UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025.

 

Commission File Number 001-41810

 

GreenfireResources 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’sprincipal executive offices)

 

Indicate by check mark whether the registrantfiles 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 incorporatedby 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 June 30, 2025
99.2   Management's Discussion and Analysis for the period ended June 30, 2025
99.3     News Release dated August 6, 2025
99.4   News Release dated August 7, 2025

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Greenfire Resources Ltd.
   
  By: /s/ Colin Germaniuk
  Name: Colin Germaniuk
  Title: President

 

 

Date: August 7, 2025

 

3

 

Exhibit 99.1

 

 

 

CONDENSEDINTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Forthe three and six month periods ended June 30, 2025

 

GreenfireResources Ltd.

 

 

 

 

GreenfireResources Ltd.

CondensedInterim Consolidated Balance Sheets (unaudited)

 

As at     June 30   December 31 
($CAD thousands)  note  2025   2024 
Assets           
Current assets           
Cash and cash equivalents     $69,980   $67,419 
Accounts receivable  11   60,363    56,417 
Inventories      18,645    14,946 
Prepaid expenses and deposits      6,761    5,456 
Risk management contracts  11   31,940    - 
       187,689    144,238 
Non-current assets             
Property, plant and equipment  3   956,458    960,059 
Deferred income tax asset      141,325    153,174 
       1,097,783    1,113,233 
       1,285,472    1,257,471 
Liabilities             
Current liabilities             
Accounts payable and accrued liabilities      52,080    61,804 
Current portion of long-term debt  4   5,064    248,489 
Current portion of lease liabilities and other      4,965    7,014 
Warrant liability  6   4,456    18,304 
Risk management contracts  11   -    248 
       66,565    335,859 
Non-current liabilities             
Long-term debt  4   309,641    80,441 
Lease liabilities and other      3,785    2,296 
Decommissioning liabilities  5   18,488    17,444 
       331,914    100,181 
       398,479    436,040 
Shareholders’ equity             
Share capital  7   166,845    164,402 
Contributed surplus      7,147    8,921 
Retained earnings      713,001    648,108 
       886,993    821,431 
      $1,285,472   $1,257,471 

 

Relatedparty transaction (note 13)

Seeaccompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 2

 

 

 

GreenfireResources Ltd.

CondensedInterim Consolidated Statements of Comprehensive Income (Loss) (unaudited)

 

      Three months ended
June 30
   Six months ended
June 30
 
($CAD thousands, except per share amounts)  note  2025   2024   2025   2024 
Revenues                   
Oil sales  8  $144,542   $219,444   $328,179   $420,434 
Royalties      (3,932)   (9,919)   (10,756)   (16,234)
Oil sales, net of royalties      140,610    209,525    317,423    404,200 
Gain (loss) on risk management contracts  11   35,662    (959)   40,910    (48,493)
       176,272    208,566    358,333    355,707 
Expenses                       
Diluent expense      56,290    84,545    130,284    176,227 
Transportation and marketing      12,415    13,313    26,600    26,512 
Operating expenses      31,823    34,997    69,752    71,345 
General and administrative      5,023    3,869    14,430    8,618 
Stock-based compensation  10   398    2,568    1,650    3,420 
Financing and interest  9   13,124    17,759    25,404    33,215 
Depletion and depreciation  3   19,968    17,153    41,585    35,156 
Exploration expenses      609    580    1,343    1,134 
Other income      (703)   (1,261)   (1,373)   (2,702)
Loss (gain) on revaluation of warrants  6   (5,852)   683    (13,848)   7,062 
Foreign exchange (gain) loss      (14,192)   3,512    (14,236)   11,787 
Total expenses      118,903    177,718    281,591    371,774 
Net income (loss) before taxes      57,369    30,848    76,742    (16,067)
Income tax expense      8,639    -    11,849    - 
Net income (loss) and comprehensive income (loss)     $48,730   $30,848   $64,893   $(16,067)
Net income (loss) per share                       
Basic  7  $0.69   $0.45   $0.92   $(0.23)
Diluted  7  $0.69   $0.43   $0.92   $(0.23)

 

Seeaccompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 3

 

 

 

GreenfireResources Ltd.

CondensedInterim Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

 

Six months ended June 30           
($CAD thousands)  note  2025   2024 
Share capital           
Balance, beginning of period     $164,402   $158,515 
Issuance of shares on exercise of share units  7,10   2,443    2,586 
Balance, end of period      166,845    161,101 
Contributed surplus             
Balance, beginning of period      8,921    9,788 
Stock-based compensation      1,650    3,420 
Issuance of shares on exercise of share units  7,10   (3,424)   (3,821)
Balance, end of period      7,147    9,387 
Retained earnings             
Balance, beginning of period      648,108    526,697 
Net income (loss) and comprehensive income (loss)      64,893    (16,067)
Balance, end of period      713,001    510,630 
Total shareholders’ equity     $886,993   $681,118 

 

Seeaccompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 4

 

 

 

GreenfireResources Ltd.

CondensedInterim Consolidated Statements of Cash Flows (unaudited)

 

      Three months ended
June 30
   Six months ended
June 30
 
($CAD thousands)  note  2025   2024   2025   2024 
Operating activities                   
Net income (loss)     $48,730   $30,848   $64,893   $(16,067)
Items not affecting cash:                       
Income tax expense      8,639    -    11,849    - 
Unrealized (gain) loss on risk management contracts  11   (25,839)   (12,839)   (32,188)   25,898 
Depletion and depreciation  3   20,180    17,287    41,928    35,086 
Stock-based compensation  10   398    2,568    1,650    3,420 
Accretion  9   2,501    5,148    4,256    7,610 
Foreign exchange (gain) loss      (14,914)   3,512    (15,106)   11,787 
Loss (gain) on revaluation of warrants  6   (5,852)   683    (13,848)   7,062 
Change in non-cash working capital  12   (16,111)   37,956    (11,029)   27,431 
Cash provided by operating activities      17,732    85,163    52,405    102,227 
Financing activities                       
Repayment of long-term debt  4   -    -    (7)   - 
Payment of lease liabilities      (118)   (49)   (2,048)   (100)
Cash used in financing activities      (118)   (49)   (2,055)   (100)
Investing activities                       
Property, plant and equipment expenditures  3   (10,840)   (21,824)   (37,139)   (53,744)
Acquisitions      -    (1,185)   -    (3,714)
Change in non-cash working capital (accrued additions to PP&E)  12   (7,111)   7,117    (8,626)   3,885 
Cash used in investing activities      (17,951)   (15,892)   (45,765)   (53,573)
Exchange rate impact on cash and cash equivalents held in foreign currency      (1,921)   521    (2,024)   1,898 
Change in cash and cash equivalents      (2,258)   69,743    2,561    50,452 
Cash and cash equivalents, beginning of period      72,238    90,234    67,419    109,525 
Cash and cash equivalents, end of period     $69,980   $159,977   $69,980   $159,977 

 

Seeaccompanying notes to the unaudited condensed interim consolidated financial statements

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 5

 

 

 

Notesto the Condensed Interim Consolidated Financial Statements (unaudited)

 

1. CORPORATEINFORMATION

 

GreenfireResources 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 Greenfireand its wholly owned subsidiaries. The Company and its subsidiaries are engaged in the exploration, development and operation of oiland gas properties in the Athabasca oil sands region of Alberta. Greenfire’s common shares are publicly traded on the New YorkStock Exchange and the Toronto Stock Exchange under the symbol “GFR”. The Company’s corporate head office is locatedat 1900, 205 5th Avenue SW, Calgary, AB T2P 4B9.

 

Throughout2024, certain limited partnerships comprising Waterous Energy Fund and its affiliates (collectively, “WEF”), through a seriesof transactions acquired a total of 39,300,278 common shares and 2,654,179 common share purchase warrants of Greenfire. The final transactionin this series occurred on December 23, 2024 (the “Change of Control Transaction”), which resulted in WEF holding 56.5% ofthe Company’s outstanding common shares. At June 30, 2025, approximately 55.9% of the Company’s common shares were ownedby WEF.

 

2. BASISOF PRESENTATION

 

Preparation

 

Thesefinancial statements have been prepared in accordance with IAS 34: “Interim Financial Reporting, using the same accountingpolicies as those set out in Note 3 of the audited annual consolidated financial statements for the year ended December 31, 2024, whichwere 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 consolidatedfinancial statements, have been condensed or omitted. The financial statements should be read in conjunction with the Company’saudited annual consolidated financial statements and notes thereto for the year ended December 31, 2024.

 

TheCompany has adopted all published standards, interpretations or amendments to accounting standards issued by the IASB, that are effectivefor annual periods beginning on or after January 1, 2025. There was no material impact to the financial statements.

 

Inthese financial statements, all amounts are expressed in Canadian dollars (“$CAD”), unless otherwise indicated, which isthe Company’s functional currency. These financial statements have been prepared on a historical cost basis, except for certainfinancial instruments which are measured at their fair value.

 

Thesefinancial statements were approved by Greenfire’s Board of Directors on August 6, 2025.

 

Standardsissued but not effective

 

IFRS18 ‘Presentation and Disclosure in Financial Statements’ was issued in April 2024 by IASB and replaces IAS 1 ‘Presentation of FinancialStatements’. The standard introduces defined structure to the Statement of Comprehensive Income (Loss) with related specific disclosurerequirements. IFRS 18 is effective January 1, 2027 and is required to be adopted retrospectively. Early adoption is permitted. The Companyis assessing the impact of IFRS 18 on its consolidated financial statements.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 6

 

 

 

3. PROPERTY,PLANT AND EQUIPMENT (“PP&E”)

 

($ thousands)  Developed and producing   Right-of-use assets   Corporate assets   Total 
Cost                
Balance as at December 31, 2024   1,194,384    9,539    618    1,204,541 
Additions   39,589    -    350    39,939 
Transfers of right-of-use assets   1,545    (1,545)   -    - 
Reassessment of lease liabilities and right-of-use assets   -    (1,740)   -    (1,740)
Change in decommissioning liabilities   128    -    -    128 
Balance as at June 30, 2025   1,235,646    6,254    968    1,242,868 
Accumulated Depletion, Depreciation and Amortization                    
Balance as at December 31, 2024   243,494    546    442    244,482 
Depletion and depreciation (1)   41,611    208    109    41,928 
Balance as at June 30, 2025   285,105    754    551    286,410 
Net Book Value                    
Balance at December 31, 2024  $950,890   $8,993   $176   $960,059 
Balance at June 30, 2025  $950,541   $5,500   $417   $956,458 

 

(1)As at June 30, 2025 $0.6 million of depletion and depreciation was capitalized to inventory (December 31, 2024- $0.3 million).

