Greenfire Resources Ltd 6-K, filed Mar 18, 2025
Greenfire Resources Ltd. (GFR)
About this 6-K
Greenfire Resources Ltd filed this 6-K on March 18, 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 March 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 ☒
GREENFIRE RESOURCES LTD.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | ||
| 99.1 | Notice of Meeting and Record Date | |
| 99.2 | News release dated March 17, 2025 | |
| 99.3 | First Amending Supplemental Indenture |
1
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/ Tony Kraljic | |
| Name: | Tony Kraljic | |
| Title: | Chief Financial Officer | |
Date: March 18, 2025
2
Exhibit 99.1
March 10, 2025
Filed via SEDAR+
To All Applicable Exchanges and Securities Administrators
| Subject: | Greenfire Resources Ltd. (the “Issuer”) |
| Notice of Meeting and Record Date |
Dear Sir/Madam:
We are pleased to confirm the following information with respect to the Issuer’s upcoming meeting of securityholders:
| Meeting Type: | Annual Meeting | |
| Meeting Date: | May 6, 2025 | |
| Record Date for Notice of Meeting: | April 4, 2025 | |
| Record Date for Voting (if applicable): | April 4, 2025 | |
| Beneficial Ownership Determination Date: | April 4, 2025 | |
| Class of Securities Entitled to Receive Notice of the Meeting: | Common Shares | |
| ISIN: | CA39525U1075 | |
| Issuer sending proxy materials directly to NOBOs: | No | |
| Issuer paying for delivery to OBOs: | Yes | |
| Notice and Access for Beneficial Holders: | No | |
| Notice and Access for Registered Holders: | No |
In accordance with applicable securities regulations we are filing this information with you in our capacity as agent of the Issuer.
Yours truly,
ODYSSEY TRUST COMPANY
AS AGENT FOR Greenfire Resources Ltd.
Exhibit 99.2
 |
PRESS RELESE |
Greenfire Resources Reports Year End 2024 Reserves, Fourth Quarter and Full Year 2024 Results, and Provides an Operational Update
Readers are advised to review the “Presentation of Reserves and Other Oil and Gas Information” and “Non-GAAP and Other Financial Measures” at the conclusion of this news release for information regarding the presentation of the reserves information, as well as certain oil and gas metrics, and certain financial measures that do not have standardized meaning under generally accepted accounting principles, contained in this news release. All amounts in this news 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 – March 17, 2025 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”), today reported its year end 2024 reserves and fourth quarter and full year 2024 financial and operational results.
YE 2024 Reserves Highlights
| ● | Proved (“1P”) and Proved Plus Probable (“2P”) reserves(3) of 234.7 MMbbl, and 408.6 MMbbl, reflecting growth of 28%, and 72%, respectively, compared to December 31, 2023 |
| ● | 58-year 2P Reserve Life Index(3) |
| ● | 1P and 2P before-tax PV-10 growth of 21% and 25%, respectively, compared to December 31, 2023. Net of debt and cash, this corresponds to an increase of 24% and 28% per share(1) |
FY 2024 Highlights
| ● | Bitumen production of 19,292 bbls/d(3) |
| ● | Cash provided by operating activities of $144.5 million and Adjusted funds flow(1) of $171.9 million |
| ● | Capital expenditures(2) of $91.8 million |
| ● | Adjusted free cash flow(1) of $80.1 million |
Q4 2024 Highlights
| ● | Bitumen production of 19,384 bbls/d(3) |
| ● | Cash provided by operating activities of $60.2 million and Adjusted funds flow(1) of $53.0 million |
| ● | Capital expenditures(2) of $13.2 million |
| ● | Adjusted free cash flow(1) of $39.8 million |
| (1) | Non-GAAP measures without a standardized meaning under IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Refer to the “Non-GAAP and Other Financial Measures” section in this press release. |
| (2) | See “Supplementary Financial Measures” section of this press release. |
| (3) | See “Presentation of Reserves and Other Oil and Gas Information” section of this press release. |
Financial & Operating Highlights
| Three Months Ended | Year Ended | |||||||||||||||||||
| ($ thousands, unless otherwise indicated) | December 31, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2024 | December 31, 2023 | |||||||||||||||
| WTI (US$ / bbl) | 70.27 | 78.32 | 75.09 | 75.72 | 77.62 | |||||||||||||||
| WCS Hardisty differential to WTI (US$ / bbl) | (12.56 | ) | (21.89 | ) | (13.55 | ) | (14.76 | ) | (18.71 | ) | ||||||||||
| WCS Hardisty (C$ / bbl) | 80.75 | 76.85 | 83.92 | 83.52 | 79.50 | |||||||||||||||
| AECO 5A (C$ / GJ) | 1.40 | 2.18 | 0.65 | 1.38 | 2.50 | |||||||||||||||
| Average FX Rate (C$ / US$) | 1.3992 | 1.3618 | 1.3636 | 1.3700 | 1.3495 | |||||||||||||||
