Group 1 - Greenfire Resources Ltd. held its annual meeting of shareholders on May 6, 2025, in Calgary, Alberta, where voting results were announced [1][2] - A total of 56,586,107 Common Shares, representing approximately 80.93% of the issued and outstanding shares, were voted at the meeting [3] - All matters presented at the meeting, including the election of seven directors, were approved [3] Group 2 - The following nominees were elected as directors, with their respective votes for and withheld percentages: - Adam Waterous: 91.67% for, 8.33% withheld - Tom Ebbern: 93.67% for, 6.33% withheld - Henry Hager: 92.55% for, 7.45% withheld - Brian Heald: 93.67% for, 6.33% withheld - Andrew Kim: 91.86% for, 8.14% withheld - David Knight Legg: 93.67% for, 6.33% withheld - David Roosth: 91.86% for, 8.14% withheld [4] Group 3 - Deloitte LLP was appointed as the auditors of Greenfire until the close of the next annual meeting, with remuneration to be determined by the directors [6] Group 4 - Greenfire is an oil sands producer focused on developing long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada [7] - The company aims to leverage its large resource base and significant infrastructure to achieve capital-efficient production growth [7]

Core Viewpoint - Greenfire Resources Ltd. reported its Q1 2025 financial and operational results, highlighting a decrease in production and changes in financial metrics compared to previous periods [3][4][9]. Financial & Operating Highlights - Average WTI price for Q1 2025 was $71.42 per barrel, down from $76.96 in Q1 2024 [4]. - Bitumen production averaged 17,495 bbls/d, a 10% decrease from Q4 2024 and a 21% decrease from Q1 2024 [9][12]. - Oil sales totaled $183.6 million, down from $200.99 million in Q1 2024 [4][36]. - Net income for Q1 2025 was $16.16 million, compared to a loss of $46.92 million in Q1 2024 [7]. - Cash provided by operating activities was $34.67 million, an increase from $17.06 million in Q1 2024 [7][30]. - Adjusted free cash flow improved to $5.1 million from a negative $6.86 million in Q1 2024 [6][10]. Production and Operational Updates - Production for Q2 2025 to date is approximately 15,650 bbls/d due to steam generation downtime [11]. - The Expansion Asset's production decreased by 21% to 12,613 bbls/d in Q1 2025, while the Demo Asset's production increased by 46% to 4,882 bbls/d [12][10]. - The company plans to restore an offline steam generator by year-end 2025 [11]. Capital Expenditures and Future Development Plans - Capital expenditures for Q1 2025 were $26.3 million, down from $34.4 million in the same period of the prior year [10][39]. - The company is evaluating development plans for the Hangingstone Facilities, with potential drilling of new well pairs starting as early as Q4 2025 [14]. Regulatory Engagement and Emissions Reporting - Greenfire is in discussions with the Alberta Energy Regulator regarding sulphur dioxide emissions exceeding regulatory limits and has ordered sulphur removal facilities at the Expansion Asset [12][13]. Strategic Review and Corporate Update - The strategic review process has concluded, with the decision to continue as a public company focused on maximizing shareholder value [18]. - The company has hedges in place for 9,450 bbls/d of WTI at approximately $100.90 per barrel through 2025 [18].