 

4. LONG-TERMDEBT

 

SeniorSecured Notes

 

Thesenior secured notes (the “2028 Notes”) bear interest at the fixed rate of 12.00% per annum payable semi-annually, matureon October 1, 2028. The 2028 Notes are secured by a second priority lien on the Company’s assets and are junior to amounts owingto the Senior Credit Facility lenders.

 

As at

($ thousands)

  June 30, 2025   December 31, 2024 
Senior secured notes (“2028 Notes”) $US  $238,964   $238,969 
Foreign exchange rate   1.3643    1.4389 
Senior secured notes (“2028 Notes”) $CAD   326,019    343,852 
Unamortized discount and issuance costs   (11,314)   (14,922)
Total term debt  $314,705   $328,930 
Current portion of long-term debt   5,064    248,489 
Long-term debt  $309,641   $80,441 

 

The2028 Notes are not subject to any financial covenants but are subject to certain exceptions and qualifications. The indenture governingthe 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 restrictedpayments, and sell assets. In addition, the Company is required to maintain financial hedges for a minimum of 50% of the forward twelvecalendar month forecasted production(1) until the outstanding principal is less than US$100 million, and to limit capitalexpenditures to US$150(2) million annually until the outstanding principal is less than US$150 million. As at June 30, 2025the Company was compliant with all covenants.

 

 

 

(1)Forecasted production is defined by the 2028 Indenture asthe Company’s proved developed producing (“PDP”) forecast in the Company’s most recent reserve report, as determinedby 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 tothe 2028 Note Indenture to increase the annual capital expenditure limitation from CAD$100 million to US$150 million, until the outstandingprincipal amount of the 2028 Notes is less than US$150 million.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 7

 

 

 

Asthe result of a Change of Control Transaction (Note 1), Greenfire was required to make an offer to repurchase the 2028 Notes, or a portionthereof. This repurchase offer expired on February 19, 2025, with $7,000 (US$5,000) principal amount tendered for repurchase.

 

The2028 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 isUS$100 million. On July 21, 2025, the Company redeemed $1.9 million (US$1.4 million) of the 2028 Notes under the ECF Sweep. The nextredemption, if applicable, is due by March 6, 2026.

 

TheCompany 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 principalamount of the notes using the net proceeds from certain equity issuances at a redemption price equal to 112% of the principal amountplus accrued and unpaid interest. The following table discloses the redemption amount including the “make whole” premiumon 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%

 

Asat June 30, 2025, the carrying value of the Company’s long-term debt was $314.7 million and the fair value was $343.1 million (December31, 2024 carrying value – $328.9 million, fair value - $371.2 million).

 

SeniorCredit Facility

 

Greenfirehas 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 $30.0million syndicated facility.

 

TheSenior Credit Facility is a committed facility available on a revolving basis until May 31, 2026. The Senior Credit Facility may, subjectto the lenders’ approval, be extended for a 364-day period. If the revolving period is not extended, the undrawn portion of thefacility will be cancelled and any amounts outstanding would be repayable on May 31, 2027. The Senior Credit Facility is subject to asemi-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.

 

TheSenior Credit Facility is secured by a first priority security interest on substantially all of the assets of the Company and is seniorin priority to the 2028 Notes. The Senior Credit Facility contains certain covenants that limit the Company’s ability to, amongother things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, and sell assets. The SeniorCredit Facility is not subject to any financial covenants.

 

 

 

(3)Consolidated indebtedness under the 2028 Indenture includesamounts outstanding under the 2028 Notes, amounts outstanding under the Senior Credit Facility, and any leases that would be classifiedas a “capital lease” under IAS® 17 – Leases (superseded).

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 8

 

 

 

Amountsborrowed 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 onDebt to EBITDA ratio. A standby fee on the undrawn portion of the Senior Credit Facility ranges from 0.6875% to 1.5625% based on Debtto EBITDA ratio. As at June 30, 2025 and December 31, 2024, the Company had no amounts drawn under the Senior Credit Facility.

 

Letterof Credit Facility

 

Greenfiremaintains a separate $55.0 million letter of credit facility (the “EDC Facility”) with a Canadian bank that is supportedby a performance security guarantee from Export Development Canada (“EDC”). The EDC Facility is available on a demand basis.As at June 30, 2025, the Company had $54.0 million (December 31, 2024 - $54.0 million) in letters of credit outstanding under the EDCFacility.

 

5. DECOMMISSIONINGLIABILITIES

 

TheCompany’s decommissioning liabilities result from net ownership interests in petroleum assets including well sites, gathering systemsand processing facilities. In 2024, the Company acquired certain natural gas and heavy oil assets in the Athabasca region of NorthernAlberta and recognized $12.5 million of future decommissioning obligations. The Company estimates the total undiscounted escalated amountof cash flows required to settle its decommissioning liabilities to be approximately $341.4 million (December 31, 2024 - $340.8 million).For the period ended June 30, 2025, a credit-adjusted discount rate of 10.5% (December 31, 2024 - 10.5%) and an inflation rate of 2.0%(December 31, 2024 - 2.0%) were used to calculate the decommissioning liabilities. A 1.0% change in the credit-adjusted discount ratewould impact the discounted value of the decommissioning liabilities by approximately $3.3 million with a corresponding adjustment toPP&E. The decommissioning liabilities are estimated to be settled in periods up to year 2077, with the majority being incurred between2047 and 2077.

 

Areconciliation of the decommissioning liabilities is provided below:

 

As at

($ thousands)

  June 30,
2025
   December 31,
2024
 
Balance, beginning of period  $17,444   $8,449 
Acquisitions   -    12,483 
Liabilities incurred   128    27 
Change in estimates   -    (5,801)
Accretion expense   916    2,286 
Balance, end of period  $18,488   $17,444 

 

6. WARRANTLIABILITY

 

Theoutstanding warrants entitle the holder to purchase one common share of Greenfire, expire on September 19, 2028, and contain a cashlessexercise 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 recognizedthrough the statement of comprehensive income (loss). The following table reconciles the warrant liability.

 

  

Six months ended

June 30, 2025

  

Year ended

December 31, 2024

 
($ thousands, unless otherwise noted)  Warrants (’000)   Amount   Warrants (’000)   Amount 
Balance, beginning of period   7,527   $18,304    7,527   $18,630 
Change in fair value   -    (13,848)   -    (326)
Balance, end of period   7,527   $4,456    7,527   $18,304 
Common shares issuable on exercise   7,527    -    7,527    - 

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 9

 

 

 

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

 

   June 30,
2025
   December 31, 2024 
Share price $USD  $4.46   $7.06 
Exercise price $USD  $11.50   $11.50 
Average risk-free interest rate   4.45%   4.49%
Average expected volatility (1)   45%   45%
Average expected life (years)   3.25    3.75 

 

(1)Expected volatility has been basedon historical share volatility and that of similar market participants.

 

A10% change in the share price would impact warrant liability by $1.7 million with a corresponding adjustment to thestatement of comprehensive income (loss).

 

7. SHARE CAPITAL AND PER SHARE AMOUNTS

 

Sharecapital

 

Asat June 30, 2025 the Company’s authorized share capital consists of an unlimited number of common shares without a nominal or parvalue. The following table summarizes the changes to the Company’s common share capital:

 

  

Six months ended

June 30, 2025

  

Year ended

December 31, 2024

 
($ thousands, unless otherwise noted)  Shares (’000)   Amount   Shares (’000)   Amount 
Balance, beginning of period   69,718   $164,402    68,642   $158,515 
Issued on exercise of share units(1)   534    2,443    1,076    5,887 
Balance, end of period   70,252   $166,845    69,718   $164,402 

 

(1)Differences in the number of exercised units compared to those disclosed in stock-based compensation (Note 10) and the value recognized in contributed surplus relates to withholding taxes on issuances (Note 12).

 

Pershare amounts

 

Thefollowing table summarizes the Company’s basic and diluted net income (loss) per share:

 

  

Three months ended

June 30

  

Six months ended

June 30

 
(thousands of shares, except per share information)  2025   2024   2025   2024 
Weighted average shares outstanding - basic   70,119    69,123    70,538    68,923 
Dilutive effect of share units   100    2,996    100    - 
Weighted average shares outstanding - diluted   70,219    72,119    70,638    68,923 
Basic $ per share  $0.69   $0.45   $0.92   $(0.23)
Diluted $ per share  $0.69   $0.43   $0.92   $(0.23)

 

Whencomputing the diluted net income (loss) per share for the six months ended June 30, 2024, the Company excluded the effect of 7.5 millionwarrants, 2.7 million performance warrants and 1.3 million share units as their effect was anti-dilutive.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 10

 

 

 

8. REVENUE FROM CONTRACTS WITH CUSTOMERS

 

TheCompany’s revenue from contracts with customers consists of diluted and non-diluted bitumen sales.