| Bitumen production (bbls/d) | 19,384 | 17,335 | 19,125 | 19,292 | 17,639 | |||||||||||||||
| Bitumen sales (bbls/d) | 20,351 | 17,314 | 18,489 | 19,387 | 17,692 | |||||||||||||||
| Oil sales | 208,895 | 161,730 | 193,643 | 822,972 | 675,970 | |||||||||||||||
| Diluent expense | (83,030 | ) | (76,768 | ) | (67,889 | ) | (327,146 | ) | (304,740 | ) | ||||||||||
| Transportation and marketing | (13,751 | ) | (13,277 | ) | (12,481 | ) | (52,744 | ) | (55,673 | ) | ||||||||||
| Royalties | (7,091 | ) | (6,024 | ) | (8,698 | ) | (32,023 | ) | (23,706 | ) | ||||||||||
| Operating expenses -- energy | (7,800 | ) | (12,223 | ) | (5,860 | ) | (33,104 | ) | (56,624 | ) | ||||||||||
| Operating expenses -- non-energy | (33,064 | ) | (22,861 | ) | (34,795 | ) | (119,760 | ) | (92,341 | ) | ||||||||||
| Oil sales ($/bbl) | 79.00 | 71.04 | 83.01 | 81.63 | 73.91 | |||||||||||||||
| Diluent expense ($/bbl) | (11.77 | ) | (17.65 | ) | (9.08 | ) | (11.75 | ) | (16.39 | ) | ||||||||||
| Transportation and marketing ($/bbl) | (7.34 | ) | (8.34 | ) | (7.34 | ) | (7.43 | ) | (8.62 | ) | ||||||||||
| Royalties ($/bbl) | (3.79 | ) | (3.79 | ) | (5.11 | ) | (4.51 | ) | (3.67 | ) | ||||||||||
| Operating expenses -- energy ($/bbl) | (4.17 | ) | (7.68 | ) | (3.45 | ) | (4.67 | ) | (8.77 | ) | ||||||||||
| Operating expenses -- non-energy ($/bbl) | (17.66 | ) | (14.37 | ) | (20.45 | ) | (16.87 | ) | (14.31 | ) | ||||||||||
| Gross profit(2) | 26,471 | 29,150 | 76,772 | 149,756 | 91,366 | |||||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts(1) | 64,159 | 30,576 | 63,920 | 258,195 | 142,885 | |||||||||||||||
| Operating netback(1) | 65.183 | 27,351 | 57,833 | 230,537 | 132,703 | |||||||||||||||
| Gross profit ($/bbl)(2) | 14.14 | 18.30 | 45.13 | 21.10 | 14.13 | |||||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts(1) ($/bbl) | 34.26 | 19.21 | 37.58 | 36.40 | 22.14 | |||||||||||||||
| Operating netback(1) ($/bbl) | 34.81 | 17.19 | 34.00 | 32.49 | 20.56 | |||||||||||||||
| Net income (loss) and comprehensive income (loss) | 78,562 | (4,659 | ) | 58,916 | 121,411 | (135,671 | ) | |||||||||||||
| Per share – basic | 1.13 | (0.07 | ) | 0.85 | 1.76 | (2.49 | ) | |||||||||||||
| Per share – diluted | 1.09 | (0.07 | ) | 0.82 | 1.70 | (2.49 | ) | |||||||||||||
| Cash provided by (used in) by operating activities | 60,195 | 25,530 | (17,875 | ) | 144,547 | 86,548 | ||||||||||||||
| Adjusted funds flow(1) | 52,950 | 10,517 | 44,104 | 171,850 | 73,206 | |||||||||||||||
| Capital expenditures(2) | (13,161 | ) | (19,413 | ) | (21,175 | ) | (91,794 | ) | (33,428 | ) | ||||||||||
| Adjusted free cash flow(1) | 39,789 | (8,896 | ) | 22,929 | 80,056 | 39,778 | ||||||||||||||
| Net debt(1) | 253,510 | 279,451 | 260,755 | 253,510 | 279,451 | |||||||||||||||
| Weighted average common shares outstanding – basic (‘000) | 69,515 | 68,643 | 69,334 | 69,175 | 68,643 | |||||||||||||||
| Weighted average common shares outstanding – diluted (‘000) | 72,328 | 68,643 | 72,238 | 71,615 | 54,425 | |||||||||||||||
| (1) | A non-GAAP financial measure or ratio which does not have a standardized meaning under the “Accounting Standards”, see “Non-GAAP Measures” section of this press release. |
| (2) | A supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this press release. |
2
Liquidity and Balance Sheet
| December 31, | December 31, | |||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Cash and cash equivalents | 67,419 | 109,525 | ||||||
| Available credit facilities(1) | 50,000 | 50,000 | ||||||
| Face value of long-term debt(2) | 343,852 | 396,780 | ||||||
| (1) | As at December 31, 2024 the Company had $50.0 million (December 31, 2023 - $50.0 million) of available credit under the Senior Credit Facility, of which $nil was drawn as of December 31, 2024 (December 31, 2023 – $nil). |
| (2) | As at December 31, 2024, the 2028 Notes (as defined below) had a face value of US$239.0 million (December 31, 2023 – US$300.0 million) and were converted into Canadian dollars as at period end exchange rates (see “Capital Resources and Liquidity - Long Term Debt”). |
Q4 2024 Review
Hangingstone Facilities: Bitumen Production Results:
| (bbls/d) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Full Year 2024 |
|||||||||||||||
| Expansion Asset | 17,361 | 15,824 | 16,126 | 16,047 | 16,338 | |||||||||||||||
| Demo Asset | 2,306 | 3,169 | 2,999 | 3,337 | 2,954 | |||||||||||||||
| Consolidated | 19,667 | 18,993 | 19,125 | 19,384 | 19,292 | |||||||||||||||
