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6-K 1 ea0241170-6k_greenfire.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 May 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    
99.1   Interim Consolidated Financial Statements (unaudited) for the period ended March 31, 2025
99.2   Management's Discussion and Analysis for the period ended March 31, 2025
99.3   News Release dated May 6, 2025

 

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/ Tony Kraljic
  Name:  Tony Kraljic
  Title: Chief Financial Officer

 

Date: May 7, 2025

 

 

3

 

 

EX-99.1 2 ea024117001ex99-1_greenfire.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE PERIOD ENDED MARCH 31, 2025

Exhibit 99.1

 

 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

For the three month period ended March 31, 2025

 

Greenfire Resources Ltd.

 

 

 

 


 

 

 

Greenfire Resources Ltd.

Condensed Interim Consolidated Balance Sheets (unaudited)

 

As at         March 31     December 31  
($CAD thousands)      note     2025     2024  
Assets                      
Current assets                      
Cash and cash equivalents         $ 72,238     $ 67,419  
Accounts receivable   11       55,320       56,417  
Inventories           12,639       14,946  
Prepaid expenses and deposits           6,852       5,456  
Risk management contracts   11       6,101       -  
            153,150       144,238  
Non-current assets                      
Property, plant and equipment   3       967,038       960,059  
Deferred income tax asset           149,964       153,174  
            1,117,002       1,113,233  
            1,270,152       1,257,471  
Liabilities                      
Current liabilities                      
Accounts payable and accrued liabilities           64,083       61,804  
Current portion of long-term debt   4       12,195       248,489  
Current portion of lease liabilities and other           6,450       7,014  
Warrant liability   6       10,308       18,304  
Risk management contracts   11       -       248  
            93,036       335,859  
Non-current liabilities                      
Long-term debt   4       317,432       80,441  
Lease liabilities and other           3,528       2,296  
Decommissioning liabilities   5       18,030       17,444  
            338,990       100,181  
            432,026       436,040  
Shareholders’ equity                      
Share capital   7       164,879       164,402  
Contributed surplus           8,976       8,921  
Retained earnings           664,271       648,108  
            838,126       821,431  
          $ 1,270,152     $ 1,257,471  

 

Related party transaction (note 13)

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 2

 

 

 

Greenfire Resources Ltd.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss) (unaudited)

 

Three months ended March 31

($CAD thousands, except per share amounts)

     note     2025     2024  
Revenues                      
Oil sales   8     $ 183,637     $ 200,990  
Royalties           (6,824 )     (6,315 )
Oil sales, net of royalties           176,813       194,675  
Gain (loss) on risk management contracts   11       5,248       (47,534 )
            182,061       147,141  
Expenses                      
Diluent expense           73,994       91,682  
Transportation and marketing           14,185       13,199  
Operating expenses           37,929       36,348  
General and administrative           9,407       4,749  
Stock-based compensation   10       1,252       852  
Financing and interest   9       12,280       15,456  
Depletion and depreciation   3       21,617       18,003  
Exploration expenses           734       554  
Other income           (670 )     (1,441 )
Loss (gain) on revaluation of warrants   6       (7,996 )     6,379  
Foreign exchange (gain) loss           (44 )     8,275  
Total expenses           162,688       194,056  
Net income (loss) before taxes           19,373       (46,915 )
Income tax expense           3,210       -  
Net income (loss) and comprehensive income (loss)         $ 16,163     $ (46,915 )
Net income (loss) per share                      
Basic   7     $ 0.23     $ (0.68 )
Diluted   7     $ 0.23     $ (0.68 )

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 3

 

 

 

Greenfire Resources Ltd.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

 

Three months ended March 31                  
($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       477       995  
Balance, end of period           164,879       159,510  
Contributed surplus                      
Balance, beginning of period           8,921       9,788  
Stock-based compensation   10       1,252       852  
Issuance of shares on exercise of share units   7,10       (1,197 )     (1,776 )
Balance, end of period           8,976       8,864  
Retained earnings                      
Balance, beginning of period           648,108       526,697  
Net income (loss) and comprehensive income (loss)           16,163       (46,915 )
Balance, end of period           664,271       479,782  
Total shareholders’ equity         $ 838,126     $ 648,156  

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 4

 

 

 

Greenfire Resources Ltd.

Condensed Interim Consolidated Statements of Cash Flows (unaudited)

 

Three months ended March 31

($CAD thousands)

     note     2025     2024  
Operating activities                      
Net income (loss)         $ 16,163     $ (46,915 )
Items not affecting cash:                      
  Income tax expense           3,210       -  
  Unrealized (gain) loss on risk management contracts   11       (6,349 )     38,737  
  Depletion and depreciation   3       21,748       17,799  
  Stock-based compensation   10       1,252       852  
  Accretion   9       1,755       2,462  
  Foreign exchange (gain) loss           (192 )     8,275  
  Loss (gain) on revaluation of warrants   6       (7,996 )     6,379  
Change in non-cash working capital   12       5,082       (10,525 )
Cash provided by operating activities           34,673       17,064  
Financing activities                      
Repayment of long-term debt   4       (7 )     -  
Payment of lease liabilities           (1,930 )     (51 )
Cash used in financing activities           (1,937 )     (51 )
Investing activities                      
Property, plant and equipment expenditures   3       (26,299 )     (31,920 )
Acquisitions           -       (2,529 )
Change in non-cash working capital (accrued additions to PP&E)   12       (1,515 )     (3,232 )
Cash used in investing activities           (27,814 )     (37,681 )
Exchange rate impact on cash and cash equivalents held in foreign currency           (103 )     1,377  
Change in cash and cash equivalents           4,819       (19,291 )
Cash and cash equivalents, beginning of period           67,419       109,525  
Cash and cash equivalents, end of period         $ 72,238     $ 90,234  

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q1 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 2V7.

 

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. Following the completion of the Change of Control Transaction, the Company’s Board of Directors was reconstituted.

 

At March 31, 2025, approximately 56.2% 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 May 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 Q1 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     28,306       -       293       28,599  
Transfers of right-of-use assets     1,544       (1,544 )     -       -  
Change in decommissioning liabilities     128       -       -       128  
Balance as at March 31, 2025     1,224,362       7,995       911       1,233,268  
Accumulated Depletion, Depreciation and Amortization                                
Balance as at December 31, 2024     243,494       546       442       244,482  
Depletion and depreciation (1)     21,587       105       56       21,748  
Balance as at March 31, 2025     265,081       651       498       266,230  
Net Book Value                                
Balance at December 31, 2024   $ 950,890     $ 8,993     $ 176     $ 960,059  
Balance at March 31, 2025   $ 959,281     $ 7,344     $ 413     $ 967,038  

 

 

(1) As at March 31, 2025 $0.4 million of depletion and depreciation was capitalized to inventory (December 31, 2024- $0.3 million).

 

4. LONG-TERM DEBT

 

Senior Secured Notes

 

On September 20, 2023, Greenfire issued US$300 million of senior secured notes (the “2028 Notes”). The 2028 Notes bear interest at the fixed rate of 12.00% per annum payable semi-annually, have a term of five years maturing on October 1, 2028, and are secured by a second priority lien on the Company’s assets, junior to the Senior Credit Facility and financial risk management contracts with the Senior Credit Facility lenders.