 

  

Three months ended

June 30

  

Six months ended

June 30

 
($ thousands)  2025   2024   2025   2024 
Diluted bitumen sales  $135,841   $211,678   $310,206   $408,658 
Non-diluted bitumen sales   8,701    7,766    17,973    11,776 
Oil sales  $144,542   $219,444   $328,179   $420,434 

 

9. FINANCING AND INTEREST

 

  

Three months ended

June 30

  

Six months ended

June 30

 
($ thousands)  2025   2024   2025   2024 
Interest on senior secured notes  $9,780   $11,657   $19,778   $24,419 
Other interest   843    954    1,370    1,186 
Total finance and interest expense before accretion   10,623    12,611    21,148    25,605 
Amortization of issuance costs and premiums (Note 4)   1,913    4,508    2,912    6,404 
Accretion of decommissioning obligations (Note 5)   458    624    916    1,173 
Accretion of lease liabilities   130    16    428    33 
Accretion   2,501    5,148    4,256    7,610 
Financing and interest expense  $13,124   $17,759   $25,404   $33,215 

 

10. STOCK-BASED COMPENSATION

 

A summary of thePerformance Warrants (“PWs”), Restricted Stock Units (“RSUs”), Performance Share Units (“PSUs”) andDeferred Share Units (“DSUs”), collectively the share units, issued and outstanding is as follows:

 

(thousands of units or warrants)  PWs   RSUs   PSUs   DSUs   Total 
Outstanding January 1, 2024   3,617    -    -    -    3,617 
Granted   -    672    919    21    1,612 
Exercised(1)   (1,080)   (519)   -    -    (1,599)
Forfeited / Expired   (17)   (17)   (44)   -    (78)
Balance, December 31, 2024   2,520    136    875    21    3,552 
Exercisable, December 31, 2024   2,520    -    -    21    2,541 

 

(thousands of units or warrants)  PWs   RSUs   PSUs   DSUs   Total 
Outstanding January 1, 2025   2,520    136    875    21    3,552 
Granted   -    13    18    -    31 
Exercised(1)   (970)   (46)   -    -    (1,016)
Forfeited / Expired   (152)   (3)   (369)   -    (524)
Cancelled   (1,398)   -    -    (21)   (1,419)
Balance, June 30, 2025   -    100    524    -    624 
Exercisable, June 30, 2025   -    -    -    -    - 

 

(1)Differences in exercised awardscompared to those disclosed in share capital (Note 7) relate to withholding taxes on share issuances (Note 12).

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 11

 

 

 

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

FairValue of Financial Instruments

 

Anumber of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financialassets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Whenapplicable, further information about the assumptions made in determining the fair values is disclosed in the notes specific to thatasset or liability.

 

TheCompany classifies the fair value of financial instruments according to the following hierarchies based on the amount of observable inputsused to value the instruments:

 

Level1: Unadjusted quoted prices for identical assets or liabilities in active markets;

 

Level2: 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

 

Level3: Significant unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.

 

Thecarrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities included on the condensedinterim consolidated balance sheets approximates the fair values of the respective assets and liabilities due to the short-term natureof those instruments.

 

The2028 Notes are classified as Level 1 in the fair value hierarchy. For purposes of estimating the fair value of this instrument, the Companyused the quoted market price of the 2028 Notes. The Company’s risk management contracts and warrant liability are classified asLevel 2 in the fair value hierarchy. To estimate the fair value of these instruments, the Company used observable market data and/orother sources utilizing assumptions that market participants would use to determine fair value.

 

MarketRisk

 

Marketrisk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates and interest rates, will affectthe Company’s cash flow, income, or the value of its financial instruments.

 

CommodityPrice Risk

 

TheCompany’s risk management program is designed to reduce the volatility of revenue and cash flow, generate sufficient cash flowsto service debt obligations, and fund the Company’s operations. The Company’s risk management liabilities may consist ofhedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensatedifferential, natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 12

 

 

 

TheCompany’s obligations under its 2028 Notes (Note 4) include a requirement to maintain a twelve-month forward commodity price riskmanagement program covering at least 50% of the forecasted PDP production over the next twelve months, as set out in the Company’smost recent reserves report, until the outstanding principal is reduced to below US$100 million.

 

TheCompany’s commodity price risk management program does not involve margin accounts that require posting of margin with increasedvolatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurementincluded in the consolidated statements of comprehensive income (loss) in the period in which they arise.

 

TheCompany’s financial risk management contracts are subject to master netting agreements that create the legal right to settle theinstruments on a net basis. The following table summarizes the gross asset and liability positions of the Company’s individualrisk management contracts that are offset in the consolidated balance sheets:

 

($ thousands)  As at
June 30,
2025
   As at December 31,
2024
 
Gross amount  $33,230   $(1,395)
Amount offset   (1,290)   1,147 
Risk management contracts – Asset (Liability)  $31,940   $(248)

 

Thefollowing table summarizes the financial commodity risk management gains and losses:

 

  

Three months ended

June 30

  

Six months ended

June 30

 
($ thousands)  2025   2024   2025   2024 
Realized gain (loss)  $9,823   $(13,798)  $8,722   $(22,595)
Unrealized gain (loss)   25,839    12,839    32,188    (25,898)
Gain (loss) on risk management contracts  $35,662   $(959)  $40,910   $(48,493)

 

Asat June 30, 2025, the following financial commodity risk management contracts were in place:

 

   Instrument  Units  Volume (bbls/d)   Swap Price   Put Price   Call Price 
Q3 2025  WTI Fixed Price Swap  C$ / bbl   9,450   $101.00    -    - 
Q3 2025  WCS Differential Swap  US$ / bbl   12,600   $(10.90)   -    - 
Q4 2025  WTI Fixed Price Swap  C$ / bbl   9,450   $100.85    -    - 
Q4 2025  WCS Differential Swap  US$ / bbl   12,600   $(13.50)   -    - 
Q1 2026  WTI Fixed Price Swap  C$ / bbl   2,549   $96.95    -    - 
Q1 2026  WTI Costless Collar  C$ / bbl   4,951    -   $81.89   $100.16 
Q2 2026  WTI Costless Collar  C$ / bbl   5,027    -   $78.50   $83.84 
Q2 2026  WTI Costless Collar  US$ / bbl   2,473    -   $57.00   $65.15 

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 13

 

 

 

Subsequentto June 30, 2025, Greenfire entered into the following financial commodity risk management contracts:

 

   Instrument  Units  Volume (bbls/d)   Put Price   Call Price 
Q3 2026  WTI Costless Collar  US$ / bbl   7,500   $60.00   $65.10 

 

A 10% change in prices for the underlying commodities, related to the Company’s riskmanagement contracts, would have a before-tax impact on net income (loss) of $27.8 million for the three and six months ended June 30,2025. The Company’s commodity risk management contracts are held with two large reputable financial institutions. As a result,the Company concluded that credit risk associated with its commodity risk management contracts is low.

 

ForeignCurrency Risk Management

 

TheCompany is exposed to foreign currency risk on the principal and interest components of its US dollar denominated 2028 Notes (Note 4)and US Dollar denominated cash, cash equivalents, accounts receivables, accounts payables, and accrued liabilities and risk managementcontracts. As at June 30, 2025, Greenfire’s net foreign exchange risk exposure was a US$205.0 million liability (December 31, 2024– US$218.4 million liability), and a 10% change in the foreign exchange rate would result in a $28.0 million change in the foreignexchange gain or loss (December 31, 2024 - $31.4 million).

 

InterestRate Risk

 

Interestrate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed tointerest rate risk related to borrowings drawn under the Senior Credit Facility, as the interest charged on the credit facility fluctuateswith floating interest rates. Currently no amounts are drawn on the Senior Credit Facility. The 2028 Notes and letters of credit issuedare subject to fixed interest rates and are not exposed to changes in interest rates.

 

CreditRisk

 

($ thousands)  As at
June 30
2025
   As at December 31
2024
 
Trade receivables  $42,775   $47,412 
Joint interest receivables   17,588    9,005 
Accounts receivable  $60,363   $56,417 

 

Creditrisk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractualobligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk fromreceivables associated with its oil sales. The Company manages its credit risk exposure by transacting with high-quality credit worthycounterparties and monitoring credit worthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generallycollected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three monthsof the invoice being issued. The Company has not previously experienced any material credit losses on the collection of accounts receivable.

 

AtJune 30, 2025, and December 31, 2024, the Company was exposed to concentration risk associated with its outstanding trade receivablesand joint interest receivables balances. Of the Company’s trade receivables at June 30, 2025, 93% was receivable from a singlecompany (December 31, 2024 - 99% receivable from a single company). At June 30, 2025, 100% of the Company’s joint interest receivableswere held by a single company (December 31, 2024 - 100% by a single company). Maximum exposure to credit risk is represented by the carryingamount of accounts receivable on the balance sheet. Subsequent to June 30, 2025, the Company has received $1.0 million from its jointinterest partner.

 

LiquidityRisk

 

Liquidityrisk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objectivein managing liquidity risk is to maintain sufficient available reserves to meet its financial obligations at any point in time. The Companyexpects to achieve this objective through prudent capital spending, an active commodity risk management program and through strategiessuch as continuously monitoring forecast and actual cash flows from operating, financing and investing activities, and available creditfacilities. Management believes that future cash flows generated from these sources will be adequate to settle Greenfire’s financialliabilities.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 14

 

 

 

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

 

   As at June 30,
2025
   As at December 31,
2024
 
($ thousands)  Less than one year   Greater than one year   Less than one year   Greater than one year 
Accounts payable and accrued liabilities  $52,080   $-   $61,804   $- 
Risk management contracts   -    -    248    - 
Lease liabilities(1)   5,128    4,224    7,669    2,726 
Long-term debt(2)   5,064    320,955    260,252    83,600 
Total financial liabilities  $62,972   $325,179   $329,973   $86,326 

 

(1)Amounts represent the expectedundiscounted cash payments.

 

(2)Amounts represent undiscountedprincipal only and exclude interest and transaction costs.