Greenfire’s production in the fourth quarter of 2024 averaged 19,384 bbls/d, reflecting a 1% increase compared to the prior quarter, while the full-year 2024 production averaged 19,292 bbls/d. Capital expenditures for the fourth quarter totaled $13.2 million, with full-year 2024 capital expenditures amounting to $91.8 million. Adjusted free cash flow for the fourth quarter was $39.8 million, bolstered by more favorable WCS differentials, as well as lower operating and capital spending, with the full-year 2024 at $80.1 million.
Expansion Asset: Production in the fourth quarter of 2024 remained relatively stable compared to the third quarter, which was lower than anticipated due to reduced steam generation performance in December 2024.
Demo Asset: Production in the fourth quarter of 2024 increased compared to the third quarter and averaged 4,300 bbls/d in November and December 2024, which is driven by the activation of three additional redevelopment wells and the startup of the second disposal well following the completion of scheduled annual maintenance in October 2024.
2025 Operational Update
Production Overview
The Company’s production for 2025 to date is approximately 18,000 bbls/d, reflecting a 7% decrease compared to the previous quarter. This reduction is attributed to the Expansion Asset, where ongoing steam generation equipment repairs, unexpected facility downtime and natural production declines have impacted production output. At present, one of the four steam generation units is offline with an associated impact on production at the Expansion Asset of 1,500 to 2,250 bbls/d. The Company is implementing mitigation strategies to limit production impacts, including developing a comprehensive plan to restore full steam generation capacity and will provide updates in due course.
Comprehensive Review of Future Development Plans
The Company is currently conducting a comprehensive evaluation of its development plans, capital expenditures, and operational strategies for both the Expansion Asset and the Demo Asset. To address declines at the Expansion Asset, the Company anticipates that future development initiatives will involve drilling new well pairs on undeveloped reservoir, subject to approval from Greenfire’s Board of Directors (the “Board”). At the Demo Asset, future development plans will prioritize optimizing base production.
3
Emissions Reporting and Regulatory Engagement
Following the changes in Greenfire’s board of directors as a result of the WEF Acquisition, it was brought to the Company’s attention that Greenfire’s sulphur dioxide emissions may have been underreported. Prior management have been terminated. Greenfire takes its regulatory obligations very seriously and immediately reported the potential exceedance to the Alberta Energy Regulator (“AER”). Greenfire is currently in discussions with the AER and is exploring remedies, including potentially adding sulphur recovery units to the Expansion Asset. The extent of any potential exceedance and any remedies, penalties or orders imposed by the AER are unknown at this time.
2025 Corporate Updates
| ● | Following the appointment of the new leadership team for the Company on February 11, 2025 and as noted above, Greenfire is undertaking a thorough review of its development plans, cost structures, and operational strategy. Upon completion, the Company intends to provide details of its new development plans. |
| ● | In March of 2025, the Company completed an amendment to the 2028 Note Indenture, which had received requisite approval of the holders of the 2028 Notes, to increase the permitted capital expenditures in any twelve-month period from $100 million to US$150 million. |
| ● | Following the change of control in relation to the recent acquisition of approximately 56.5% of the Company’s common shares by certain limited partnerships comprising Waterous Energy Fund, the Board determined to accelerate the expiry dates of the outstanding performance warrants to April 30, 2025, all in accordance with the terms of the warrant plan agreement. There are 2,178,021 performance warrants currently outstanding with exercise prices ranging from $2.14 to $11.09 per common share. |
| ● | Greenfire executed an updated WTI hedging program in the first quarter of 2025 to enhance price certainty for a portion of the Company’s production. The Company replaced its existing WTI costless collar contracts, which had a price range average of approximately US$57/bbl to US$83/bbl, with fixed-price swaps covering 9,400 bbls/d of WTI at an average price of approximately C$101/bbl for the full year 2025. |
Conference Call Details
Greenfire plans to host a conference call on Tuesday, March 18, 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 Q4 2024 results as well as host a question-and-answer session with investors.