 

As at

($ thousands)

  March 31,
2025
    December 31,
2024
 
Senior secured notes (“2028 Notes”) $US   $ 238,964     $ 238,969  
Foreign exchange rate     1.4376       1.4389  
Senior secured notes (“2028 Notes”) $CAD     343,535       343,852  
Unamortized debt discount and debt issue costs     (13,908 )     (14,922 )
Total term debt   $ 329,627     $ 328,930  
Current portion of long-term debt     12,195       248,489  
Long-term debt   $ 317,432     $ 80,441  

 

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 March 31, 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 Q1 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. The next redemption, if applicable, is due by September 3, 2025.

 

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 as 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 March 31, 2025, the carrying value of the Company’s long-term debt was $329.6 million and the fair value was $364.1 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, 2025. 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, 2026. 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 Q1 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 March 31, 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 March 31, 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 March 31, 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)

  March 31,
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     458       2,286  
Balance, end of period   $ 18,030     $ 17,444  

 

6. WARRANT LIABILITY

 

The outstanding warrants entitle each warrant 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.

 

    Three months ended
March 31,
2025
    Year ended
December 31,
2024
 
($ thousands, unless otherwise noted)   Number of
Warrants
(‘000)
    Amount     Number of
Warrants
(‘000)
    Amount  
Balance, beginning of period     7,527     $ 18,304       7,527     $ 18,630  
Change in fair value     -       (7,996 )     -       (326 )
Balance, end of period     7,527     $ 10,308       7,527     $ 18,304  
Common shares issuable on exercise     7,527       -       7,527       -  

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 9

 

 

 

The fair value of each warrant was estimated using the Black Scholes Merton model with the following assumptions:

 

    March 31,
2025
    December 31,
2024
 
Share price $USD   $ 5.87     $ 7.06  
Exercise price $USD   $ 11.50     $ 11.50  
Average risk-free interest rate     4.41 %     4.49 %
Average expected volatility (1)     44 %     45 %
Average expected life (years)     3.50       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 $2.8 million with a corresponding adjustment to the statement of comprehensive income (loss).

 

7. SHARE CAPITAL AND PER SHARE AMOUNTS

 

Share capital

 

As at March 31, 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:

 

    Three months ended
March 31, 2025
    Year ended
December 31,
2024
 
($ thousands, unless otherwise noted)   Number of
shares
(‘000)
    Amount     Number of
shares
(‘000)
    Amount  
Shares outstanding                        
Balance, beginning of period     69,718     $ 164,402       68,642     $ 158,515  
Issued on exercise of share units(1)     204       477       1,076       5,887  
Balance, end of period     69,922     $ 164,879       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:

 

(thousands of shares, except per share information)   Three months ended
March 31,
2025
    Three months ended
March 31,
2024
 
Weighted average shares outstanding - basic     69,872       68,684  
Dilutive effect of share units and performance warrants     627       -  
Weighted average shares outstanding - diluted     70,499       68,684  
Basic $ per share   $ 0.23     $ (0.68 )
Diluted $ per share   $ 0.23     $ (0.68 )

 

When computing the diluted net loss per share for the three months March 31, 2024, the Company excluded the effect of 7.5 million warrants, 3.0 million performance warrants and 1.1 million share units as their effect was anti-dilutive.

 

Greenfire Resources Ltd. 2025 Q1 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.

 

 

($ thousands)

 

Three months ended

March 31,
2025

   

Three months ended

March 31,
2024

 
Diluted bitumen sales   $ 174,365     $ 196,980  
Bitumen sales     9,272       4,010  
Oil sales   $ 183,637     $ 200,990  

 

9. FINANCING AND INTEREST

 

 

($ thousands)

 

Three months ended

March 31,
2025

   

Three months ended

March 31,
2024

 
Interest on senior secured notes   $ 9,998     $ 12,762  
Other interest     527       232  
Total finance and interest expense before accretion     10,525       12,994  
Amortization of debt issuance costs and redemption premium (Note 4)     999       1,896  
Accretion of decommissioning obligations (Note 5)     458       549  
Accretion of lease liabilities     298       17  
Accretion     1,755       2,462  
Financing and interest expense   $ 12,280     $ 15,456  

 

10. STOCK-BASED COMPENSATION

 

Issued and Outstanding Share Units

 

A summary of the PWs, RSUs, PSUs and 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     (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)     (323 )     (46 )     -       -       (369 )
Forfeited     (19 )     (1 )     (316 )     -       (336 )
Cancelled     (1,398 )     -       -       -       (1,398 )
Balance, March 31, 2025     780       102       577       21       1,480  
Exercisable, March 31, 2025     780       -       -       21       801  

 

(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 Q1 Financial Statements | 11

 

 

 

Stock-based compensation expense

 

($ thousands)   Three months ended
March 31,
2025
    Three months ended
March 31,
2024
 
Restricted share units (RSUs)   $ 84     $ 255  
Performance share units (PSUs)     1,168       528  
Deferred share units (DSUs)     -       69  
    $ 1,252     $ 852  

 

Performance warrants

 

Following the Change of Control Transaction (Note 1), on February 7, 2025, the Company’s Board of Directors exercised its discretion to accelerate the expiry of all performance warrants to April 30, 2025. The performance warrants were fully expensed when they vested on September 20, 2023.

 

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 Q1 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
March 31,
2025
    As at
December 31,
2024
 
Gross amount   $ 6,987     $ (1,395 )
Amount offset     (886 )     1,147  
Risk management contracts – Asset (Liability)   $ 6,101     $ (248 )

 

The following table summarizes the financial commodity risk management gains and losses:

 

 

($ thousands)

 

Three months ended

March 31,
2025

   

Three months ended

March 31,
2024

 
Realized loss on risk management contracts   $ (1,101 )   $ (8,797 )
Unrealized gain (loss) on risk management contracts     6,349       (38,737 )
Gain (loss) on risk management contracts   $ 5,248     $ (47,534 )

 

As at March 31, 2025, the following financial commodity risk management contracts were in place:

 

    WTI- Costless Collar     WTI Fixed Price Swaps  
Term   Volume
(bbls/d)
    Put Strike
Price
(C$/bbl)
    Call Strike
Price
(C$/bbl)
    Volume
(bbls/d)
    Swap
Price
(C$/bbl)
 
Q2 2025     -       -       -       9,450     $ 100.84  
Q3 2025     -       -       -       9,450     $ 101.00  
Q4 2025     -       -       -       9,450     $ 100.85  
Q1 2026     4,951     $ 81.89     $ 100.16       2,549     $ 96.95  

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 13

 

 

 

Subsequent to March 31, 2025, Greenfire entered into the following financial commodity risk management contracts:

 

    WCS Differential Swaps  
Term   Volume
(bbls/d)
    Swap Price
(US$/bbl)
 
Q3 2025     12,600     $ (10.90 )
Q4 2025     5,000     $ (13.50 )

 

The following table summarizes the sensitivity to price changes for Greenfire’s WTI Fixed Price Swaps:

 

As at March 31, 2025   $5.00/ bbl Change in WTI  
($ thousands)   Increase     Decrease  
Increase (decrease) to fair value of the WTI Fixed Price Swaps   $ 14,141     $ (14,141 )

 

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 and accounts payables, and accrued liabilities. As at March 31, 2025, Greenfire’s net foreign exchange risk exposure was a US$217.5 million liability (December 31, 2024 – US$218.4 million liability), and a 10% change in the foreign exchange rate would result in a $31.3 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
March 31
2025
    As at
December 31
2024
 
Trade receivables   $ 37,380     $ 47,412  
Joint interest receivables     17,940       9,005  
Accounts receivable   $ 55,320     $ 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 March 31, 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 March 31, 2025, 89% was receivable from a single company (December 31, 2024 - 99% receivable from a single company). At March 31, 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 March 31, 2025, the Company has received $4.1 million from its joint interest partner.