Core Insights - Greenfire Resources Ltd. reported significant growth in its reserves and production for the year ending December 31, 2024, with proved reserves increasing by 28% to 234.7 million barrels and proved plus probable reserves rising by 72% to 408.6 million barrels [6][19]. - The company achieved a bitumen production rate of 19,292 barrels per day for the full year 2024, with a fourth-quarter average of 19,384 barrels per day, reflecting a 1% increase from the previous quarter [10][11]. - Financially, Greenfire reported cash provided by operating activities of $144.5 million and adjusted funds flow of $171.9 million for the full year 2024, alongside capital expenditures totaling $91.8 million [6][10]. Reserves and Production - Proved ("1P") and proved plus probable ("2P") reserves as of December 31, 2024, were 234.7 million barrels and 408.6 million barrels, respectively, marking growth of 28% and 72% compared to the previous year [6][20]. - The company has a 58-year 2P Reserve Life Index, indicating a long-term production outlook [6]. - Bitumen production for the fourth quarter of 2024 averaged 19,384 barrels per day, with full-year production averaging 19,292 barrels per day [10][11]. Financial Performance - Cash provided by operating activities for Q4 2024 was $60.2 million, with adjusted funds flow of $53.0 million [7][10]. - The company reported adjusted free cash flow of $39.8 million for Q4 2024 and $80.1 million for the full year 2024 [10][11]. - Net income for Q4 2024 was $78.6 million, compared to a loss of $4.7 million in Q4 2023, reflecting a significant turnaround [7][10]. Capital Expenditures and Cash Flow - Capital expenditures for the fourth quarter of 2024 totaled $13.2 million, with full-year capital expenditures amounting to $91.8 million [10][11]. - The adjusted free cash flow for the full year 2024 was $80.1 million, indicating strong cash generation capabilities [10][11]. Operational Updates - The company is currently addressing production challenges at the Expansion Asset due to ongoing steam generation equipment repairs, which have impacted output [13][14]. - Future development plans include drilling new well pairs on undeveloped reservoirs and optimizing base production at the Demo Asset [14][21]. Emissions and Regulatory Engagement - Following changes in leadership, the company reported potential underreporting of sulphur dioxide emissions and is in discussions with the Alberta Energy Regulator regarding compliance and potential remedies [15][16]. Market and Pricing - The average WTI price for Q4 2024 was $70.27 per barrel, down from $78.32 in Q4 2023, while the WCS Hardisty differential to WTI was $(12.56) per barrel [7][10]. - The company has implemented a new WTI hedging program to enhance price certainty for its production [21].

Core Insights - INNOVATE Corp. announced the approval of the MediBeacon® TGFR Monitor and TGFR Sensor by the National Medical Products Administration (NMPA) in China for kidney function assessment in patients with normal or impaired renal function [1] - The Lumitrace® (relmapirazin) injection is under review in China, with a target approval date set for late 2025 [1] - The TGFR technology, which includes Lumitrace, is a non-invasive method for assessing kidney function by measuring the clearance rate of a fluorescent agent [1][10] Regulatory and Clinical Developments - The NMPA granted the TGFR Innovative Medical Device Designation in 2021, with only 10% of applications receiving this designation, allowing for early product promotion [2] - Recent studies published in the Clinical Kidney Journal and the Journal of the American Society of Nephrology highlight the effectiveness of relmapirazin in accurately classifying Chronic Kidney Disease (CKD) stages, revealing that over one-third of subjects had misclassified eGFR [3][4][6] Technological Advancements - The TGFR system is the first of its kind for point-of-care kidney function assessment, utilizing a wearable, transdermal device that does not require blood samples [5][10] - The fluorescence-based test demonstrated a strong correlation (r² = 0.90) with plasma mGFR across various skin types, indicating its potential for equitable kidney function assessment [5] Company Background - INNOVATE Corp. operates in three key areas: Infrastructure, Life Sciences, and Spectrum, employing approximately 4,000 people [7] - MediBeacon specializes in fluorescent tracer agents and their transdermal detection, holding over 55 granted U.S. patents and more than 215 patents worldwide [8]

Core Points - Greenfire Resources Ltd. announced the expiration of its change of control offer for its 12.000% Senior Secured Notes due 2028, which ended on February 19, 2025, without extension [1] - A total of $5,000 in aggregate principal amount of the Notes was validly tendered and accepted for purchase, with settlement scheduled for February 24, 2025 [2] - The change of control was triggered by Waterous Energy Fund acquiring a 56.5% interest in Greenfire on December 23, 2024, necessitating the offer to purchase the Notes at 101% of their principal amount plus accrued interest [3] Company Overview - Greenfire is a junior oil sands producer focused on developing long-life and low-decline thermal oil assets in the Athabasca region of Alberta, Canada, aiming for capital-efficient production growth [5]

Core Viewpoint - Greenfire Resources Ltd. has announced the appointment of Colin Germaniuk as President and Adam Waterous as Executive Chairman, marking a significant leadership transition within the company [1][3]. Group 1: Leadership Changes - Colin Germaniuk has extensive experience in thermal oil operations, previously serving at Serafina Energy Ltd., where he helped grow production from zero to approximately 40,000 barrels per day [2]. - Adam Waterous expressed confidence in Germaniuk's leadership capabilities, highlighting his operational expertise and track record in driving safe and capital-efficient operations [3]. - The leadership transition will see the departure of Robert Logan, the current President and CEO, along with three Senior Vice Presidents, while Tony Kraljic and Jonathan Kanderka will retain their roles as CFO and COO, respectively [3]. Group 2: Company Overview - Greenfire is a junior producer in the Athabasca oil sands, focusing on long-life, low-decline thermal assets, and aims to leverage its resource base for capital-efficient production growth [4].