 

12. SUPPLEMENTAL CASH FLOW INFORMATION

 

Thefollowing table reconciles the net changes in non-cash working capital and other liabilities from the consolidated balance sheet to theconsolidated statement of cash flows:

 

   Three months ended
June 30
   Six months ended
June 30
 
($ thousands)  2025   2024   2025   2024 
Change in accounts receivable  $(5,043)  $24,341   $(3,946)  $6,464 
Change in inventories   (6,006)   (1,048)   (3,699)   343 
Change in prepaid expenses and deposits   91    (31)   (1,305)   2,674 
Change in accounts payable and accrued liabilities   (12,003)   22,188    (9,724)   22,925 
    (22,961)   45,450    (18,674)   32,406 
Other items impacting changes in non-cash working capital:                    
Withholding taxes on share units   (261)   (455)   (981)   (1,235)
Unrealized foreign exchange gain related to working capital   -    78    -    145 
    (23,222)   45,073    (19,655)   31,316 
Related to operating activities   (16,111)   37,956    (11,029)   27,431 
Related to investing activities   (7,111)   7,117    (8,626)   3,885 
Net change in non-cash working capital  $(23,222)  $45,073   $(19,655)  $31,316 
Cash interest paid (included in operating activities)  $(842)  $(954)  $(21,683)  $(26,835)
Cash interest received (included in operating activities)  $703   $1,267   $1,373   $2,771 

 

13. RELATED PARTY TRANSACTION

 

In2025, Greenfire agreed to reimburse WEF for approximately $1.9 million of legal fees associated with the Change of Control Transaction(see Note 1) including its adoption of a shareholder rights plan and related hearings before the Alberta Securities Commission, in whichWEF was successful. The reimbursement was reviewed and approved by the independent members of the Company’s Board of Directors.

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 15

 

 

 

Corporate Information    
     
Directors   Solicitors
     
Adam Waterous(1)(4)   Blake, Cassels & Graydon LLP
Brian Heald(2)   3500, 855 – 2nd Street S.W.
Tom Ebbern(3)   Bankers Hall East Tower
Andrew Kim   Calgary Alberta, Canada
David Roosth   T2P 4J8
Henry Hager    
David Knight-Legg    
     
(1) Executive Chair of the Board of Directors   Scale LLP
(2) Chair of the Audit Committee   86147, 750 – North Saint Paul Street Ste 250
(3) Chair of the Reserves Committee and Lead Director   Dallas, Texas, United States
(4) Chair of the Compensation and Governance Committee   75201
     
Officers   Bankers
     
Colin Germaniuk, P.Eng   Bank of Montreal
President   595 – 8th Avenue SW
    Calgary, Alberta, Canada
Tony Kraljic, CA   T2P 1G1
Chief Financial Officer    
     
Jonathan Kanderka, P.Eng   Auditor
Chief Operating Officer    
  Deloitte LLP
    700, 850 – 2nd Street S.W.
Charles R. Kraus   Calgary, Alberta, Canada
Corporate Secretary   T2P 0R8
     
Head Office   Reserve Engineers
     
1900, 205 – 5th Avenue SW   McDaniel & Associates Consultants Ltd.
Calgary, Alberta, Canada   2200, 255 – 5th Avenue S.W.
T2P 2V7   Calgary, Alberta, Canada
www.greenfireres.com   T2P 3G6
NYSE: GFR    
TSX: GFR    

 

 

Greenfire Resources Ltd. 2025 Q2 Financial Statements | 16

 

Exhibit 99.2

 

 

 

 

MANAGEMENT’S DISCUSSION & ANALYSIS

 

For the three and six month periods ended June30, 2025

 

Greenfire Resources Ltd.

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This Management’s Discussion and Analysis(“MD&A”) of the financial condition and results of operations of Greenfire Resources Ltd. (“Greenfire” orthe “Company”) is dated August 6, 2025, which is the date this MD&A was approved by the Board of Directors of the Company(the “Board of Directors”), and should be read in conjunction with the Company’s unaudited condensed interim consolidatedfinancial statements (“financial statements”) and notes thereto for the three and six months ended June 30, 2025 and 2024,and the audited consolidated financial statements for the years ended December 31, 2024 and 2023 (“annual financial statements”)and the related MD&A. The financial statements, including the comparative figures, were prepared in accordance with IAS 34 “InterimFinancial Reporting” as issued by the International Accounting Standards Board.

 

Additional information about Greenfire has beenfiled with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (the “SEC”)and is available on SEDAR+ at www.sedarplus.ca, including Greenfire’s Annual Information Form, dated March 17, 2025 (the “2024AIF”), which is also filed with the SEC under cover of Form 40-F. Information contained in or otherwise accessible throughour website, even if referred to in this MD&A, does not constitute part of this MD&A and is not incorporated by referenceinto this MD&A.

 

This MD&A contains forward-looking informationbased on the Company’s current expectations and projections. For information on the material factors and assumptions underlyingsuch forward-looking information, refer to the “Forward Looking Statements” section of this MD&A. Refer to the “Abbreviations”section of this MD&A for information regarding abbreviations used in this MD&A.

 

This MD&A contains non-GAAP financial measures,and non-GAAP financial ratios (the “Non-GAAP Measures”). Non-GAAP measures include adjusted EBITDA, operating netback, operatingnetback 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. Supplementaryfinancial measures include gross profit (loss), capital expenditures, and depletion. When supplementary financial measures are expressedon a per barrel basis, they are supplementary financial ratios. For additional information regarding these non-GAAP and supplementaryfinancial measures refer to the “Non-GAAP and Other Financial Measures” section of this MD&A.

 

All financial information included in this MD&Ais presented in Canadian dollars (“CAD”), unless otherwise noted. Certain dollar amounts have been rounded to the nearestmillion dollars or thousand dollars, as noted, and tables may not add due to rounding. Unless indicated otherwise, production volumesand per unit statistics are presented throughout this MD&A on a “gross” basis as determined in accordance with NationalInstrument 51-101 – Standards for Disclosure for Oil and Gas Activities, which is the Company’s gross working interest basisbefore deduction of royalties. Dollar per barrel ($/bbl) figures presented throughout this MD&A are based upon sold bitumen barrelsunless otherwise noted. The Company monitors and reviews financial information on a per barrel basis for comparability to prior periodresults and to analyze the Company’s competitiveness relative to its peer group.

 

DESCRIPTION OF BUSINESS

 

Greenfire is an oil sands producer focused onthe development of its long-life and low decline thermal oil assets in the Athabasca region of Alberta, Canada, with its registered officesin 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 operationsremain a top priority for Greenfire.

Greenfire’s common shares are listed onthe New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFR”.

 

Throughout 2024, certain limited partnershipscomprising Waterous Energy Fund and its affiliates (collectively, “WEF”), through a series of transactions acquired a totalof 39,300,278 common shares and 2,654,179 common share purchase warrants of Greenfire. The final transaction in this series, which occurredon December 23, 2024 (the “Change of Control Transaction”), which resulted in WEF holding 56.5% of the Company’s outstandingcommon shares. At June 30, 2025, approximately 55.9% of the Company’s common shares were owned by WEF.

 

GREENFIRE’S ASSETS AND STRATEGY

 

Greenfire’s principal assets are the HangingstoneFacilities. 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 operatedby 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 tomanage and enhance its asset portfolio to maximize long-term net asset value per share for Greenfire shareholders. This goal is expectedto be achieved by investing in proven, industry-standard SAGD optimization techniques at the Hangingstone Facilities, which are designedto increase production levels to leverage existing spare facility capacities, while maintaining disciplined control over operating coststructures.

  

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 2

 

 

 

 

 

RECENT DEVELOPMENTS

 

Production and Steam GenerationUpdates

 

Greenfire’sJuly 2025 corporate production was approximately 16,000 bbls/d. The Company’s production continues to be affected by the previouslydisclosed failure of one of the four steam generators at the Expansion Asset, resulting in an estimated production impact of 1,500 to2,250 bbls/d. Full steam capacity is expected to be restored by year-end 2025.

 

RegulatoryEnvironment and Installation of Sulphur Removal Facilities

 

Greenfirecontinues to engage with the Alberta Energy Regulator regarding previously disclosed sulphur dioxide emissions that exceed regulatorylimits at the Expansion Asset. To support a timely return to compliance, Greenfire has ordered sulphur removal facilities, which are scheduledfor installation and commissioning in Q4 2025. Management expects these facilities will restore emissions compliance at a total estimatedcost of $11.3 million (previously $15.0 million).

 

ProgressUpdate on Future Development Plans

 

During the second quarter of 2025, Greenfire refinedits proposed development plan and operational strategies at the Hangingstone Facilities. The proposed development plan includes a newSAGD well pad (“Pad 7”), consisting of 13 well-pairs, located northeast of the Expansion Asset’s Central ProcessingFacility and directly adjacent to existing production. Greenfire has secured a drilling rig, with drilling operations expected to beginin Q4 2025 and first oil production anticipated in Q4 2026.

 

2025 OUTLOOK

 

Greenfire’s 2025 annual outlook is outlinedbelow:

 

    2025 
    Outlook 
Annual production average   15,000 – 16,000 (bbls/d) 
Capital expenditures   $130.0 million 

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 3

 

 

 

 

FINANCIAL & OPERATING HIGHLIGHTS

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($thousands, unless otherwise noted)  2025   2024   2025   2024 
Bitumen production (bbls/d)   135,748    18,993    16,617    19,330 
                     
Oil sales   144,542    219,444    328,179    420,434 
Oil sales ($/bbl)   72.53    89.93    77.59    82.35 
Gross profit(1)   55,829    58,581    90,221    46,513 
Operating netback(2)   49,905    62,872    99,509    107,521 
Operating netback ($/bbl)(2)   35.06    36.68    33.28    30.52 
Net income (loss) and comprehensive income (loss)   48,730    30,848    64,893    (16,067)
Adjusted EBITDA(2)   44,273    58,423    85,589    97,769 
                     
Cash provided by operating activities   17,732    85,163    52,405    102,227 
Adjusted funds flow(2)   33,843    47,207    65,287    74,796 
Cash used in investing activities   (17,951)   (15,892)   (45,765)   (53,573)
Capital expenditures(1)   10,840    23,009    37,139    57,458 

 

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

 

(2)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.