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 14

 

 

 

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.

 

The following table details the Company’s contractual maturities of its financial liabilities:

 

    As at March 31, 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   $ 64,083     $ -     $ 61,804     $ -  
Risk management contracts     -       -       248       -  
Lease liabilities(1)     6,922       3,843       7,669       2,726  
Long-term debt(2)     12,195       331,340       260,252       83,600  
Total financial liabilities   $ 83,200     $ 335,183     $ 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:

($ thousands)   As at
March 31,
2025
    As at
March 31,
2024
 
Change in accounts receivable   $ 1,097     ($ 17,877 )
Change in inventories     2,307       1,391  
Change in prepaid expenses and deposits     (1,396 )     2,705  
Change in accounts payable and accrued liabilities     2,279       737  
      4,287       (13,044 )
Other items impacting changes in non-cash working capital:                
Withholding taxes on share units     (720 )     (780 )
Unrealized foreign exchange gain (loss) related to working capital     -       67  
      3,567       (13,757 )
Related to operating activities     5,082       (10,525 )
Related to investing activities     (1,515 )     (3,232 )
Net change in non-cash working capital     3,567       (13,757 )
Cash interest paid (included in operating activities)   $ (20,841 )   $ (25,881 )
Cash interest received (included in operating activities)   $ 670     $ 1,504  

 

13. RELATED PARTY TRANSACTION

 

Following the Change of Control Transaction (see Note 1), Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with the Company’s adoption of a shareholder rights plan and related hearings before the Alberta Securities Commission, in which WEF was successful. These events ultimately led to the Change of Control Transaction and the reconstitution of the Company’s Board of Directors. The reimbursement was reviewed and approved by the independent members of the Company’s Board of Directors.

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 15

 

 

 

Corporate Information    
     
Directors   Solicitors
     
Adam Waterous(1)(4)   Blake, Cassels & Graydon LLP
W. Derek Aylesworth(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    
Brian Heald   Scale LLP
David Knight-Legg   86147, 750 – North Saint Paul Street Ste 250
    Dallas, Texas, United States
(1) Executive Chair of the Board of Directors   75201
(2) Chair of the Audit Committee    
(3) Chair of the Reserves Committee and Lead Director   Bankers
(4) Chair of the Compensation and Governance Committee    
    Bank of Montreal
Officers   595 – 8th Avenue SW
    Calgary, Alberta, Canada
Colin Germaniuk, P.Eng   T2P 1G1
President  
    Auditor
Tony Kraljic, CA  
Chief Financial Officer   Deloitte LLP
    700, 850 – 2nd Street S.W.
Jonathan Kanderka, P.Eng   Calgary, Alberta, Canada
Chief Operating Officer   T2P 0R8
   
Charles R. Kraus   Reserve Engineers
Corporate Secretary  
    McDaniel & Associates Consultants Ltd.
Head Office   2200, 255 – 5th Avenue S.W.
    Calgary, Alberta, Canada
1900, 205 – 5th Avenue SW   T2P 3G6
Calgary, Alberta, Canada  
T2P 2V7  
www.greenfireres.com  
NYSE: GFR    
TSX: GFR    

 

Greenfire Resources Ltd. 2025 Q1 Financial Statements | 16

 

EX-99.2 3 ea024117001ex99-2_greenfire.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED MARCH 31, 2025

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION & ANALYSIS

 

For the three month period ended March 31, 2025

 

Greenfire Resources Ltd.

 

 

 

 


 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This Management’s Discussion and Analysis of the financial condition and results of operations of Greenfire Resources Ltd. (“Greenfire” or the “Company”) is dated May 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 months ended March 31, 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 (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, 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. Following the completion of the Change of Control Transaction, the Company’s Board of Directors was reconstituted.

 

At March 31, 2025, approximately 56.2% 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 will 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 Q1 Management’s Discussion and Analysis | 2


 

 

 

RECENT DEVELOPMENTS

 

Production and Steam Generation Update

 

Greenfire’s production for the second quarter of 2025 to date is approximately 15,650 bbls/d, due to ongoing steam generation downtime and base production declines at the Expansion Asset. At present, one of the four steam generation units is offline, with an associated production impact of approximately 1,500 to 2,250 bbls/d. The Company is targeting restoring the offline steam generator by year-end 2025 and is implementing mitigation strategies to reduce production impacts during this period.

 

Emissions Reporting and Regulatory Environment

 

Greenfire continues to engage in discussions with the Alberta Energy Regulator (“AER”) regarding previously reported sulphur dioxide emissions that exceed regulatory limits at the Expansion Asset. The Company takes its regulatory obligations very seriously and has ordered sulphur removal facilities at the Expansion Asset, at a total estimated cost of $15.0 million ($20.0 million on a 100% working interest basis), with installation and commissioning targeted for the fourth quarter of 2025. Greenfire anticipates that this measure will restore compliance with the sulphur dioxide emissions requirements at the Expansion Asset in a safe and efficient manner.

 

Progress Update on Future Development Plans

 

Greenfire is advancing its future development plans and operational strategies for the Hangingstone Facilities. To address production declines, the Company is planning on constructing new well pads and drilling new well pairs on the undeveloped reservoir north of the Expansion Asset’s Central Processing Facility (“CPF”). The final investment decision remains subject to approval by Greenfire’s Board of Directors. If approved, drilling of these well pairs could begin as early as the fourth quarter of 2025. The Company is evaluating additional development targets to the southeast of the Expansion Asset’s CPF to support further production growth.

 

FINANCIAL & OPERATING HIGHLIGHTS

 

    Three months ended
March 31,
 
($thousands, unless otherwise noted)   2025     2024  
Bitumen production (bbls/d)     17,495       19,667  
                 
Oil sales     183,637       200,990  
Oil sales ($/bbl)     82.10       75.41  
Gross profit (loss)(1)     34,392       (12,068 )
Operating netback(2)     49,604       44,649  
Operating netback ($/bbl)(2)     31.67       24.69  
                 
Cash provided by operating activities     34,673       17,064  
Adjusted funds flow(2)     31,444       27,589  
Cash used in investing activities     (27,814 )     (37,681 )
Capital expenditures(1)     26,299       34,449  
                 
Net income (loss) and comprehensive income (loss)     16,163       (46,915 )
Per share - basic     0.23       (0.68 )
Per share - diluted     0.23       (0.68 )
Adjusted EBITDA(2)     41,316       39,346  
                 
Weighted average common shares outstanding – basic (‘000)     69,872       68,684  
Weighted average common shares outstanding – diluted (‘000)     70,499       68,684  

 

(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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 3


 

 

 

Liquidity and Balance Sheet

 

    March 31,     December 31,  
($ thousands)   2025     2024  
Cash and cash equivalents     72,238       67,419  
Available credit facilities(1)     50,000       50,000  
Face value of long-term debt(2)     343,535       343,852  

 

(1) As at March 31, 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 March 31, 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”).