| ● | Date: Tuesday, March 18, 2025 |
| ● | Time: 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time) |
| ● | Webcast Link: https://www.gowebcasting.com/13984 |
| ● | Dial In: 1-833-752-3499 or 1-647-846-7280 |
| o | North America: 1-833-752-3499 |
| o | International: +1-647-846-7280 |
2024 Reserves Information
The tables below summarize Greenfire’s 2024 year-end reserves, which were prepared by McDaniel & Associates Consultants Ltd. (“McDaniel”). A complete filing of the Company’s oil and gas reserves and other oil and gas information presented in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) are included in Greenfire’s Annual Information Form for the year ended December 31, 2024, which will be filed on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar/ and on Greenfire’s website at www.greenfireres.com.
4
Summary of Oil and Gas Reserves (Forecast Prices
and Costs)
As of December 31, 2024
| Bitumen | ||||||||
| Reserves Category | Gross (Mbbl) | Net (Mbbl) | ||||||
| Proved | ||||||||
| Developed Producing | 26,819 | 24,386 | ||||||
| Developed Non- Producing | - | - | ||||||
| Undeveloped | 207,907 | 160,815 | ||||||
| Total Proved | 234,726 | 185,201 | ||||||
| Total Probable | 173,861 | 129,588 | ||||||
| Total Proved Plus Probable | 408,587 | 314,788 | ||||||
Summary of Net Present Value of Future Net Revenue
(Forecast Prices and Costs)
As of December 31, 2024
| Before Deducting Income Taxes | After Deducting Income Taxes | |||||||||||||||||||||||||||||||||||||||||||
| 0% | 5% | 10% | 15% | 20% | 0% | 5% | 10% | 15% | 20% | Unit Value(2) | ||||||||||||||||||||||||||||||||||
| Reserves Category | (in $ millions)(1) | (in $ millions)(1) | $/bbl | |||||||||||||||||||||||||||||||||||||||||
| Proved | ||||||||||||||||||||||||||||||||||||||||||||
| Developed Producing | 758 | 739 | 693 | 644 | 599 | 758 | 739 | 693 | 644 | 599 | 28.40 | |||||||||||||||||||||||||||||||||
| Developed Non- Producing | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Undeveloped | 5,929 | 3,075 | 1,761 | 1,102 | 737 | 4,327 | 2,313 | 1,355 | 864 | 587 | 10.95 | |||||||||||||||||||||||||||||||||
| Total Proved(3) | 6,687 | 3,813 | 2,454 | 1,746 | 1,336 | 5,085 | 3,052 | 2,047 | 1,508 | 1,186 | 13.25 | |||||||||||||||||||||||||||||||||
| Total Probable | 7,449 | 1,687 | 582 | 303 | 208 | 5,022 | 1,163 | 422 | 233 | 168 | 4.49 | |||||||||||||||||||||||||||||||||
| Total Proved plus Probable | 14,136 | 5,500 | 3,035 | 2,049 | 1,544 | 10,107 | 4,214 | 2,469 | 1,741 | 1,354 | 9.64 | |||||||||||||||||||||||||||||||||
Notes:
| (1) | Net present value of future net revenue includes all resource income, including the sale of oil, gas, by-product reserves, processing third party reserves and other income. |
| (2) | Calculated using net present value of future net revenue before deducting income taxes, discounted at 10% per year, and net reserves. The unit values are based on net reserves volumes. |
Undiscounted
Future Net Revenue by Reserves Category
As of December 31, 2024
| Reserves Category ($ millions) | Revenue(1) | Royalties(2) | Operating Costs | Development Costs | Abandonment and Reclamation Costs(3) | Future Net Revenue Before Income Taxes | Income Taxes | Future Net Revenue After Income Taxes | ||||||||||||||||||||||||
| Total Proved | 17,959,653 | 3,922,667 | 4,961,661 | 2,117,638 | 270,265 | 6,687,422 | 1,602,263 | 5,085,160 | ||||||||||||||||||||||||
| Total Proved plus Probable | 37,851,599 | 8,921,496 | 9,869,600 | 4,563,565 | 360,844 | 14,136,095 | 4,029,151 | 10,106,944 | ||||||||||||||||||||||||
Notes:
| (1) | Includes all product revenues and other revenues as forecast. |
| (2) | Royalties include any net profits interests paid. |
| (3) | Abandonment and reclamation costs include but are not limited to items such as: producing wells, suspended wells, service wells, gathering systems, facilities, and surface land development. |
5
Forecast Prices and Costs