 

Liquidity and Balance Sheet

 

   June 30,   December 31, 
($ thousands)  2025   2024 
Cash and cash equivalents   69,980    67,419 
Available credit facilities(1)   50,000    50,000 
Face value of long-term debt(2)   326,019    343,852 

 

(1)As at June 30, 2025 and December 31, 2024, the Company had $50.0million of available credit under the Senior Credit Facility, of which $nil was drawn.

 

(2)As at June 30, 2025, the 2028 Notes (as defined below) had aface value of US$239.0 million (December 31, 2024 – US$239.0 million) and were converted into Canadian dollars as at period endexchange rates (see “Capital Resources and Liquidity - Long Term Debt”).

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 4

 

 

 

 

 

PRODUCTION AND COMMODITY PRICING

 

Bitumen Production and Sales

 

   Three months ended
June 30,
   Six months ended
June 30,
 
(Average barrels per day, unless otherwise noted)  2025   2024   2025   2024 
Bitumen production(1)   15,748    18,993    16,617    19,330 
Bitumen sales – Undiluted   1,485    1,025    1,449    855 
Bitumen sales – Blended with diluent   14,159    17,810    15,070    18,499 
Bitumen sales(1)   15,644    18,835    16,519    19,354 
Purchased diluent - Blended into sales volumes   6,255    7,981    6,848    8,698 
Sales volumes   21,899    26,816    23,367    28,052 

 

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

 

Greenfire’s oil sales include both undilutedbitumen, which is trucked to a sales point, and bitumen blended with diluent, which is transported by pipeline.

 

Bitumen production decreased 17% (or 3,245 bbl/d)and 14% (or 2,713 bbl/d) for the three and six months ended June 30, 2025, respectively, when compared to the same periods of 2024. Thesedecreases relate to the unplanned loss of a steam generation unit and natural field declines (see “Recent Developments” sectionof this MD&A for further information).

 

Commodity Prices

 

   Three months ended
June 30,
   Six months ended
June 30,
 
Benchmark Pricing  2025   2024   2025   2024 
US$/bbl                
WTI(1)    63.74    80.57    67.58    78.77 
WCS differential to WTI   (10.27)   (13.61)   (11.47)   (16.46)
WCS Hardisty   53.47    66.96    56.11    62.31 
Edmonton Condensate (C5+)   63.68    77.19    66.89    75.25 
C$/bbl                    
WTI(2)    88.22    110.25    95.25    107.02 
WCS differential to WTI   (14.21)   (18.62)   (16.17)   (22.36)
WCS Hardisty(2)   74.00    91.63    79.08    84.65 
Edmonton Condensate (C5+)(2)   88.13    105.63    94.27    102.23 
Other                    
AECO 5A (C$/GJ)   1.60    1.12    1.83    1.74 
Alberta power pool (C$/MWh)   40.48    45.28    40.39    72.07 
Average FX Rate (C$/US$)(3)   1.3840    1.3684    1.4094    1.3586 

 

(1)As per NYMEX oil futures contract.

 

(2)Converted from above using the average exchange rate for thespecific period.

 

(3)Average exchange rates for the specified periods.

 

WCS Hardisty

 

WCS is a blend of heavy crude oils that servesas the pricing benchmark for Canadian heavy oil at Hardisty, Alberta. Greenfire’s bitumen sales revenue is directly correlated toWCS pricing. WCS is priced at a discount to WTI, with this difference referred to as the WCS differential. The WCS differential is subjectto variability driven by factors such as production volumes, egress capacity, scheduled infrastructure maintenance, refinery demand, andother market conditions in Western Canada.

 

Condensate

 

The Company uses condensate, sourced from theEdmonton area, as a blending diluent to facilitate the transportation of its produced bitumen. The price of condensate has historicallybeen correlated to the price of WTI.

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 5

 

 

 

 

 

FINANCIAL RESULTS

 

Oil Sales

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Oil Sales   144,542    219,444    328,179    420,434 
- ($/bbl)(1)   72.53    89.93    77.59    82.35 

 

(1)Based on sales volumes.

 

Oil sales decreased 34% (or $74.9 million) forthe three months ended June 30, 2025, to $144.5 million compared to $219.4 million in the same quarter of 2024. The decrease reflectsa 18% decline in sales volumes and lower Canadian-denominated WCS pricing.

 

Oil sales decreased 22% (or $92.3 million) forthe six months ended June 30, 2025, to $328.2 million compared to $420.4 million for the same period in 2024. The decrease reflects a17% decline in sales volumes and lower Canadian denominated WCS pricing.

 

Royalties

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Royalties   3,932    9,919    10,756    16,234 
- ($/bbl)   2.76    5.78    3.60    4.61 
Effective royalty rate(1)   5.01%   7.97%   6.07%   7.27%

 

(1)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.

 

Royalties consist of crown royalties on bitumenproduction paid to the Province of Alberta, based on government prescribed royalty rates. Royalty rates are based on and adjust with theCanadian dollar equivalent WTI benchmark price.

 

The effective royalty rate was 5.01% and 6.07%during the three and six months ended June 30, 2025, respectively, compared to 7.97% and 7.27% for the same respective periods in 2024.The lower effective royalty rate reflects the decline in the Canadian denominated WTI benchmark price.

 

Realized and UnrealizedGain (Loss) on Risk Management Contracts

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Realized gain (loss)   9,823    (13,798)   8,722    (22,595)
Unrealized gain (loss)   25,839    12,839    32,188    (25,898)
Risk management contracts gains (losses)   35,662    (959)   40,910    (48,493)

 

Greenfire uses risk management to protect itscash flows against volatility in commodity prices. Financial contracts settled in the period result in realized gains or losses basedon the market price compared to the contract price and the notional volume outstanding.

 

During the three and six months ended June 30,2025, Greenfire recognized realized gains of $9.8 million and $8.7 million, respectively, compared to realized losses of $13.8 millionand $22.6 million for the same periods of 2024. Realized gains occur when the average price of the hedged commodity settles below thecontract price, while realized losses occur in the opposite scenario. Generally, realized gains and losses on risk management contractsresulting 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 financialcontracts are reported as unrealized gains or losses as the forward markets for commodities fluctuate. When adjusting the risk managementcontracts to their fair value on June 30, 2025, Greenfire recognized a non-cash unrealized gain of $25.8 million, compared to an unrealizedgain of $12.8 million for the same quarter of 2024. The unrealized gain on risk management contracts for the six months ended June 30,2025 were $32.2 million compared to an unrealized loss of $25.9 million for the same period of 2024.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 6

 

 

 

 

 

Diluent Expense

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Diluent expense   56,290    84,545    130,284    176,227 
- ($/bbl)(1)   10.54    11.23    11.40    13.02 

 

(1)Represents the differential cost of diluent to diluted bitumen.Calculation is based on oil sales less diluent expense, over bitumen sales volume (bbls), less oil sales per barrel.

 

To facilitate the transportation of bitumen, theCompany uses condensate as a blending diluent. Greenfire’s diluent expense includes the cost of condensate and its associated transportationcosts. Diluent expense per barrel represents the cost difference between purchased condensate and the value recovered from selling thesame volume of diluted bitumen.

 

Diluent expense per bbl declined by 6% (or $0.69/bbl)to $10.54/bbl for the three months ended June 30, 2025, compared to $11.23/bbl in the same quarter of 2024. The decrease is primarilydue to an increase in undiluted bitumen sales, which rose to 9.5% of total bitumen sales from 5.4% in the same quarter of 2024.

 

Diluent expense per bbl decreased 12% (or $1.62/bbl)for the six months ended June 30, 2025, to $11.40/bbl compared to $13.02/bbl for the six months ended June 30, 2024. The decrease is dueto an increase in undiluted bitumen sales, which rose to 8.8% of total bitumen sales from 4.4% in the same period of 2024 and the lowerprice differential between WCS and Edmonton Condensate (C5+) (see “Production and Commodity Pricing - Commodity Prices” sectionof this MD&A).

 

Transportation and Marketing Expense

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Marketing fees   2,604    2,913    6,015    5,195 
Oil transportation expense   9,811    10,400    20,585    21,317 
Transportation and marketing   12,415    13,313    26,600    26,512 
Marketing fees ($/bbl)   1.83    1.70    2.02    1.48 
Oil transportation expense ($/bbl)   6.89    6.07    6.88    6.05 
Transportation and marketing ($/bbl)   8.72    7.77    8.90    7.53 

 

Transportation expenses include the costs to movebitumen between the Hangingstone assets and to the sales point. Marketing fees relate to exclusive marketing contracts with a reputableinternational energy marketing company. These exclusive marketing contracts are expected to expire between April 2026 and October 2028.

 

Transportation and marketing expense per bbl increased12% (or $0.95/bbl) for the three months ended June 30, 2025, to $8.72/bbl compared to $7.77/bbl in the same quarter of 2024.

 

Transportation and marketing expense per bbl increasedby 18% (or $1.37/bbl) for the six months ended June 30, 2025, to $8.90/bbl compared to $7.53/bbl for the six months ended June 30, 2024.

 

The increase in oil transportation expense perbarrel in both periods was driven by the long-haul trucking costs associated with selling a greater proportion of bitumen as undiluted.

 

The increase in marketing fees per barrel in bothperiods reflects a greater share of production from the Demo Asset, which is subject to higher marketing fees than the Expansion Asset.

 

Operating Expenses

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Operating expenses – energy   6,700    7,000    16,141    19,506 
Operating expenses – non-energy   25,123    27,997    53,611    51,839 
Operating expenses   31,823    34,997    69,752    71,345 
Operating expenses – energy ($/bbl)   4.71    4.08    5.40    5.54 
Operating expenses – non-energy ($/bbl)   17.64    16.34    17.93    14.71 
Operating expenses ($/bbl)   22.35    20.42    23.33    20.25 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 7

 

 

 

 

 

Operating expenses include energy operating expensesand non-energy operating expenses.