 

PRODUCTION AND COMMODITY PRICING

 

Bitumen Production and Sales

 

    Three months ended
March 31,
 
(Average barrels per day, unless otherwise noted)   2025     2024  
Bitumen production(1)     17,495       19,667  
Bitumen sales(1)     17,404       19,869  
Purchased diluent blended in sales volume     7,448       9,418  
Sales volumes     24,852       29,287  

 

(1) Bitumen sales differ from bitumen production due to inventory fluctuations.

 

Bitumen production decreased 11% (or 2,172 bbl/d) for the three months ended March 31, 2025, to 17,495 bbl/d compared to 19,667 bbl/d in the same quarter of 2024. The decrease in production relates 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
March 31,
 
Benchmark Pricing   2025     2024  
US$/bbl            
WTI(1)     71.42       76.96  
WCS differential to WTI     (12.67 )     (19.31 )
WCS Hardisty     58.75       57.65  
Edmonton Condensate (C5+)     70.10       73.31  
C$/bbl                
WTI(2)     102.47       103.80  
WCS differential to WTI     (18.18 )     (26.05 )
WCS Hardisty(2)     84.29       77.76  
Edmonton Condensate (C5+)(2)     100.58       98.88  
Other                
AECO 5A (C$/GJ)     2.05       2.36  
Alberta power pool (C$/MWh)     40.30       98.89  
Average FX Rate (C$/US$)(3)     1.4348       1.3488  

 

(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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 4


 

 

 

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. The May 2024 commissioning of the Trans Mountain Pipeline expansion increased Western Canadian egress capacity, narrowing the WCS differential.

 

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.

 

FINANCIAL RESULTS

 

Oil Sales

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Oil Sales     183,637       200,990  
- ($/bbl)(1)     82.10       75.41  

 

(1) Based on sales volumes.

 

Oil sales decreased 9% (or $17.4 million) for the three months ended March 31, 2025, to $183.6 million compared to $201.0 million in the same quarter of 2024. The decrease reflects lower sales volumes, partially offset by improved Canadian-denominated WCS pricing.

 

Royalties

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Royalties     6,824       6,315  
- ($/bbl)     4.36       3.49  
Effective royalty rate(1)     6.90 %     6.42 %

 

(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 the Canadian dollar equivalent WTI benchmark price.

 

The effective royalty rate was 6.90% during the three months ended March 31, 2025, compared to 6.42% for the same period in 2024. The increase reflects the prescribed pre-payout royalty rate being based on one-month trailing benchmark pricing during a period of declining commodity prices in 2025, compared to a period of rising commodity prices in 2024.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 5


 

 

 

Realized and Unrealized Gain (Loss) on Risk Management Contracts

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Realized loss     (1,101 )     (8,797 )
Unrealized gain (loss)     6,349       (38,737 )
Risk management contracts gains (losses)     5,248       (47,534 )

 

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.

 

For the three months ended March 31, 2025, Greenfire recognized a $1.1 million realized loss on risk management contracts, compared to a loss of $8.8 million for the same quarter of 2024. Realized losses occur when the average price of the hedged commodity settles above the contract price, while realized gains 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 March 31, 2025 fair value, Greenfire recognized a non-cash unrealized gain of $6.3 million, compared to an unrealized loss of $38.7 million for the same quarter of 2024.

 

Diluent Expense

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Diluent expense     73,994       91,682  
- ($/bbl)(1)     12.10       14.97  

 

(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 Greenfire’s condensate purchase price and the recovered value from selling the same volume of diluted bitumen.

 

Diluent expense per bbl decreased 19% (or $2.87/bbl) for the three months ended March 31, 2025, to $12.10/bbl compared to $14.97/bbl in the same quarter of 2024. The decrease in diluent expense per bbl corresponds to the lower price differential between WCS and Edmonton Condensate (C5+) (see “Production and Commodity Pricing - Commodity Prices” section of this MD&A) and an increase in undiluted bitumen sales.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 6


 

 

 

Transportation and Marketing Expense

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Marketing fees     3,412       2,282  
Oil transportation expense     10,773       10,917  
Transportation and marketing     14,185       13,199  
Marketing fees ($/bbl)     2.18       1.26  
Oil transportation expense ($/bbl)     6.88       6.04  
Transportation and marketing ($/bbl)     9.06       7.30  

 

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 24% (or $1.76/bbl) for the three months ended March 31, 2025, to $9.06/bbl compared to $7.30/bbl in the same quarter of 2024. The increase in marketing fees per barrel reflects a greater share of production from the Demo Asset, which is subject to higher marketing fees than the Expansion Asset. Higher undiluted bitumen sales in the first quarter of 2025, compared to the same quarter of 2024, led to increased trucking costs, driving up transportation expense per barrel.

 

Operating Expenses

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Operating expenses – energy     9,441       12,506  
Operating expenses – non-energy     28,488       23,842  
Operating expenses     37,929       36,348  
Operating expenses – energy ($/bbl)     6.03       6.92  
Operating expenses – non-energy ($/bbl)     18.18       13.18  
Operating expenses ($/bbl)     24.21       20.10  

 

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, enhance oil production 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 March 31, 2025, operating expenses per bbl increased 20% (or $4.11/bbl) to $24.21/bbl compared to $20.10/bbl in the same quarter of 2024. Energy costs per bbl decreased 13% (or $0.89/bbl) to $6.03/bbl due to lower natural gas and benchmark power prices. Non-energy costs increased 38% (or $5.00/bbl) due to higher staffing costs following the transition from stock-based compensation to annual cash bonuses and higher maintenance costs.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 7


 

 

 

Depletion and Depreciation Expenses

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Depletion     21,561       17,980  
Depreciation     56       23  
Depletion and depreciation expense     21,617       18,003  
- ($/bbl)     13.80       9.96  

 

The Company’s depletion and depreciation increased 20% (or $3.6 million) for the three months ended March 31, 2025, to $21.6 million compared to $18.0 million for the same period of 2024. The increase 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
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Gross profit (loss)(2)     34,392       (12,068 )
Depletion     21,561       17,980  
Loss (gain) on risk management contracts     (5,248 )     47,534  
Operating netback, excluding realized gain (loss) on risk management contracts(1)     50,705       53,446  
Realized loss on risk management contracts     (1,101 )     (8,797 )
Operating netback(1)     49,604       44,649  
Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(1)     32.37       29.55  
Operating netback ($/bbl)(1)     31.67       24.69  

 

(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 increased 28% (or $6.98/bbl) for the three months ended March 31, 2025, to $31.67/bbl compared to $24.69/bbl in the same quarter of 2024. The increase was driven by a higher Canadian-denominated WCS benchmark price and a narrowing differential to WTI, resulting in higher per-barrel oil sales and lower per-barrel diluent costs.