As of December 31, 2024
| Crude Oil | ||||||||||||||||||||||||||||||||||||||||
| Year | WTI Crude Oil ($US/bbl) | Brent Crude Oil ($US/bbl) | Edmonton Light Crude Oil ($/bbl) | Alberta Bow River Hardisty Crude Oil ($/bbl) | Western Canadian Select Crude Oil ($/bbl) | Alberta Heavy Crude Oil ($/bbl) | Sask Cromer Medium Crude Oil ($/bbl) | Natural Gas at AECO (C$/MMBtu) |
Inflation(1) % | Exchange Rate(2) $US/$CAN |
||||||||||||||||||||||||||||||
| 2025 | 71.58 | 75.58 | 94.79 | 83.89 | 82.69 | 75.85 | 91.15 | 2.36 | 0.0 | 0.712 | ||||||||||||||||||||||||||||||
| 2026 | 74.48 | 78.51 | 97.04 | 86.45 | 84.27 | 77.56 | 93.35 | 3.33 | 2.0 | 0.728 | ||||||||||||||||||||||||||||||
| 2027 | 75.81 | 79.89 | 97.37 | 85.50 | 83.81 | 77.12 | 93.62 | 3.48 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2028 | 77.66 | 81.82 | 99.80 | 87.21 | 85.70 | 78.81 | 95.96 | 3.69 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2029 | 79.22 | 83.46 | 101.79 | 88.95 | 87.45 | 80.45 | 97.88 | 3.76 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2030 | 80.80 | 85.13 | 103.83 | 90.73 | 89.25 | 82.12 | 99.83 | 3.83 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2031 | 82.42 | 86.84 | 105.91 | 92.55 | 91.04 | 83.77 | 101.83 | 3.91 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2032 | 84.06 | 88.57 | 108.03 | 94.40 | 92.85 | 85.45 | 103.87 | 3.99 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2033 | 85.74 | 90.31 | 110.19 | 96.29 | 94.71 | 87.17 | 105.95 | 4.07 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2034 | 87.46 | 92.09 | 112.39 | 98.21 | 96.61 | 88.92 | 108.06 | 4.15 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2035 | 89.21 | 93.93 | 114.64 | 100.18 | 98.54 | 90.69 | 110.22 | 4.23 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2036 | 90.99 | 95.81 | 116.93 | 102.18 | 100.51 | 92.51 | 112.43 | 4.32 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2037 | 92.81 | 97.72 | 119.27 | 104.22 | 102.52 | 94.36 | 114.68 | 4.40 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2038 | 94.67 | 99.68 | 121.65 | 106.31 | 104.57 | 96.25 | 116.97 | 4.49 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| 2039 | 96.56 | 101.67 | 124.09 | 108.43 | 106.66 | 98.17 | 119.31 | 4.58 | 2.0 | 0.743 | ||||||||||||||||||||||||||||||
| Escalation of 2% per year thereafter | ||||||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Inflation rates for forecasting costs only. |
| (2) | The exchange rate is used to generate the benchmark reference prices in this table. |
Reconciliation of Changes in Reserves
As of December 31, 2024
| Bitumen (Mbbl) |
||||||||||||
| Proved | Probable | Proved Plus Probable | ||||||||||
| December 31, 2023 | 183,282 | 54,396 | 237,679 | |||||||||
| Extensions and improved recovery | 60,225 | 120,423 | 180,649 | |||||||||
| Technical revisions(1) | (1,576 | ) | (959 | ) | (2,534 | ) | ||||||
| Discoveries | - | - | - | |||||||||
| Acquisitions | - | - | - | |||||||||
| Dispositions | - | - | - | |||||||||
| Economic factors | - | - | - | |||||||||
| Production | (7,206 | ) | - | (7,206 | ) | |||||||
| December 31, 2024 | 234,726 | 173,861 | 408,587 | |||||||||
Note:
| (1) | Technical revisions are associated with the decommissioning of production from existing well-bores that are to be re-drilled as part of the upcoming drilling program, as well as changes to the future development plan. |
6
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. 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 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 and capital management measures. These measures are not defined by IFRS and therefore may not be comparable to similar measures provided by other companies. These non-GAAP and capital management measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS. This press release also contains supplementary financial measures and ratios. Supplementary financial measures are derived from IFRS.