 

Energyoperating expenses include the cost of natural gas for steam generation and NCG co-injection, and electricity for facility operations.NCG is used to manage reservoir pressure, and improve recovery.

 

Non-energyoperating expenses relate to production-related operating activities, including staff, contractors and associated travel and camp costs,chemicals and treating, insurance, equipment rentals, maintenance and site administration, among other costs.

 

For the three months ended June 30, 2025, operatingexpenses per bbl increased 9% (or $1.93/bbl) to $22.35/bbl compared to $20.42/bbl in the same quarter of 2024. Energy operating costsper bbl increased 15% (or $0.63/bbl) to $4.71/bbl due to higher natural gas prices. Non-energy operating costs increased 8% (or $1.31/bbl)to $17.64/bbl primarily due to the fixed portion of operating expenses being allocated over a lower production volume.

 

For the six months ended June 30, 2025, operatingexpenses per bbl increased 15% (or $3.08/bbl) to $23.33/bbl compared to $20.25/bbl in the same period of 2024. Energy operating costsper bbl decreased 3% (or $0.14/bbl) to $5.40/bbl primarily due to lower benchmark power prices. Non-energy operating costs increased 22%(or $3.22/bbl) due to higher staffing costs following the transition from stock-based compensation to annual cash bonuses.

 

Depletion and Depreciation Expenses

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Depletion   19,915    17,130    41,476    35,110 
Depreciation   53    23    109    46 
Depletion and depreciation expense   19,968    17,153    41,585    35,156 
- ($/bbl)   14.03    10.01    13.91    9.98 

 

For the three and six months ended June 30, 2025,depletion and depreciation per bbl increased by 40% (or $2.8 million) and 39% (or $6.4 million), respectively, compared to the same periodsin 2024. The increase in both periods was driven by the inclusion of future development costs related to the 72% increase in proved andprobable reserves as outlined in the year-end 2024 reserve report and disclosed in the Company’s 2024 AIF.

 

Operating Netback(1)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Gross profit(2)   55,829    58,581    90,221    46,513 
Depletion   19,915    17,130    41,476    35,110 
Loss (gain) on risk management contracts   (35,662)   959    (40,910)   48,493 
Operatingnetback, excluding realized gain (loss) on risk management contracts(1)   40,082    76,670    90,787    130,116 
Realized gain (loss) on risk management contracts   9,823    (13,798)   8,722    (22,595)
Operating netback(1)   49,905    62,872    99,509    107,521 
Operating netback, excluding realized gain (loss) on risk management contracts ($/bbl)(1)   28.16    44.73    30.36    36.94 
Operating netback ($/bbl)(1)   35.06    36.68    33.28    30.52 

 

(1)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.
(2)Supplementary financial measure. Refer to the “SupplementaryFinancial Measures” section of this MD&A.

 

Operating netback per bbl decreased 4% (or $1.62/bbl)for the three months ended June 30, 2025, to $35.06/bbl compared to $36.68/bbl in the same quarter of 2024. The decrease was driven bya lower oil sales, partially offset by realized gains on risk management contracts.

 

Operating netback per bbl increased 9% (or $2.76/bbl)for the six months ended June 30, 2025, to $33.28/bbl compared to $30.52/bbl in the same period of 2024. This increase was largely dueto an increase in realized gains on risk management contracts and a reduction in diluent costs per barrel, partially offset by lower oilsales.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 8

 

 

 

 

Gross Profit (Loss)(1)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Oil sales, net of royalties   140,610    209,525    317,423    404,200 
Gain (loss) on risk management contracts   35,662    (959)   40,910    (48,493)
    176,272    208,566    358,333    355,707 
Diluent expense   (56,290)   (84,545)   (130,284)   (176,227)
Transportation and marketing   (12,415)   (13,313)   (26,600)   (26,512)
Operating expenses   (31,823)   (34,997)   (69,752)   (71,345)
Depletion   (19,915)   (17,130)   (41,476)   (35,110)
Gross profit(1)   55,829    58,581    90,221    46,513 
Gross profit ($/bbl)(1)   39.22    34.18    30.17    13.20 

 

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

 

Gross profit decreased by $2.8 million for thethree months ended June 30, 2025, to $55.8 million compared to $58.6 million in the second quarter of 2024. The decrease relates to loweroil sales, offset by gains on risk management contracts.

 

Gross profit increased by $43.7 million for thesix months ended June 30, 2025, to $90.2 million compared to $46.5 million in the same period of 2024. The increase primarily relatesto gains on risk management contracts, offset by lower oil sales.

 

General & Administrative Expenses (“G&A”)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
General and administrative expenses   5,023    3,869    14,430    8,618 
- ($/bbl)   3.53    2.26    4.83    2.45 

 

G&A expenses include head office and corporatecosts such as salaries and employee benefits, legal fees, engineering services, audit and tax-related fees, and may also include expensesrelated to corporate strategic initiatives if any, among other costs.

 

For the three months ended June 30, 2025, G&Aexpenses increased by 30% (or $1.2 million) to $5.0 million compared to $3.9 million for the same period of 2024. The increase is attributableto the introduction of a new employee incentive structure consisting solely of an enhanced annual cash bonus, which replaced the prioromnibus share incentive plan in January 2025. Refer to the “Stock-Based Compensation” section of this MD&A for furtherinformation.

 

During the six months ended June 30, 2025, G&Aexpenses increased by 67% (or $5.8 million) to $14.4 million compared to $8.6 million for the same period of 2024. The six months endedJune 30, 2025, includes a one-time expense of $1.9 million associated with challenging the Company’s adoption of a shareholder rightsplan, in which WEF was successful. Refer to the “Related Party Transaction” section in this MD&A for further information.The remaining increase reflects the previously discussed changes in employee incentive compensation.

 

Stock-Based Compensation

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Stock-based compensation   398    2,568    1,650    3,420 
- ($/bbl)   0.28    1.50    0.55    0.97 

 

The stock-based compensation expense relates toshare awards issued under the omnibus share incentive plan (the “Incentive Plan”) adopted in February 2024. The Company’sBoard of Directors suspended further grants under the Incentive Plan as the Company’s incentive compensation plan will comprisesolely of an annual cash bonus. The remaining awards will be expensed over their vesting periods.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 9

 

 

 

 

 

Financing and Interest Expenses

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Interest expense   10,623    12,611    21,148    25,605 
Accretion   2,501    5,148    4,256    7,610 
Financing and interest expenses   13,124    17,759    25,404    33,215 

 

Interest expense includes cash-settled intereston the 2028 Notes, Senior Credit Facility, EDC Facility, and other related charges. Accretion includes the amortization of debt issuancecosts, accrual of redemption premiums on the 2028 Notes, accretion of lease liability and accretion of decommissioning liabilities.

 

For the three months ended June 30, 2025, financingand interest expenses decreased by 26% (or $4.6 million) to $13.1 million compared to $17.8 million for the same quarter of 2024. Duringthe six months ended June 30, 2025, interest and finance expenses decreased by 24% (or $7.8 million) to $25.4 million compared to $33.2million for the same period of 2024. The decrease in both periods was due to a reduction in outstanding debt following the July 2024 partialrepayment of the 2028 Notes.

 

Refer to the “Capital Resources and Liquidity”section in this MD&A for more details of Greenfire’s long-term debt, revolving credit facility and EDC Facility.

 

Exploration Expenses

 

The Company’s exploration expenses primarilyconsist of escalating mineral lease rentals on undeveloped lands. In the three and six months ended June 30, 2025, exploration expenseswere $0.6 million and $1.3 million, respectively, compared to $0.6 million and $1.1 million for the same respective periods in 2024.

 

Other Income

 

Other income primarily consists of interest earnedon the Company’s cash and cash equivalent balances. The Company’s other income for the three and six months ended June 30,2025, was $0.7 million and $1.4 million, respectively, compared to other income of $1.3 million and $2.7 million, respectively in 2023.

 

Foreign Exchange Loss (Gain)

 

The Company’s foreign exchange loss (gain)is driven by fluctuations in the US dollar to Canadian dollar exchange rate and is primarily related to the principal and interest componentsof the Company’s US dollar denominated debt.

 

In the three and six months ended June 30, 2025,Greenfire recorded foreign exchange gains of $14.2 million, compared to losses of $3.5 million and $11.8 million for the respective comparativeperiods in 2024. For the three and six months ended June 30, 2025, the gains related to the Canadian dollar appreciating against the USdollar, compared to the losses associated with the weakening trend in the comparative periods of 2024.

 

Loss (Gain) on Revaluation of Warrants

 

The outstanding warrants entitle each warrantholder to purchase one common share of Greenfire and expire on September 19, 2028. The warrants contain a cashless exercise feature, permittingsettlement without the cash payment of the exercise price via the issuance of a net, number of common shares. This cashless exercise featureresults in the warrants being treated as a financial liability and necessitates their remeasurement at each reporting period.

 

When revaluing the warrants to fair value, theCompany recognized gains of $5.9 million and $13.8 million for the three months and six months ended June 30, 2025, respectively, comparedto losses of $0.7 million and $7.1 million for the same periods of 2024. The 2025 gains reflect declines in the Company’s commonshare price relative to their opening price in the respective periods.