 

Gross Profit (Loss)(1)

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Oil sales, net of royalties     176,813       194,675  
Gain (loss) on risk management contracts     5,248       (47,534 )
      182,061       147,141  
Diluent expense     (73,994 )     (91,682 )
Transportation and marketing     (14,185 )     (13,199 )
Operating expenses     (37,929 )     (36,348 )
Depletion     (21,561 )     (17,980 )
Gross profit (loss)(1)     34,392       (12,068 )
Gross profit (loss) ($/bbl)(1)     21.96       (6.67 )

 

(1) Supplementary financial measure or ratio. Refer to the “Supplementary Financial Measures” section of this MD&A.

 

Gross profit increased by $46.5 million for the three months ended March 31, 2025, to $34.4 million compared to a gross loss of $12.1 million in the same quarter of 2024. This increase was due to gains on risk management contracts, offset by lower oil sales, net of royalties for the three months ended March 31, 2025, compared to the same period of 2024.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 8


 

 

 

General & Administrative Expenses (“G&A”)

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
General and administrative expenses     9,407       4,749  
- ($/bbl)     6.01       2.63  

 

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 March 31, 2025, G&A expenses increased by 98% (or $4.7 million) to $9.4 million compared to $4.7 million for the same period of 2024. The three months ended March 31, 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 relates to employee incentive compensation that will be comprised solely of an annual cash bonus displacing the prior year equity grants following the suspension of the omnibus share incentive plan in January of 2025 Refer to the “Stock-Based Compensation” section of this MD&A for further information.

 

Stock-Based Compensation

 

    Three months ended
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Stock-based compensation     1,252       852  
- ($/bbl)     0.80       0.47  

 

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.

 

The Company recorded stock-based compensation of $1.3 million in relation to share awards issued under the Incentive Plan during the three months ended March 31, 2025, compared to $0.9 million for the same period during 2024.

 

Financing and Interest Expenses

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Interest expense     10,525       12,994  
Accretion     1,755       2,462  
Financing and interest expenses     12,280       15,456  

 

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 March 31, 2025, financing and interest expenses decreased by 21% (or $3.2 million) to $12.3 million compared to $15.5 million for the same quarter of 2024. The decrease was primarily due to lower interest on the reduced 2028 Notes principal balance following the July 2024 repayment.

 

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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 9


 

 

 

Exploration Expenses

 

The Company’s exploration expenses primarily consist of escalating mineral lease rentals on undeveloped lands. Exploration expenses were generally consistent between the first quarters of 2025 ($0.7 million) and 2024 ($0.6 million).

 

Other Income

 

Other income primarily consists of interest earned on the Company’s cash and cash equivalent balances. Other income for the three months ended March 31, 2025, was $0.7 million, compared to other income of $1.4 million for the same period in 2024.

 

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 months ended March 31, 2025, Greenfire recorded foreign exchange gain of $0.0 million, compared to a loss of $8.3 million for the comparative period in 2024. The variance was primarily driven by the revaluation of the US$ denominated 2028 Notes.

 

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. The 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 a non-cash gain of $8.0 million for the three months ended March 31, 2025, compared to a loss of $6.4 million for the same period of 2024. The 2025 gain primarily reflects a decrease in the closing price of the Company’s common shares on March 31, 2025, relative to December 31, 2024.

 

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 months ended March 31, 2025, Greenfire recognized a deferred income tax expense of $3.2 million.

 

Net Income (loss) and Comprehensive Income (Loss) and Adjusted EBITDA(1)

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Net income (loss) and comprehensive income (loss)     16,163       (46,915 )
Add (deduct):                
Income tax expense     3,210       -  
Unrealized (gain) loss on risk management contracts     (6,349 )     38,737  
Stock-based compensation     1,252       852  
Financing and interest     12,280       15,456  
Depletion and depreciation     21,617       18,003  
Non-recurring transactions(2)     1,853       -  
Loss (gain) on revaluation of warrants     (7,996 )     6,379  
Foreign exchange loss (gain)     (44 )     8,275  
Other income     (670 )     (1,441 )
Adjusted EBITDA(1)     41,316       39,346  
Adjusted EBITDA(1) ($/bbl)     26.38       21.77  

 

(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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 10


 

 

 

For the three months ended March 31, 2025, Greenfire generated net income of $16.2 million compared to a net loss of $46.9 million in the same quarter of 2024, an increase of $63.1 million. The majority of this increase relates to unrealized gains (losses) on risk management contracts and the revaluation of warrants.

 

Net income (loss) and comprehensive income (loss) is a GAAP measure, which is the most directly comparable measure to Adjusted EBITDA. Adjusted EBITDA increased 5% (or $2.0 million) for the three months ended March 31, 2025, to $41.3 million compared to $39.3 million for the same quarter of 2024. The increase was driven by a higher Canadian-denominated WCS benchmark price and a narrowing differential to WTI, resulting in higher per-barrel oil sales and lower per-barrel diluent costs.

 

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 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.

 

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 March 31, 2025

 

    WTI- Costless Collar     WTI Fixed Price Swaps  
Term   Volume
 (bbls/d)
    Put Strike
Price
(C$/bbl)
    Call Strike
Price
(C$/bbl)
    Volume
(bbls/d)
    Swap Price
(C$/bbl)
 
Q2 2025     -       -       -       9,450     $ 100.84  
Q3 2025     -       -       -       9,450     $ 101.00  
Q4 2025     -       -       -       9,450     $ 100.85  
Q1 2026     4,951     $ 81.89     $ 100.16       2,549     $ 96.95  

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 11


 

 

 

Financial Risk Management Contracts Subsequent to March 31, 2025

 

Subsequent to March 31, 2025 Greenfire entered into the following financial commodity risk management contracts:

 

    WCS Differential Swaps  
Term   Volume
(bbls/d)
    Swap Price
(US$/bbl)
 
Q3 2025     12,600     $ (10.90 )
Q4 2025     5,000     $ (13.50 )

 

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, and accounts payables and accrued liabilities. As at March 31, 2025, Greenfire’s net foreign exchange risk exposure was US$217.5 million liability and a 10% change in the foreign exchange rate would result in a $31.3 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.

 

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 March 31, 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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 12


 

 

 

Long Term Debt

 

On September 20, 2023, Greenfire issued US$300 million of senior secured notes (the “2028 Notes”). The 2028 Notes bear interest at the fixed rate of 12.00% per annum payable semi-annually, have a term of five years maturing on October 1, 2028, and are secured by a second priority lien on the Company’s assets, junior to the Senior Credit Facility and financial risk management contracts with 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 March 31, 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. The next redemption, if applicable, is due by September 3, 2025.

 

As at March 31, 2025, the carrying value of the Company’s long-term debt was $329.6 million and the fair value was $364.1 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 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, 2025. 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, 2026. 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 Q1 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 March 31, 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 March 31, 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)

 

    March 31,     December 31,  
($ thousands)   2025     2024  
Current assets     153,150       144,238  
Current liabilities     (93,036 )     (335,859 )
Working capital surplus (deficit)     60,114       (191,621 )
Current portion of risk management contracts     (6,101 )     248  
Current portion of long-term debt     12,195       248,489  
Adjusted working capital surplus(1)     66,208       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.

 

Working capital surplus (deficit) is a GAAP measure that is the most directly comparable measure to adjusted working capital surplus (deficit).

 

As of March 31, 2025, working capital increased to a surplus of $60.1 million, compared to a deficit of $191.6 million at December 31, 2024, representing an improvement of $251.7 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 $66.2 million as at March 31, 2025, from $57.1 million as at December 31, 2024. The increase was primarily due to a reduction in the warrant liability.