Non-GAAP financial measures and ratios include operating netback, operating netback, excluding realized gain (loss) on risk management contracts, adjusted funds flow, adjusted free cash flow and per barrel figures associated with non-GAAP financial measures. Capital management measures include net debt. Supplementary financial measures and ratios include gross profit, capital expenditures and depletion.
Non-GAAP Financial Measures
Operating Netback (including per barrel ($/bbl)) and Operating Netback, excluding realized gain (loss) on risk management contracts (including per barrel ($/bbl))
Gross profit 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, net earnings or other measures of financial performance calculated in accordance with IFRS. Operating netback, excluding realized gain (loss) on risk management contracts is comprised of gross profit, 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 ($/bbl) is calculated by dividing operating netback , excluding realized gain (loss) on risk management contracts by the Company’s bitumen sales volume in a specified period. Operating netback is further adjusted for realized gain (loss) on risk management contracts, as appropriate. Operating netback per barrel ($/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.
The following table is a reconciliation of gross profit to operating netback:
| Three months ended | Year ended | |||||||||||||||||||
| December 31, | December 31, | September 30, | December 31, | December 31, | ||||||||||||||||
| ($ thousands, unless otherwise noted) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Gross profit(1) | 26,471 | 29,150 | 76,772 | 149,756 | 91,366 | |||||||||||||||
| Depletion(1) | 28,767 | 16,236 | 17,073 | 80,950 | 67,924 | |||||||||||||||
| Gain (loss) on risk management contracts | 8,921 | (14,810 | ) | (29,925 | ) | 27,489 | (16,405 | ) | ||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts | 64,159 | 30,576 | 63,920 | 258,195 | 142,885 | |||||||||||||||
| Realized gain (loss) on risk management contracts | 1,024 | (3,225 | ) | (6,087 | ) | (27,658 | ) | (10,182 | ) | |||||||||||
| Operating netback | 65,183 | 27,351 | 57,833 | 230,537 | 132,703 | |||||||||||||||
| Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(2) | 34.26 | 19.21 | 37.58 | 36.40 | 22.14 | |||||||||||||||
| Operating netback ($/bbl)(2) | 34.81 | 17.19 | 34.00 | 32.49 | 20.56 | |||||||||||||||
| (1) | Supplementary financial measure or ratio. Refer to the “Supplementary Financial Measures” section of this press release. |
7
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.
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 | Year ended | |||||||||||||||||||
| December 31, | December 31, | September 30, | December 31, | December 31, | ||||||||||||||||
| ($ thousands, unless otherwise noted) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Cash provided (used) by operating activities | 60,195 | 25,530 | (17,875 | ) | 144,547 | 86,548 | ||||||||||||||
| Transaction costs | - | 3,848 | - | - | 12,172 | |||||||||||||||
| Non-recurring transactions(1) | 6,661 | - | 1,000 | 7,661 | - | |||||||||||||||
| Changes in non-cash working capital | (13,906 | ) | (18,861 | ) | 60,979 | 19,642 | (25,514 | ) | ||||||||||||
| Adjusted funds flow | 52,950 | 10,517 | 44,104 | 171,850 | 73,206 | |||||||||||||||
| Property, plant and equipment expenditures | (12,485 | ) | (19,413 | ) | (21,175 | ) | (87,404 | ) | (33,428 | ) | ||||||||||
| Acquisitions | (676 | ) | - | - | (4,390 | ) | - | |||||||||||||
| Adjusted free cash flow | 39,789 | (8,896 | ) | 22,929 | 80,056 | 39,778 | ||||||||||||||
| (1) | Non-recurring transactions relate to the adoption of a limited purposes shareholder rights plan and the evaluation of strategic alternatives. |
Net Debt
The table below reconciles long-term debt to net debt.
| December 31, | September 30, | December 31, | ||||||||||
| ($ thousands) | 2024 | 2024 | 2023 | |||||||||
| Long-term debt | (80,441 | ) | (218,118 | ) | (332,029 | ) | ||||||
| Current assets | 144,238 | 118,405 | 163,814 | |||||||||
| Current liabilities | (335,859 | ) | (176,648 | ) | (130,283 | ) | ||||||
| Current portion of risk management contracts | 248 | (9,697 | ) | 417 | ||||||||
| Current portion of warrant liability | 18,304 | 25,303 | 18,630 | |||||||||
| Net debt | (253,510 | ) | (260,755 | ) | (279,451 | ) | ||||||
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Net debt is a capital management 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.
