectations relating to the oil and gas industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of the industry which management believes to be reasonable. Although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. Management is not aware of any misstatements regarding any industry data presented in press release.
All forward-looking information reflects Greenfire’s beliefs and assumptions based on information available at the time the applicable forward-looking information is disclosed and in light of the Company’s current expectations with respect to such matters as: the success of Greenfire’s operations and growth and expansion projects; expectations regarding production growth, future well production rates and reserves volumes; expectations regarding Greenfire’s capital program; 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; expectations regarding differentials and realized prices; future well production rates and reserves volumes; fluctuations in energy prices based on worldwide demand and geopolitical events; the impact of inflation; the integrity and reliability of Greenfire’s assets; decommissioning obligations; Greenfire’s ability to comply with its financial covenants; Greenfire’s ability to comply with applicable regulations, including those related to various emissions; Greenfire’s ability to obtain all applicable regulatory approvals in connection with the operation of its business; and the governmental, regulatory and legal environment. Management believes that its assumptions and expectations reflected in the forward-looking information contained herein are reasonable based on the information available on the date such information is provided and the process used to prepare the information. However, Greenfire cannot assure readers that these expectations will prove to be correct.
7
The forward-looking information included in this press release 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, including, without limitation: changes in oil and gas prices and differentials; changes in the demand for or supply of Greenfire’s products; the continued impact, or further deterioration, in global economic and market conditions, including from inflation and/or certain geopolitical conflicts, such as the ongoing war in Eastern Europe and the conflict in the Middle East, and other heightened geopolitical risks, including imposition of tariffs or other trade barriers, and the ability of the Company to carry on operations as contemplated in light of the foregoing; determinations by OPEC and other countries as to production levels; unanticipated operating results or production declines; changes in tax or environmental laws, climate change regulations, royalty rates or other regulatory matters; changes in Greenfire’s operating and development plans; reliability of Company owned and third party facilities, infrastructure and pipelines required for Greenfire’s operations and production; competition for, among other things, capital, acquisitions of reserves and resources, undeveloped lands, access to services, third party processing capacity and skilled personnel; inability to retain drilling rigs and other services; severe weather conditions, including wildfires, impacting Greenfire’s operations and third party infrastructure; availability of diluent, natural gas and power to operate Greenfire’s facilities; failure to realize the anticipated benefits of the Company’s acquisitions; incorrect assessment of the value of acquisitions; delays resulting from or inability to obtain required regulatory approvals; increased debt levels or debt service requirements; inflation; changes in foreign exchange rates; inaccurate estimation of Greenfire’s bitumen reserves volumes; limited, unfavourable or a lack of access to capital markets or other sources of capital; increased costs; failure to comply with applicable regulations, including relating to the Company’s air emissions, and potentially significant penalties and orders associated therewith and associated significant effect on the Company’s business, operations, production, reserves estimates and financial condition; a lack of adequate insurance coverage; and other factors discussed under the “Risk Factors” section in Greenfire’s Management’s Discussion & Analysis for the interim period ended June 30, 2025 and Annual Information Form dated March 17, 2025, and from time to time in Greenfire’s public disclosure documents, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca, and in the Company’s annual report on Form 40-F filed with the SEC, which is available on the Company’s EDGAR profile at www.sec.gov.
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 Greenfire does not assume 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.
Contact Information
Greenfire Resources Ltd.
205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com
8
Exhibit 99.4
 | PRESS RELEASE |
Greenfire Resources Announces Management Changes
CALGARY, ALBERTA – August 7, 2025 – Greenfire Resources Ltd. (NYSE and TSX: GFR) (“Greenfire” or the “Company”) today announced the appointment of Travis Belak as Vice President, Finance. Mr. Belak brings approximately 15 years of experience in upstream oil and gas financial reporting, corporate planning, tax, and treasury. He was most recently Corporate Controller at HWN Energy. In his new role, Mr. Belak will be Greenfire’s most senior financial professional, reporting directly to Colin Germaniuk, President. He succeeds Tony Kraljic, who departed from his role as Chief Financial Officer. The Company thanks Mr. Kraljic for his contribution to Greenfire.
In addition, the Company is also pleased to announce that Mark Andreas has been appointed Vice President, Development, Gord Trainor has been appointed Vice President, Geosciences and Jeremie Batias has been appointed Vice President, Reservoir Engineering. All three individuals bring demonstrated track records of technical capability and leadership to their new roles.
Mr. Andreas has over 15 years of experience in oil and gas, including 12 years spent in SAGD at MEG Energy. He received his Bachelor of Science in Engineering at the University of Saskatchewan and is a registered professional engineer with the Association of Professional Engineers and Geoscientists of Alberta.
Mr. Trainor has over 25 years of experience in the oil and gas industry, with the most recent 15 years spent in SAGD, including as the Chief Operating Officer at Conacher Oil and Gas from 2019-2024. He received his Bachelor of Science from Brock University and is a registered professional geologist with the Association of Professional Engineers and Geoscientists of Alberta.
Mr. Batias has over 20 years of experience in oil and gas, including 12 years spent in SAGD, primarily at Total Energies and ConocoPhillips. He received his Masters in Engineering and Fluid Mechanics at Grenoble INP - UGA and is a registered professional engineer with the Association of Professional Engineers and Geoscientists of Alberta.
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. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol “GFR”. For more information, visit greenfireres.com.
Contact Information
Greenfire Resources Ltd.
205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com