 

Share Capital

    May 6,     March 31,     December 31,  
(thousands of shares, units, or warrants)   2025     2025     2024  
Common shares     70,230       69,922       69,718  
Warrants     7,527       7,527       7,527  
Performance warrants (“PWs”)(1)     180       780       2,520  
Deferred share units (“DSUs”)     21       21       21  
Performance share units (“PSUs”)     556       577       875  
Restricted share units (“RSUs”)     101       102       136  

 

(1) Performance warrants outstanding at May 6, 2025, are held by officers and employees subject to a trading blackout. These performance warrants are expected to expire after the trading blackout in accordance with the relevant agreements.

 

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 Q1 Management’s Discussion and Analysis | 14


 

 

 

Following the Change of Control Transaction, on February 7, 2025, the Company’s Board of Directors exercised its discretion to accelerate the expiry of all performance warrants to April 30, 2025. The performance warrants were fully expensed when they vested on September 20, 2023.

 

Cash Flow Summary

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Cash provided (used) by:            
Operating activities     34,673       17,064  
Financing activities     (1,937 )     (51 )
Investing activities     (27,814 )     (37,681 )
Exchange rate impact on cash and cash equivalents held in foreign currency     (103 )     1,377  
Change in cash and cash equivalents     4,819       (19,291 )

 

Cash Provided by Operating Activities

 

Cash provided by operating activities in the first quarter of 2025 was $34.7 million, compared to cash provided by operating activities of $17.1 million in the same period in 2024. The increase primarily relates to changes in 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 first quarter of 2025 was $1.9 million, compared to $0.1 million in the same period of 2024. The increase relates to higher lease payments during the three months ended March 31, 2025.

 

Cash Used in Investing Activities

 

Cash used in investing activities for first quarter of 2025 was $27.8 million, compared to cash flow used in investing activities of $37.7 million in the same period of 2024. The decrease is attributable to lower capital expenditures during the three months ended March 31, 2025, compared to same period of 2024.

 

Capital Expenditures(1)

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Property, plant and equipment expenditures     26,299       31,920  
Acquisitions     -       2,529  
Capital expenditures(1)     26,299       34,449  

 

(1) Supplementary financial measure. Refer to the “Supplementary Financial Measures” section of this MD&A.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 15


 

 

 

Adjusted Funds Flow(1) and Adjusted Free Cash Flow(1)

 

    Three months ended
March 31,
 
($ thousands)   2025     2024  
Cash provided by operating activities     34,673       17,064  
Non-recurring transactions(2)     1,853       -  
Changes in non-cash working capital     (5,082 )     10,525  
Adjusted funds flow(1)     31,444       27,589  
Property, plant and equipment expenditures     (26,299 )     (31,920 )
Acquisitions     -       (2,529 )
Adjusted free cash flow(1)     5,145       (6,860 )

 

(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) Non-recurring transactions relate to a reimbursement to WEF for legal fees associated with a shareholder rights plan and related hearings before the Alberta Securities Commission, see “Related Party Transaction” section of this MD&A.

 

Adjusted funds flow was $31.4 million, during the three months ended March 31, 2025, compared to $27.6 million during the same period in 2024. The increase in adjusted funds flow relates to higher adjusted EBITDA(1) and lower interest expense compared to 2024.

 

Adjusted free cash flow(1) was $5.1 million, during the three months ended March 31, 2025, compared to $(6.9) million during the same period in 2024. The increase relates to higher adjusted funds flow and lower capital expenditures(2) in the first quarter of 2025 compared to the same quarter in 2024.

 

RELATED PARTY TRANSACTION

 

Following the Change of Control Transaction, Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with the Company’s adoption of a shareholder rights plan and related hearings before the Alberta Securities Commission, in which WEF was successful. These events ultimately led to the Change of Control Transaction and the reconstitution of the Company’s Board of Directors. The reimbursement was reviewed and approved by the independent members of the Company’s Board of Directors.

 

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.

 

 

(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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 16


 

 

 

SUMMARY OF QUARTERLY RESULTS

 

    2025     2024     2023  
($ thousands, unless otherwise noted)   Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
BUSINESS ENVIRONMENT(1)                                                                
WTI (US$/bbl)     71.42       70.27       75.09       80.57       76.96       78.32       82.26       73.78  
WTI (C$/bbl)     102.47       98.32       102.42       110.25       103.80       106.66       110.31       99.09  
WCS (C$/bbl)     84.29       80.75       83.94       91.63       77.76       76.85       93.00       78.75  
AECO (C$/GJ)     2.05       1.40       0.65       1.12       2.36       2.18       2.46       2.32  
FX (USD:CAD)(2)     1.435       1.399       1.364       1.368       1.349       1.362       1.341       1.343  
OPERATING RESULTS                                                                
Bitumen production (bbls/d)     17,495       19,384       19,125       18,993       19,667       17,335       14,670       18,036  
FINANCIAL RESULTS                                                                
Oil sales     183,637       208,895       193,643       219,444       200,990       161,730       160,967       173,605  
Oil sales ($/bbl)     82.10       79.00       83.01       89.93       75.41       71.04       89.96       75.12  
Operating expenses     37,929       40,864       40,655       34,997       36,348       35,084       38,442       35,675  
Operating expenses ($/bbl)     24.21       21.83       23.90       20.42       20.10       22.05       29.12       21.79  
Gross profit (loss)(3)     34,392       26,471       76,772       58,581       (12,068 )     29,150       28,919       31,799  
Operating netback(4)     49,604       65,183       57,833       62,872       44,649       27,353       50,254       37,747  
Operating netback ($/bbl)(4)     31.67       34.81       34.00       36.68       24.69       17.19       38.08       23.05  
Adjusted EBITDA(4)     41,316       62,472       53,388       58,423       39,346       23,434       46,434       34,389  
Net income (loss) and comprehensive income (loss)     16,163       78,562       58,916       30,848       (46,915 )     (4,659 )     (138,689 )     24,355  
Per share - basic     0.23       1.13       0.85       0.45       (0.68 )     (0.07 )     (2.72 )     0.50  
Per share - diluted     0.23       1.09       0.82       0.43       (0.68 )     (0.07 )     (2.72 )     0.35  
Cash provided by (used in) operating activities     34,673       60,195       (17,875 )     85,163       17,064       25,530       41,873       23,640  
Adjusted funds flow(4)     31,444       52,950       44,104       47,207       27,589       10,517       36,173       23,460  
Capital expenditures(3)     26,299       13,161       21,175       23,009       34,449       19,413       9,587       1,911  
Adjusted free cash flow(4)     5,145       39,789       22,929       24,198       (6,860 )     (8,896 )     26,586       21,549  
FINANCIAL POSITION                                                                
Cash and cash equivalents     72,238       67,419       37,709       159,977       90,234       109,525       65,976       36,882  
Restricted cash     -       -       -       -       -       -       43,779       47,363  
Total assets     1,270,152       1,257,471       1,163,759       1,247,106       1,193,953       1,173,483       1,198,889       1,153,021  
Total non-current financial liabilities     338,990       100,181       244,727       301,623       337,999       348,200       331,273       194,891  
Total debt     329,627       328,930       308,561       396,584       387,966       376,350       382,842       246,805  
Shareholders’ equity     838,126       821,431       742,384       681,118       648,156       695,000       699,657       846,098  

 

(1) These benchmark prices are not the Company’s realized sales prices and represent approximate values.
(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 Q1 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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 18


 

 

 

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.