Core Points - Waterous Energy Fund Corp. has increased its interest in Greenfire Resources Ltd. to 56.5% of the issued and outstanding common shares through an acquisition [3] - Greenfire Resources has initiated a Change of Control Offer for its 12.000% Senior Secured Notes due 2028, following the acquisition [9][10] - The Change of Control Offer will commence on December 27, 2024, and will expire on February 19, 2025, with a withdrawal deadline of February 20, 2025 [4] Offer Details - The consideration for each US$1,000 principal amount of Notes tendered will be US$1,010, which is 101% of the principal amount, plus accrued and unpaid interest [10] - The Issuer expects to purchase any validly tendered Notes on February 24, 2025, provided they are not withdrawn by the withdrawal deadline [4][10] - The Depositary for the Change of Control Offer is The Bank of New York Mellon [11] Company Overview - Greenfire Resources is an intermediate, lower-cost, and growth-oriented producer in the Athabasca oil sands, utilizing steam-assisted gravity drainage extraction methods [13]

Core Points - Greenfire Resources Ltd. has announced a reconstitution of its Board of Directors and the acquisition of additional Greenfire Securities by Waterous Energy Fund (WEF) [9][11] - WEF's acquisition increases its ownership to 56.5% of the issued and outstanding common shares of Greenfire [11] - The Strategic Review process will continue with WEF's support, focusing on enhancing shareholder value [12] Board Reconstitution - The Board has appointed Tom Ebbern as Lead Director and he will be supported by other board members [10] - Three board members, Matthew Perkal, Robert Logan, and Jonathan Klesch, have resigned immediately [17] - Six nominees proposed by WEF will be appointed to the Board, with Adam Waterous serving as Chairman [17] Strategic Review Process - The Strategic Review will evaluate various alternatives to enhance value for all shareholders and will be overseen by a special committee led by Mr. Ebbern [12][21] - Greenfire intends to appoint a new financial advisor to support the Strategic Review process, replacing TD Securities [12] - The Second Rights Plan has been terminated, and WEF has withdrawn its requisition for a shareholder meeting [18]

Core Viewpoint - Greenfire Resources Ltd. is facing a proxy contest initiated by Waterous Energy Fund (WEF), which has acquired approximately 43.3% of the company's shares and is seeking to replace the current board of directors without offering a premium to shareholders [3][4][7]. Company Actions - Greenfire's Board has adopted a limited-purpose shareholder rights plan to protect minority shareholders and ensure fair treatment in any unsolicited takeover bid [5]. - The company has filed an application with the Court of King's Bench of Alberta regarding the sale of shares to WEF, which has resulted in negative control at a low premium [6]. - Greenfire is currently evaluating the WEF Letter and requisition with its financial and legal advisors, focusing on the qualifications and independence of the proposed nominees [10][11]. Governance Concerns - WEF has proposed six director nominees, four of whom are WEF employees and also directors of Strathcona Resources Ltd., raising concerns about governance practices and potential conflicts of interest [8]. - The Board believes that the proposed nominees do not meet best governance practices for publicly listed companies [8]. Market Position - Greenfire is trading at a discounted valuation compared to its pure play SAGD peers, despite having differentiated Tier-1 SAGD assets and growth plans that position it to benefit from improving Canadian heavy oil market dynamics [9].

