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the Strategic Review process, replacing TD Securities [12] - The Second Rights Plan has been terminated, and WEF has withdrawn its requisition for a shareholder meeting [18]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]

Core Viewpoint - Greenfire Resources Ltd. reported strong operational and financial results for Q3 2024, with a 30% year-over-year increase in consolidated production, reflecting successful drilling campaigns and maintenance activities [3][10][20]. Financial Performance - Consolidated production averaged 19,125 bbls/d in Q3 2024, up from 14,670 bbls/d in Q3 2023 [10]. - Oil sales reached CAD 193.6 million, with an operating netback of CAD 57.8 million, translating to CAD 34.00 per barrel [11][40]. - Adjusted EBITDA for Q3 2024 was CAD 53.4 million, or CAD 31.39 per barrel [11][41]. - The company reported a net income of CAD 58.9 million for the quarter [11][37]. Operational Highlights - The company anticipates an average annual production of approximately 19,500 bbls/d for 2024, slightly below previous guidance due to regulatory delays and maintenance issues [3][27]. - November 2024 production is estimated to average 21,275 bbls/d, driven by new operational Refill wells [20][26]. - The company holds a 75% working interest in the Hangingstone Expansion Facility and a 100% working interest in the Hangingstone Demonstration Facility [9]. Strategic Initiatives - In July 2024, the Board initiated a strategic review process to explore options for maximizing shareholder value, engaging TD Securities and TPH&Co as financial advisors [5][6]. - The company plans to accelerate drilling of an additional Refill well in December 2024, increasing capital expenditure guidance to CAD 90-100 million [28]. - Future growth plans include expanding production capacity by 74% to approximately 59,000 bbls/d, pending board approval and funding commitments [30]. Market Context - The company is positioned to benefit from improving market dynamics for Canadian heavy oil, particularly following the completion of the Trans Mountain Expansion Project [31]. - Greenfire's production is entirely weighted to crude oil benchmarks linked to WCS differentials, with expectations of heightened free cash flow generation in a higher commodity price environment [31].

Core Viewpoint - Greenfire Resources Ltd. has announced a new shareholder protection rights plan, which is currently under consideration by the Toronto Stock Exchange (TSX) due to regulatory requirements, but remains in effect despite the deferral [2][3]. Group 1: New Rights Plan - The new rights plan was filed with the TSX and is a response to a previous order from the Alberta Securities Commission that ceased trading of all securities under the previous rights plan adopted on September 18, 2024 [2][3]. - The TSX has deferred its acceptance of the new rights plan until it is assured that the appropriate securities commission will not intervene, as per National Policy 62-202 regarding take-over bids [2]. Group 2: Company Overview - Greenfire is an intermediate, lower-cost, and growth-oriented producer in the Athabasca oil sands, utilizing steam-assisted gravity drainage extraction methods [5]. - The company emphasizes an entrepreneurial environment and has a high level of employee ownership, with its common shares listed on both the New York Stock Exchange and the Toronto Stock Exchange under the symbol "GFR" [5].

CALGARY, AB, Nov. 11, 2024 /PRNewswire/ - Waterous Energy Fund Management Corp. (the "WEF Manager"), in its capacity as manager of certain limited partnerships comprised of Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP (collectively, "WEF"), announces that it has closed its previously announced acquisition of an aggregate of 29,988,854 common s ...

Greenfire Resources Ltd. Files Injunction Following Cease Trade of Rights Plan; Proceeds with Strategic Review and Adopts New Shareholder Rights PlanNovember 06, 2024 7:20 PM EST | Source: Greenfire Resources Ltd.Calgary, Alberta--(Newsfile Corp. - November 6, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), a Calgary-based energy company focused on the production and development of thermal energy resources from the Athabasca region of Alberta, Canada has ...

Greenfire Resources Provides Update on Strategic Review Process, Reserves Report Timeline and Announces Date for Q3 2024 Results and Conference CallNovember 04, 2024 8:00 AM EST | Source: Greenfire Resources Ltd.Calgary, Alberta--(Newsfile Corp. - November 4, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), a Calgary-based energy company focused on the production and development of thermal energy resources from the Athabasca region of Alberta, Canada, tod ...

. . | --- | --- | |------------------------------------------------------------------------------------------------|-------| | | | | Greenfire Resources Announces Future Growth | | | Plans, Including Projects Under Development to | | | Increase Net Facility Production Capacity by 74%, Representing Significant Potential Value for | | October 07, 2024 8:00 AM EDT | Source: Greenfire Resources Ltd. Calgary, Alberta--(Newsfile Corp. - October 7, 2024) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfir ...

Core Viewpoint - Greenfire Resources Ltd. is opposing a challenge to its shareholder rights plan, which aims to protect all shareholders amid a proposed acquisition of 43.3% of its common shares by certain limited partnerships and corporations controlled by its directors [3][4]. Group 1: Company Actions and Responses - Greenfire has adopted a shareholder protection rights plan to ensure fair treatment of all shareholders during unsolicited takeover bids and to allow the board sufficient time to explore value-enhancing alternatives [4]. - The company intends to defend the necessity of its rights plan at the Alberta Securities Commission hearing [4]. Group 2: Proposed Acquisition Details - The proposed acquisition involves Waterous Energy Fund Management Corp. and other selling shareholders seeking to acquire 43.3% of Greenfire's issued and outstanding common shares [3][4]. - Greenfire's board believes that the acquisition price proposed by Waterous Energy Fund does not reflect the intrinsic value of the common shares and undermines the company's ongoing strategic review process [4]. Group 3: Company Profile - Greenfire is an intermediate, lower-cost, and growth-oriented producer in the Athabasca oil sands, utilizing steam-assisted gravity drainage extraction methods [5]. - The company emphasizes an entrepreneurial environment and has a high level of employee ownership, with its common shares listed on both the New York Stock Exchange and Toronto Stock Exchange under the symbol "GFR" [5].