1P and 2P before-tax PV10, net of debt and cash
1P and 2P before-tax PV10, net of debt and cash is comprised of before tax present value is calculated using the estimated net present value of all future net revenue from our reserves, before income taxes discounted at 10%, as estimated by McDaniel effective December 31, 2024, less face value of its term debt plus cash and cash equivalents.
| December 31, | December 31, | |||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Total proved PV10 | $ | 2,454,000 | $ | 2,023,000 | ||||
| Term debt | (343,852 | ) | (396,780 | ) | ||||
| Cash and cash equivalents | 67,419 | 109,525 | ||||||
| 1P before-tax PV10, net of debt and cash | $ | 2,177,567 | $ | 1,735,745 | ||||
| December 31, | December 31, | |||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Total proved and probable PV10 | $ | 3,035,000 | $ | 2,423,000 | ||||
| Term debt | (343,852 | ) | (396,780 | ) | ||||
| Cash and cash equivalents | 67,419 | 109,525 | ||||||
| 2P before-tax PV10, net of debt and cash | $ | 2,758,567 | $ | 2,135,745 | ||||
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.
Gross Profit
Gross profit is a supplementary financial measure prepared on a consistent basis with IFRS. Greenfire uses gross profit to assess its core operating performance before considering other expenses such as general and administrative costs, financing costs, and income taxes. Gross profit 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 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 is expressed on a per barrel basis it is a supplementary financial ratio.
9
| Three months ended | Year ended | |||||||||||||||||||
| December 31, | December 31, | September 30, | December 31, | December 31, | ||||||||||||||||
| ($ thousands, unless otherwise noted) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Oil sales, net of royalties | 201,804 | 155,706 | 184,945 | 790,949 | 652,264 | |||||||||||||||
| Gain (loss) on risk management contracts | (8,921 | ) | 14,810 | 29,925 | (27,489 | ) | 16,405 | |||||||||||||
| 192,883 | 170,516 | 214,870 | 763,460 | 668,669 | ||||||||||||||||
| Diluent expense | (83,030 | ) | (76,768 | ) | (67,889 | ) | (327,146 | ) | (304,740 | ) | ||||||||||
| Transportation and marketing | (13,751 | ) | (13,277 | ) | (12,481 | ) | (52,744 | ) | (55,673 | ) | ||||||||||
| Operating expenses | (40,864 | ) | (35,085 | ) | (40,655 | ) | (152,864 | ) | (148,966 | ) | ||||||||||
| Depletion | (28,767 | ) | (16,236 | ) | (17,073 | ) | (80,950 | ) | (67,924 | ) | ||||||||||
| Gross profit | 26,471 | 29,150 | 76,772 | 149,756 | 91,366 | |||||||||||||||
| Gross profit ($/bbl) | 14.14 | 18.30 | 45.13 | 21.10 | 14.13 | |||||||||||||||
Capital Expenditures
Capital expenditures is a supplementary financial measure prepared on a consistent basis with IFRS. Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plant and equipment expenditures and acquisitions.
Management believes that capital expenditures provides investors, analysts and other stakeholders with a useful insight into the Company’s investments into property, plant and equipment.
| Three months ended | Year ended | |||||||||||||||||||
| December 31, | December 31, | September 30, | December 31, | December 31, | ||||||||||||||||
| ($ thousands, unless otherwise noted) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Property, plant and equipment expenditures | 12,485 | 19,413 | 21,175 | 87,404 | 33,428 | |||||||||||||||
| Acquisitions | 676 | - | - | 4,390 | - | |||||||||||||||
| Capital expenditures | 13,161 | 19,413 | 21,175 | 91,794 | 33,428 | |||||||||||||||
Presentation of Reserves and Other Oil and Gas Information
In respect of 2024 year-end reserves information contained in this press release, Greenfire’s reserves have been evaluated in accordance with Canadian reserve evaluation standards under NI 51-101. McDaniel and Associates Consultants Ltd. (“McDaniel”), an independent petroleum consulting firm based in Calgary, Alberta, has each evaluated the petroleum reserves associated with all of Greenfire’s properties. McDaniel used the average of the commodity price forecasts and inflation rates of Sproule Associates Limited, McDaniel and GLJ Ltd. as of January 1, 2025 to prepare their report (the “McDaniel Report”). Such estimates constitute forward-looking information, which are based on values that Greenfire’s management believes to be reasonable, and are subject to the same limitations discussed under “Forward-Looking Information” below.
Greenfire presents the measures below using information derived from its 2024 year-end reserves information.
2P Reserve Life Index
2P Reserve Life Index calculated by dividing gross 2P reserves by annualized fourth quarter production.
For additional information regarding the consolidated reserves and information concerning the resources of the Company as evaluated by McDaniel in the McDaniel Report, please refer to the Company’s AIF.
10
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.
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 Company’s business strategy and future plans, including development plans for the Expansion Asset and the Demo Asset and the anticipated timing thereof; successful execution of the company’s strategy and operational goals; expected production and capital expenditures in 2025; the potential impact of regulatory actions by the AER on the Company’s business, operations, production, reserves estimates and financial condition; and statements relating to the business and future activities of the Company after the date of this press release.