 

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
March 31,
 
($ thousands, unless otherwise noted)   2025     2024  
Oil sales     183,637       200,990  
Diluent expense     (73,994 )     (91,682 )
Oil transportation expense     (10,773 )     (10,917 )
Oil sales after diluent and transportation expense     98,870       98,391  
Royalties     6,824       6,315  
Effective royalty rate     6.90 %     6.42 %

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 19


 

 

 

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.

 

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 deprecation 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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 20


 

 

 

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 March 31, 2025:

 

($ thousands)   1 Year     2-3 Years     4-5 Years     Thereafter     Total  
Accounts payable and accrued liabilities     64,083       -       -       -       64,083  
Lease liabilities(1)     6,922       826       2,239       778       10,765  
Long-term debt(2)     12,195       129,913       201,427       -       343,535  
Financial liabilities     83,200       130,739       203,666       778       418,383  
Transportation commitments     33,861       65,056       65,769       240,529       405,215  
Other commitments     5,766       920       598       1,122       8,406  
Total future payments     122,827       196,715       270,033       242,429       832,004  

 

(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.

 

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 March 31, 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 March 31, 2025.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 21


 

 

 

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 is pursuing capital-efficient growth through the optimization of existing production, facilities and reserves to maximize free cash flow generation; Greenfire’s plans including development and maintenance plans for the Expansion Asset and the Demo Asset and development and construction around the CPF and the anticipated timing thereof; the production impact from one of four steam generation units being offline and the expectation that it can be restored and operational by year-end 2025; expected production and capital expenditures and mitigation strategies to address production declines at the Expansion Asset; the potential impact of regulatory actions by the AER on the Company’s business, operations, production, reserves estimates and financial condition and plans to restore compliance with sulphur dioxide emissions requirements, including through the purchase of sulphur removal facilities at the Expansion Asset; 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; and statements relating to the business and future activities of the Company after the date of this MD&A.

 

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; 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.

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 22


 

 

 

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 Q1 Management’s Discussion and Analysis | 23


 

 

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
DSUs Deferred Share Units
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
PSUs Performance Share Units
PWs Performance Warrants
RSUs Restricted Share Units
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 Q1 Management’s Discussion and Analysis | 24


 

 

CORPORATE INFORMATION    
     
Directors   Solicitors
     
Adam Waterous(1)(4)   Blake, Cassels & Graydon LLP
W. Derek Aylesworth(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    
Brian Heald   Scale LLP
David Knight-Legg   86147, 750 – North Saint Paul Street Ste 250
    Dallas, Texas, United States
(1) Executive Chair of the Board of Directors   75201
(2) Chair of the Audit Committee    
(3) Chair of the Reserves Committee and Lead Director   Bankers
(4) Chair of the Compensation and Governance Committee    
    Bank of Montreal
Officers   595 – 8th Avenue SW
    Calgary, Alberta, Canada
Colin Germaniuk, P.Eng   T2P 1G1
President  
    Auditor
Tony Kraljic, CA  
Chief Financial Officer   Deloitte LLP
    700, 850 – 2nd Street S.W.
Jonathan Kanderka, P.Eng   Calgary, Alberta, Canada
Chief Operating Officer   T2P 0R8
   
Charles R. Kraus   Reserve Engineers
Corporate Secretary  
    McDaniel & Associates Consultants Ltd.
Head Office   2200, 255 – 5th Avenue S.W.
    Calgary, Alberta, Canada
1900, 205 – 5th Avenue SW,   T2P 3G
Calgary, Alberta, Canada  
T2P 2V7  
www.greenfireres.com  
NYSE: GFR    
TSX: GFR    

 

 

 

Greenfire Resources Ltd. 2025 Q1 Management’s Discussion and Analysis | 25

 

 

 

 

EX-99.3 4 ea024117001ex99-3_greenfire.htm NEWS RELEASE DATED MAY 6, 2025

Exhibit 99.3

 

 

Greenfire Resources Reports First 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 – May 6, 2025 – Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”), today reported its operating and financial results for the quarter ended March 31, 2025 (“Q1 2025”). The unaudited condensed interim consolidated financial statements and notes for the three months ended March 31, 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.

 

Q1 2025 Highlights

 

Bitumen production of 17,495 bbls/d

 

Cash provided by operating activities of $34.7 million and Adjusted funds flow(1) of $31.4 million

 

Capital expenditures(2) of $26.3 million

 

Adjusted free cash flow(1) of $5.1 million

 

Financial & Operating Highlights

 

    Three Months Ended  
($ thousands, unless otherwise indicated)   March 31,
2025
    March 31,
2024
    December 31,
2024
 
WTI (US$/bbl)     71.42       76.96       70.27  
WCS differential to WTI (US$/bbl)     (12.67 )     (19.31 )     (12.56 )
WCS Hardisty (C$/bbl)     84.29       77.76       80.75  
Average FX Rate (C$/US$)     1.4348       1.3488       1.3992  
Bitumen production (bbls/d)     17,495       19,667       19,384  
Oil sales     183,637       200,990       208,895  
Royalties     (6,824 )     (6,315 )     (7,091 )
Realized gains (losses) on risk management contracts     (1,101 )     (8,797 )     1,024  
Diluent expense     (73,994 )     (91,682 )     (83,030 )
Transportation and marketing     (14,185 )     (13,199 )     (13,751 )
Operating expenses     (37,929 )     (36,348 )     (40,864 )
Operating netback(1)     49,604       44,649       65,183  
Operating netback(1) ($/bbl)     31.67       24.69       34.81  
Net income (loss) and comprehensive income (loss)     16,163       (46,915 )     78,562  
Cash provided by operating activities     34,673       17,064       60,195  
Adjusted funds flow(1)     31,444       27,589       52,950  
Capital expenditures(2)     (26,299 )     (34,449 )     (13,161 )
Adjusted free cash flow(1)     5,145       (6,860 )     39,789  
Cash and cash equivalents     72,238       90,234       67,419  
Available credit facilities(3)     50,000       50,000       50,000  
Net debt(1)     (253,111 )     (298,704 )     (253,510 )
Common shares (‘000 of shares)     69,922       68,974       69,718  

 

(1) Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. 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 March 31, 2025, March 31, 2024, or December 31, 2024.

 

 


 

     

 

Q1 2025 Review

 

Greenfire’s average production for Q1 2025 was 17,495 bbls/d, a 10% decrease from Q4 2024 and below 19,667 bbls/d reported in Q1 2024.

 

Expansion Asset: Production in the first quarter of 2025 decreased by 21% compared to the previous quarter to 12,613 bbls/d, primarily due to steam generation downtime and production declines following the 2024 Refill program.

 

Demo Asset: Production in the first quarter of 2025 increased by 46% compared to the previous quarter to 4,882 bbls/d, driven by the activation of additional redevelopment wells and the startup of the second disposal well in Q4 2024.