 

Taxes

 

Deferred income tax assets are recognized to theextent that the realization of the related tax benefit through future taxable profits is probable based on current tax pools and estimatedfuture income. For the three and six months ended June 30, 2025, Greenfire recognized a deferred income tax expense of $8.6 millionand $11.8 million, respectively.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 10

 

 

 

 

 

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

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Net income (loss) and comprehensive income (loss)   48,730    30,848    64,893    (16,067)
Add (deduct):                    
Income tax expense   8,639    -    11,849    - 
Unrealized (gain) loss on risk management contracts   (25,839)   (12,839)   (32,188)   25,898 
Stock-based compensation   398    2,568    1,650    3,420 
Financing and interest   13,124    17,759    25,404    33,215 
Depletion and depreciation   19,968    17,153    41,585    35,156 
Non-recurring transactions(2)   -    -    1,853    - 
Loss (gain) on revaluation of warrants   (5,852)   683    (13,848)   7,062 
Foreign exchange loss (gain)   (14,192)   3,512    (14,236)   11,787 
Other income   (703)   (1,261)   (1,373)   (2,702)
Adjusted EBITDA(1)   44,273    58,423    85,589    97,769 
Adjusted EBITDA(1) ($/bbl)   31.10    34.09    28.62    27.76 

 

(1)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.
(2)See “Related Party Transaction” section in thisMD&A for further information.

 

For the three months ended June 30, 2025, Greenfiregenerated net income of $48.7 million compared to $30.9 million in the same quarter of 2024, an increase of $17.9 million. This increasewas driven by gains on risk management contracts, foreign exchange gains, and the revaluation of warrants.

 

For the six months ended June 30, 2025, Greenfiregenerated net income of $64.9 million, compared to a net loss of $16.1 million in the same period in 2024, an increase of $81.0 million.This increase was driven by gains on risk management contracts, foreign exchange gains, and the revaluation of warrants.

 

Adjusted EBITDA decreased 24% (or $14.2 million)for the three months ended June 30, 2025, to $44.3 million compared to $58.4 million for the same quarter of 2024. Adjusted EBITDA decreased12% (or $12.2 million) for the six months ended June 30, 2025, to $85.6 million compared to $97.8 million for the same period of 2024.The decrease in both periods was driven by lower oil sales, resulting from a decrease in sales volume and lower realized pricing, partiallyoffset by gains on realized risk management contracts.

 

Net Income (Loss) per Share

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ per share, unless otherwise noted)  2025   2024   2025   2024 
Net income (loss) per share - basic  $0.69   $0.45   $0.92   $(0.23)
Net income (loss) per share - diluted  $0.69   $0.43   $0.92   $(0.23)
Weighted average common shares outstanding – basic (’000)   70,119    69,123    70,538    68,923 
Weighted average common shares outstanding – diluted (’000)   70,219    72,119    70,638    68,923 

 

For the three and six months ended June 30, 2025,basic net income (loss) per share increased by $0.24/ share and $1.15/ share, respectively, compared to the same periods in 2024. Dilutednet income (loss) per share increased by $0.26/ share and $1.15/ share, respectively, compared to the same periods in 2024. The increasesreflect the higher net income for the three and six months ended June 30, 2025, when compared to the same periods in 2024.

 

RISK MANAGEMENT

 

The Company’s activities expose it to avariety of financial risks that arise as a result of its exploration, development, production and financing activities. These risks includecredit risk, liquidity risk and market risk. Market risk is the risk that changes in market conditions, such as commodity prices, foreignexchange 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 riskon its oil sales, diluent expense and energy operating costs due to fluctuations in market prices. The Company continues to execute arisk management program that is primarily designed to reduce the volatility of revenue and cash flow, generate sufficient cash flows toservice debt obligations and fund the Company’s operations. The Company’s risk management liabilities may consist of hedginginstruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differential, condensate differential,natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 11

 

 

 

 

 

The Company’s obligations under its 2028Notes (as outlined in the “Capital Resources and Liquidity – Long Term Debt” section of this MD&A), includes a requirementto implement and maintain a twelve month forward commodity price risk management program encompassing not less than 50% of the hydrocarbonoutput 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 doesnot 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 statementsof comprehensive income (loss) in the period in which they arise.

 

Outstanding Financial Risk Management Contracts at June 30, 2025

 

   Instrument  Units  Volume (bbls/d)   Swap Price   Put Price   Call Price 
Q3 2025  WTI Fixed Price Swap  C$ / bbl   9,450   $101.00    -    - 
Q3 2025  WCS Differential Swap  US$ / bbl   12,600   $(10.90)   -    - 
Q4 2025  WTI Fixed Price Swap  C$ / bbl   9,450   $100.85    -    - 
Q4 2025  WCS Differential Swap  US$ / bbl   12,600   $(13.50)   -    - 
Q1 2026  WTI Fixed Price Swap  C$ / bbl   2,549   $96.95    -    - 
Q1 2026  WTI Costless Collar  C$ / bbl   4,951    -   $81.89   $100.16 
Q2 2026  WTI Costless Collar  C$ / bbl   5,027    -   $78.50   $83.84 
Q2 2026  WTI Costless Collar  US$ / bbl   2,473    -   $57.00   $65.15 

 

Financial Risk Management Contracts Subsequent to June 30, 2025

 

Subsequent to June 30, 2025 Greenfire enteredinto the following financial commodity risk management contracts:

 

   Instrument  Units  Volume (bbls/d)   Put Price   Call Price 
Q3 2026  WTI Costless Collar  US$ / bbl   7,500   $60.00   $65.10 

 

Foreign Exchange Risk

 

The Company is exposed to foreign currency riskon the principal and interest components of its US dollar denominated 2028 Notes and US Dollar denominated cash, cash equivalents, accountsreceivables, accounts payables and accrued liabilities and risk management contracts. As at June 30, 2025, Greenfire’s net foreignexchange risk exposure was US$205.0 million liability and a 10% change in the foreign exchange rate would result in a $28.0 million changein the foreign exchange gain or loss.

 

Interest Rate Risk

 

Interest rate risk is the risk that future cashflows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowingsdrawn 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 interestrates and are not exposed to changes in interest rates.

 

Credit Risk

 

Credit risk is the risk of financial loss to theCompany if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally fromthe Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil salesand joint interest partners.

 

The Company manages its credit risk exposure bytransacting 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 receivablesare typically collected within one to three months of the invoice being issued.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company willnot be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintainsufficient available reserves to meet its financial obligations at any point in time. The Company expects to achieve this objective throughprudent capital spending, an active commodity risk management program and through strategies such as continuously monitoring forecastand actual cash flows from operating, financing and investing activities, and available credit facilities. Management believes that futurecash flows generated from these sources will be adequate to settle Greenfire’s financial liabilities.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 12

 

 

 

 

 

CAPITAL RESOURCES AND LIQUIDITY

 

The Company’s capital management objectiveis to maintain financial flexibility and sufficient liquidity to execute on planned capital programs, while meeting short and long-termcommitments, including servicing and repaying long term debt. The Company strives to actively manage its capital structure in responseto changes in economic conditions and further deleverage its balance sheet. At June 30, 2025, the Company’s capital structure consistsof working capital surplus (deficit), long-term debt and shareholders’ equity. Management believes its current capital resourcesand its ability to manage cash flow and working capital levels will allow the Company to meet its current and future obligations, to makeinterest and principal payments, and to fund the other needs of the business.

 

Long Term Debt

 

The senior secured notes (the “2028 Notes”)bear interest at the fixed rate of 12.00% per annum payable semi-annually, mature on October 1, 2028. The 2028 Notes are secured by asecond priority lien on the Company’s assets and are junior to amounts owing to the Senior Credit Facility lenders.

 

The2028 Notes are not subject to any financial covenants but subject to certain exceptions and qualifications. The indenture governing the2028 Notes (the “2028 Indenture”) contains certain non-financial covenants that limit the Company’s ability to, amongother 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 calendarmonth forecasted production(1)until the outstanding principal is less than US$100 million, and to limit capital expenditures to US$150(2)million annually until the outstanding principal is less than US$150 million. As at June 30, 2025 the Company was compliant with allcovenants.

 

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.

 

The2028 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 isreduced to 25% of Excess Cash Flow until the principal outstanding on the 2028 Notes is US$100 million.

 

On July 21, 2025, the Company redeemed $1.9 million(US$1.4 million) of the 2028 Notes under the ECF Sweep. The next redemption, if applicable, is due by March 6, 2026.

 

As at June 30, 2025, the carrying value of theCompany’s long-term debt was $314.7 million and the fair value was $343.0 million (December 31, 2024 carrying value – $328.9million, fair value - $371.2 million).

 

Senior CreditFacility

 

Greenfire has a reserve-based credit facility(the “Senior Credit Facility”) comprised of an operating facility and a syndicated facility. Total credit available underthe 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 facilityavailable on a revolving basis until May 31, 2026. The Senior Credit Facility may, subject to the lenders’ approval, be extendedfor a 364-day period. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstandingwould be repayable on May 31, 2027. The Senior Credit Facility is subject to a semi-annual borrowing base review, occurring in May andNovember of each year. The borrowing base is determined based on the lenders’ evaluation of the Company’s hydrocarbon reservesand their commodity price outlook at the time of each borrowing base review.

 

The Senior Credit Facility is secured by a firstpriority security interest on substantially all of the assets of the Company and is senior in priority to the 2028 Notes. The Senior CreditFacility contains certain covenants that limit the Company’s ability to, among other things, incur additional indebtedness, createor 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 theCompany’s proved developed producing (“PDP”) forecast in the Company’s most recent reserve report, as determinedby 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 the2028 Note Indenture to increase the annual capital expenditure limitation from CAD$100 million to US$150 million, until the outstandingprincipal amount of the 2028 Notes is less than US$150 million.
(3)Consolidated indebtedness under the 2028 Indenture includesamounts outstanding under the 2028 Notes, amounts outstanding under the Senior Credit Facility, and any leases that would be classifiedas a “capital lease” under IAS® 17 – Leases (superseded).

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 13

 

 

 

 

 

Amounts borrowed under the Senior Credit Facilitybear interest at a floating rate based on the applicable Canadian prime rate, US base rate, adjusted secured overnight financing rateor 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 undrawnportion of the Senior Credit Facility range from 0.6875% to 1.5625% based on a debt to EBITDA ratio. As at June 30, 2025, the Companyhad no amounts drawn under the Senior Credit Facility.