In addition, statements relating to “reserves” are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future. 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; 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.
11
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 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 and Annual Information Form, each for the year ended December 31, 2024, 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
12
Exhibit 99.3
FIRST AMENDING SUPPLEMENTAL INDENTURE
FIRST AMENDING SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2025, among Greenfire Resources Ltd., an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC”), Greenfire Resources Employment Corporation (formerly 2373525 Alberta Ltd.) (“Serviceco”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with GROC, Serviceco, Hangingstone Expansion, Hangingstone Expansion LP and Hangingstone Demo, collectively the “Guarantors” and each a “Guarantor”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co-Trustee”) and Computershare Trust Company of Canada, as collateral agent (in such capacity, the “Collateral Agent”).
W I T N E S E T H
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee, the Co-Trustee and the Collateral Agent, an indenture (the “Indenture”), dated as of September 20, 2023, as supplemented from time to time, providing for the issuance of 12.000% Senior Secured Notes due 2028 (the “Notes”);
WHEREAS, Section 9.02(a) of the Indenture provides that, the Indenture, the Notes, the Collateral Documents or the Note Guarantees may be amended or supplemented with the consent of Holders of more than 50% of the aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class and compliance with any provision of the Indenture, the Notes, the Note Guarantees and the Collateral Documents may be waived in the same manner; and
WHEREAS, the Company has furnished the Trustee with (i) an Opinion of Counsel pursuant to Sections 7.02(c) and 9.05 of the Indenture; and (ii) an Officers’ Certificate pursuant to Sections 7.02(c) and 9.05 of the Indenture and (iii) evidence of the consent of Holders of more than 50% of the aggregate principal amount of the outstanding Notes; and
WHEREAS, pursuant to Sections 9.02 and 9.05 of the Indenture, the Trustee, the Co-Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee, the Co-Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AMENDMENTS TO THE INDENTURE. Pursuant to Section 9.02 of the Indenture, the Indenture is amended as follows:
(a) The first sentence of Section 4.26 is deleted in its entirety and replaced with the following:
“The Company shall ensure that, at any time from the effective date of this Supplemental Indenture, the aggregate capital expenditure of the Company and its Restricted Subsidiaries on a consolidated basis included in the Company’s cash flow statement shall not exceed US$150.0 million in any twelve-month period.”
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waived and released all such liability. The waiver and release were part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may manually or electronically sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, none of the Trustee, the Co-Trustee or the Collateral Agent shall be responsible in any manner whatsoever for and makes no representation or warranty as to the validity, execution or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company.
8. CERTAIN MATTERS EFFECTING THE TRUSTEE. The Company hereby represents and warrants that the custodial statements, prime broker statements and/or proof of holdings certifications provided as evidence of holdings of the outstanding Notes for purposes of consenting to this Supplemental Indenture is/are true and correct and that the Trustee shall have no liability in relying upon the information contained therein and that in doing so the Trustee shall be entitled to all rights, protections and indemnities as are set forth in the Indenture.
9. ADOPTION, RATIFICATION AND CONFIRMATION. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the terms of this Supplemental Indenture will control.
[Signatures pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| GREENFIRE RESOURCES LTD. | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| GREENFIRE RESOURCES OPERATING CORPORATION | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| GREENFIRE RESOURCES EMPLOYMENT CORPORATION | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| HANGINGSTONE EXPANSION (GP) INC. | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| HANGINGSTONE EXPANSION LIMITED PARTNERSHIP, by its General Partner, HANGINGSTONE EXPANSION (GP) INC. | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| HANGINGSTONE DEMO (GP) INC. | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| HANGINGSTONE DEMO LIMITED PARTNERSHIP, by its General Partner, HANGINGSTONE DEMO (GP) INC. | |||
| By: | (signed) “Tony Kraljic” | ||
| Name: | Tony Kraljic | ||
| Title: | Chief Financial Officer | ||
| THE BANK OF NEW YORK MELLON | |||
| as Trustee | |||
| By: | (signed) “Nathaniel Henkle” | ||
| Name: | Nathaniel Henkle | ||
| Title: | Agent | ||
| BNY TRUST COMPANY OF CANADA | |||
| as Canadian Co-Trustee | |||
| By: | (signed) “Farhan Mir” | ||
| Name: | Farhan Mir | ||
| Title: | Senior Vice President | ||
| COMPUTERSHARE TRUST COMPANY OF CANADA | |||
| as Collateral Agent | |||
| By: | (signed) “Sue-Anne Wong” | ||
| Name: | Sue-Anne Wong | ||
| Title: | Corporate Trust Officer | ||
| By: | (signed) “Corentin Leverrier” | ||
| Name: | Corentin Leverrier | ||
| Title: | Manager, Corporate Trust | ||