Production and Sales Performance - Consolidated production in Q3 2024 was 19,125 bbls/d, a 30% increase from 14,670 bbls/d in Q3 2023[15] - Average bitumen production for Q3 2024 was 19,125 bbls/d, up from 14,670 bbls/d in Q3 2023, reflecting a 30.5% increase[40] - Production at the Expansion Asset was 16,126 bbls/d in Q3 2024, up from 15,824 bbls/d in Q2 2024[27] - Production at the Demo Asset was 2,999 bbls/d in Q3 2024, down from 3,618 bbls/d in Q2 2024, due to deferred volumes[31] - Total oil sales for Q3 2024 reached $193.6 million, compared to $161.0 million in Q3 2023, representing a 20.2% increase[48] - In Q3 2024, oil sales amounted to $193,643 thousand, a decrease of 11.8% compared to $219,444 thousand in Q2 2024[160] Financial Performance - Net income for Q3 2024 was $58.9 million, and adjusted EBITDA was $53.4 million ($31.39/bbl)[17] - The company reported a net income of $58,916 thousand in Q3 2024, a significant improvement compared to a net loss of $(46,915) thousand in Q1 2024[160] - Adjusted EBITDA for the three months ended September 30, 2024, was $53.4 million, an increase from $46.4 million in the same period in 2023, primarily due to higher oil sales[109] - For the nine months ended September 30, 2024, net income was $42.8 million, in contrast to a net loss of $131.0 million in the comparable period of 2023[107] Capital Expenditures and Investments - Capital expenditures totaled $21.2 million in Q3 2024, with year-to-date expenditures of $78.6 million[18] - The company plans to drill an additional Refill well at the Expansion Asset in December 2024, increasing annual capital expenditure guidance to $90 - $100 million[35] - Total capital expenditures for the nine months ended September 30, 2024, reached $78.6 million, compared to $14.0 million in 2023, indicating significant investment in growth[139] - The company spent $3.7 million on acquisitions during the nine months ended September 30, 2024, including heavy oil and natural gas assets[140] Liquidity and Debt Management - Available liquidity at the end of Q3 2024 was $87.7 million, consisting of $37.7 million in cash and $50.0 million in available credit[20] - The company aims to reduce debt using 75% of excess cash flow to semi-annually redeem a portion of the 2028 Notes until consolidated indebtedness is less than $150 million[35] - The company redeemed $84.3 million (US$61.0 million) of its 2028 Notes in July 2024, reducing the outstanding principal to US$239 million[19] - As of September 30, 2024, the carrying value of the company's long-term debt was $308.6 million, with a fair value of $349.4 million[117] Operational Efficiency and Costs - The effective royalty rate for Q3 2024 was 7.52%, slightly higher than 7.49% in Q3 2023[56] - Operating expenses for the three months ended September 30, 2024, totaled $40.7 million, with an operating expense of $23.90 per barrel, compared to $38.4 million and $29.12 per barrel in the same period of 2023[71] - The diluent expense for the three months ended September 30, 2024, was $67.9 million, with a cost of $9.08 per barrel, compared to $52.1 million and $7.37 per barrel in the same period of 2023[66] - Transportation and marketing expenses were $12.5 million for the three months ended September 30, 2024, with a cost of $7.34 per barrel, down from $12.8 million and $9.69 per barrel in the same period of 2023[69] Risk Management and Financial Instruments - The Company reported a realized loss of $6.1 million on risk management contracts for the three months ended September 30, 2024, compared to $0 in the same period of 2023[62] - An unrealized gain of $36.0 million on risk management contracts was recorded for the three months ended September 30, 2024, compared to an unrealized loss of $7.6 million in the same period of 2023[64] - Financial risk management contracts are measured at fair value, with gains and losses included in the consolidated statements of comprehensive income in the period they arise[59] Future Outlook and Strategic Initiatives - The company plans to issue an updated independent reserves evaluation in the second half of 2024[26] - Greenfire's Board initiated a strategic review process in July 2024 to explore alternatives for maximizing shareholder value[20] - Greenfire expects average productivity of Refill wells with replaced downhole temperature sensors to increase to align with the current average productivity of the remaining five Refill wells[181] - The company is pursuing capital-efficient and lower-risk growth through the optimization of existing production, facilities, and reserves[181] Shareholder and Market Engagement - The New Rights Plan is subject to shareholder ratification by March 18, 2025, to remain effective[175] - The company has exclusive marketing contracts with a reputable international energy marketing company, expiring in April 2026 and October 2028 for different assets[68] - The company anticipates meeting its cash requirements through a combination of cash on hand, operating cash flows, and potentially accessing available credit facilities[164]