 

Hangingstone Facilities: Bitumen Production Results

 

(bbls/d)

  Q1 2025     Q1 2024     Q4 2024  
Expansion Asset     12,613       17,361       16,047  
Demo Asset     4,882       2,306       3,337  
Consolidated     17,495       19,667       19,384  

 

Capital expenditures for Q1 2025 totaled $26.3 million, compared to $34.4 million in the same period of the prior year. Adjusted free cash flow was $5.1 million for Q1 2025, an improvement from negative $6.9 million in Q1 2024, primarily driven by more favorable WCS Hardisty differentials and lower capital expenditures.

 

Operational Update

 

Production and Steam Generation Updates

 

The Company’s production for Q2 2025 to date is approximately 15,650 bbls/d due to steam generation downtime and base production declines at the Expansion Asset. At present, one of the four steam generation units is offline, with an associated production impact of approximately 1,500 to 2,250 bbls/d. The Company is targeting restoring the offline steam generator by year-end 2025 and is implementing mitigation strategies to reduce production impacts during this period.

 

Emissions Reporting and Regulatory Engagement

 

Greenfire continues to engage in discussions with the Alberta Energy Regulator (“AER”) regarding previously reported sulphur dioxide emissions that exceed regulatory limits at the Expansion Asset. The Company takes its regulatory obligations very seriously and has ordered sulphur removal facilities at the Expansion Asset, at a total estimated cost of $15 million ($20 million on a 100% working interest basis), with installation and commissioning targeted for Q4 2025. Greenfire anticipates that this measure will restore compliance with the sulphur dioxide emissions requirements at the Expansion Asset in a safe and efficient manner.

 

Progress Update on Future Development Plans

 

The Company is advancing its evaluation of development plans, capital expenditures, and operational strategies for the Hangingstone Facilities. To address production declines at the Expansion Asset, the Company plans to construct new well pad locations and drill well pairs on the undeveloped reservoir northeast of the Central Processing Facility (the “CPF”). Final investment decision remains subject to approval by Greenfire’s board of directors (the “Board of Directors”) (see Exhibit 1). If the project is approved, drilling of these well pairs could begin as early as Q4 2025. The Company is evaluating additional development targets to the southeast of the CPF to support further production growth. At the Demo Asset, future developments are expected to focus on optimizing base production.

 

2


 

 

Exhibit 1: Expansion Asset – Development Plan Locations Currently Under Evaluation

 

- Undeveloped reservoir northeast and southeast of the CPF (orange)

 

 

 

Corporate Update

 

The Company’s strategic review process, overseen by a Special Committee of independent directors, has completed with Greenfire electing to continue as a public company. The Company remains dedicated to maximizing shareholder value through investment in growth at the Hangingstone Facilities and is focused on increasing net present value per share as well as optimizing return on equity for Greenfire shareholders.

 

Mr. Derek Aylesworth is not standing for re-election to the Board of Directors at the annual meeting of Greenfire shareholders on May 6, 2025 (the “Meeting”). Following the Meeting, Mr. Brian Heald, if elected, will become the Chair of the audit committee of the Board of Directors (the “Audit Committee”), and Mr. David Knight Legg, if elected, will join Mr. Tom Ebbern and Mr. Heald on the Audit Committee.

 

Greenfire has hedges in place for 9,450 bbls/d of WTI at approximately $100.90 per barrel through 2025, providing a stable financial foundation for capital investments amidst market volatility. In April 2025, the Company hedged the WCS Hardisty differential, securing 12,600 bbl/d for Q3 2025 at US$10.90/bbl and 5,000 bbl/d for Q4 2025 at US$13.50/bbl. The Company will continue to assess market conditions to identify additional hedging opportunities.

 

Conference Call Details

 

Greenfire plans to host a conference call on Wednesday, May 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 Q1 2025 results as well as host a question-and-answer session with investors.

 

Date: Wednesday, May 7, 2025
     
Time: 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time)
     
Webcast Link: https://www.gowebcasting.com/14029
     
Dial In: 1-800-806-5484 or 1-416-340-2217
     
o Participant passcode: 4906082#

 

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  
    March 31,     March 31,     December 31,  
($ thousands, unless otherwise noted)   2025     2024     2024  
Gross profit (loss)(1)     34,392       (12,068 )     26,471  
Depletion(1)     21,561       17,980       28,767  
Gain (loss) on risk management contracts     (5,248 )     47,534       8,921  
Operating netback, excluding realized gain (loss) on risk management contracts     50,705       53,446       64,159  
Realized gain (loss) on risk management contracts     (1,101 )     (8,797 )     1,024  
Operating netback     49,604       44,649       65,183  
Operating netback ($/bbl)     31.67       24.69       34.81  

 

(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.

 

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.

 

4


 

 

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  
    March 31,     March 31,     December 31,  
($ thousands, unless otherwise noted)   2025     2024     2024  
Cash provided by operating activities     34,673       17,064       60,195  
Non-recurring transactions(1)     1,853       -       6,661  
Changes in non-cash working capital     (5,082 )     10,525       (13,906 )
Adjusted funds flow     31,444       27,589       52,950  
Property, plant and equipment expenditures     (26,299 )     (31,920 )     (12,485 )
Acquisitions     -       (2,529 )     (676 )
Adjusted free cash flow     5,145       (6,860 )     39,789  

 

(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.

 

    March 31,     March 31,     December 31,  
($ thousands)   2025     2024     2024  
Long-term debt     (317,432 )     (313,373 )     (80,441 )
Current assets     153,150       158,304       144,238  
Current liabilities     (93,036 )     (207,798 )     (335,859 )
Current portion of risk management contracts     (6,101 )     39,154       248  
Current portion of warrant liability     10,308       25,009       18,304  
Net debt     (253,111 )     (298,704 )     (253,510 )

 

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.

 

5


 

 

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  
    March 31,     March 31,     December 31,  
($ thousands, unless otherwise noted)   2025     2024     2024  
Oil sales, net of royalties     176,813       194,675       201,804  
Gain (loss) on risk management contracts     5,248       (47,534 )     (8,921 )
      182,061       147,141       192,883  
Diluent expense     (73,994 )     (91,682 )     (83,030 )
Transportation and marketing     (14,185 )     (13,199 )     (13,751 )
Operating expenses     (37,929 )     (36,348 )     (40,864 )
Depletion     (21,561 )     (17,980 )     (28,767 )
Gross profit (loss)     34,392       (12,068 )     26,471  

 

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  
    March 31,     March 31,     December 31,  
($ thousands, unless otherwise noted)   2025     2024     2024  
Property, plant and equipment expenditures     26,299       31,920       12,485  
Acquisitions     -       2,529       676  
Capital expenditures     26,299       34,449       13,161  

 

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.

6


 

 

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 and maintenance plans for the Expansion Asset and the Demo Asset and development and construction plans around the CPF and the anticipated timing thereof; the production impact from one of four steam generation units being offline and the expectation that it can be restored and operational by year-end 2025; successful execution of the company’s strategy and operational goals; expected production and capital expenditures in 2025 and mitigation strategies to address production declines at the Expansion Asset; the potential impact of regulatory actions by the AER on the Company’s business, operations, production, reserves estimates and financial condition and plans to restore compliance with sulphur dioxide emissions requirements, including through the purchase of sulphur removal facilities at the Expansion Asset; anticipated changes to the Board of Directors and Audit Committee after the Meeting; and statements relating to the business and future activities of the Company after the date of this press release.

 

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.

 

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 March 31, 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

 

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