 

Letter of Credit Facility

 

Greenfire maintains a separate $55.0 million letterof credit facility (the “EDC Facility”) with a Canadian bank that is supported by a performance security guarantee from ExportDevelopment Canada (“EDC”). The EDC Facility is available on a demand basis. As at June 30, 2025, the Company had $54.0 million(December 31, 2024 - $54.0 million) in letters of credit outstanding under the EDC Facility.

 

Adjusted Working Capital Surplus(1)

 

   June 30,   December 31, 
($ thousands)  2025   2024 
Current assets   187,689    144,238 
Current liabilities   (66,565)   (335,859)
Working capital surplus (deficit)   121,124    (191,621)
Current portion of risk management contracts   (31,940)   248 
Current portion of long-term debt   5,064    248,489 
Adjusted working capital surplus(1)   94,248    57,116 

 

(1)Non-GAAP measure without a standardized meaning under IFRS AccountingStandards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.

 

As of June 30, 2025, working capital increasedto a surplus of $121.1 million, compared to a deficit of $191.6 million at December 31, 2024, representing an improvement of $312.7 million.This was driven by the Company’s offer to repurchase a portion of its 2028 Notes, resulting in those 2028 Notes being presentedas a current liability at December 31, 2024. This offer expired on February 19, 2025, see the “Capital Resources and Liquidity –Long-Term Debt” section of this MD&A. Adjusted working capital surplus increased to $94.2 million as at June 30, 2025, from$57.1 million as at December 31, 2024. The increase was primarily due to a reduction in the warrant liability.

 

Share Capital

 

   August 6,   June 30,   December 31, 
(thousands of shares, units, or warrants)  2025   2025   2024 
Common shares   70,253    70,252    69,718 
Warrants   7,527    7,527    7,527 
Performance warrants   -    -    2,520 
Deferred share units   -    -    21 
Performance share units   515    524    875 
Restricted share units   96    100    136 

 

The Company is authorized to issue an unlimitednumber of Common Shares without a nominal or par value. The Company’s Board of Directors has suspended further grants under theIncentive Plan.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 14

 

 

 

 

Cash Flow Summary

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Cash provided (used) by:                    
Operating activities   17,732    85,163    52,405    102,227 
Financing activities   (118)   (49)   (2,055)   (100)
Investing activities   (17,951)   (15,892)   (45,765)   (53,573)
Exchange rate impact on cash and cash equivalents   (1,921)   521    (2,024)   1,898 
Change in cash and cash equivalents   (2,258)   69,743    2,561    50,452 

 

Cash Provided by Operating Activities

 

Cash provided by operating activities in thesecond quarter of 2025 was $17.7 million, compared to cash provided by operating activities of $85.2 million in the same period in 2024.For the six months ended June 30, 2025, cash provided by operating activities was $52.4 million compared to cash provided by operatingactivities of $102.2 million in 2024. The decrease in both periods relates to lower Adjusted EBITDA and changes to non-cash working capital. 

 

Based on current and forecasted production levels,operating expenses, capital expenditures, existing commodity price risk management contracts and current outlook for commodity prices,the Company expects cash provided by operating activities will be sufficient to cover its operational commitments and financial obligationsunder the 2028 Indenture and the credit agreement governing the Senior Credit Facility over the next twelve months.

 

Cash Used in Financing Activities

 

Cash used in financing activities for second quarterof 2025 and 2024 was $0.1 million. Cash used in financing activities for the six months ended June 30, 2025 was $2.1 million, comparedto cash used in financing activities of $0.1 million in the same period of 2024. The increase related to higher lease payments duringthe six months ended June 30, 2025.

 

Cash Used in Investing Activities

 

Cash used in investing activities for second quarterof 2025 was $18.0 million, compared to cash flow used in investing activities of $15.9 million in the same period of 2024. The increaseis attributable to changes in non-cash working capital, partially offset by lower capital expenditures for the three months ended June30 2025.

 

Cash used in investing activities for the sixmonths ended June 30, 2025, was $45.8 million, compared to $53.6 million in the same period of 2024. The decrease is attributable to lowercapital expenditures during the six months ended June 30, 2025.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 15

 

 

 

 

Capital Expenditures(1)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Property, plant and equipment expenditures   10,840    21,824    37,139    53,744 
Acquisitions   -    1,185    -    3,714 
Capital expenditures(1)   10,840    23,009    37,139    57,458 

 

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

 

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

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands)  2025   2024   2025   2024 
Cash provided by operating activities   17,732    85,163    52,405    102,227 
Non-recurring transactions(2)   -    -    1,853    - 
Changes in non-cash working capital   16,111    (37,956)   11,029    (27,431)
Adjusted funds flow(1)   33,843    47,207    65,287    74,796 
Property, plant and equipment expenditures   (10,840)   (21,824)   (37,139)   (53,744)
Acquisitions   -    (1,185)   -    (3,714)
Adjusted free cash flow(1)   23,003    24,198    28,148    17,338 

 

(1)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.

 

(2)See “Related Party Transaction” section in thisMD&A for further information.

 

Adjusted funds flow was $33.8 million, duringthe three months ended June 30, 2025, compared to $47.2 million during the same period in 2024. Adjusted funds flow was $65.3 million,during the six months ended June 30, 2025, compared to $74.8 million during the same period in 2024. The decrease in adjusted funds flowfor both periods was driven by lower cash provided by operating activities relative to 2024.

 

Adjusted free cash flow was $23.0 million, duringthe three months ended June 30, 2025, compared to $24.2 million during the same period in 2024. The decrease relates to lower adjustedfunds flow, partially offset by a decrease in capital expenditures in the second quarter of 2025 compared to the same quarter in 2024.

 

Adjusted free cash flow was $28.1 million forthe six months ended June 30, 2025, compared to $17.3 million for the six months ended June 30, 2024. This increase was primarily attributableto lower capital expenditures, partially offset by a decrease in adjusted funds flow.

 

RELATED PARTY TRANSACTION

 

In 2025, Greenfire agreed to reimburse WEF forapproximately $1.9 million of legal fees associated with the Change of Control Transaction including its adoption of a shareholder rightsplan and related hearings before the Alberta Securities Commission, in which WEF was successful. The reimbursement was reviewed and approvedby the independent members of the Company’s Board of Directors.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 16

 

 

 

 

 

RISK FACTORS

 

The Company’s business is subject to numerousrisks and uncertainties, any of which may adversely affect the Company’s business and its financial results and results of its operations.Certain of these risks and uncertainties are described throughout this MD&A. For additional information refer to the “Risk Factors”section in our 2024 AIF, which is also filed with the SEC under cover of Form 40-F, is available online at www.sedarplus.ca,www.sec.gov and on our website at www.greenfireres.com.

 

SUMMARY OF QUARTERLY RESULTS

 

   2025   2024   2023 
($ thousands, unless otherwise noted)  Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3 
BUSINESS ENVIRONMENT(1)      80                         
WTI (US$/bbl)   63.74    71.42    70.27    75.09    80.57    76.96    78.32    82.26 
WTI (C$/bbl)   88.22    102.47    98.32    102.42    110.25    103.80    106.66    110.31 
WCS (C$/bbl)   74.00    84.29    80.75    83.94    91.63    77.76    76.85    93.00 
AECO (C$/GJ)   1.60    2.05    1.40    0.65    1.12    2.36    2.18    2.46 
FX (USD:CAD)(2)   1.384    1.435    1.399    1.364    1.368    1.349    1.362    1.341 
OPERATING RESULTS                                        
Bitumen production (bbls/d)   15,748    17,495    19,384    19,125    18,993    19,667    17,335    14,670 
FINANCIAL RESULTS                                        
Oil sales   144,542    183,637    208,895    193,643    219,444    200,990    161,730    160,967 
Oil sales ($/bbl)   72.53    82.10    79.00    83.01    89.93    75.41    71.04    89.96 
Operating expenses   31,823    37,929    40,864    40,655    34,997    36,348    35,084    38,442 
Operating expenses ($/bbl)   22.35    24.21    21.83    23.90    20.42    20.10    22.05    29.12 
Gross profit (loss)(3)   55,829    34,392    26,471    76,772    58,581    (12,068)   29,150    28,919 
Operating netback(4)   49,905    49,604    65,183    57,833    62,872    44,649    27,353    50,254 
Operating netback ($/bbl)(4)   35.06    31.67    34.81    34.00    36.68    24.69    17.19    38.08 
Adjusted EBITDA(4)   44,273    41,316    62,472    53,388    58,423    39,346    23,434    46,434 
Net income (loss) and comprehensive income (loss)   48,730    16,163    78,562    58,916    30,848    (46,915)   (4,659)   (138,689)
     Per share - basic   0.69    0.23    1.13    0.85    0.45    (0.68)   (0.07)   (2.72)
     Per share - diluted   0.69    0.23    1.09    0.82    0.43    (0.68)   (0.07)   (2.72)
Cash provided by (used in) operating activities   17,732    34,673    60,195    (17,875)   85,163    17,064    25,530    41,873 
Adjusted funds flow(4)   33,843    31,444    52,950    44,104    47,207    27,589    10,517    36,173 
Capital expenditures(3)   10,840    26,299    13,161    21,175    23,009    34,449    19,413    9,587 
Adjusted free cash flow(4)   23,003    5,145    39,789    22,929    24,198    (6,860)   (8,896)   26,586 
FINANCIAL POSITION                                        
Cash and cash equivalents   69,980    72,238    67,419    37,709    159,977    90,234    109,525    65,976 
Restricted cash   -    -    -    -    -    -    -    43,779 
Total assets   1,285,472    1,270,152    1,257,471    1,163,759    1,247,106    1,193,953    1,173,483    1,198,889 
Total non-current financial liabilities   331,914    338,990    100,181    244,727    301,623    337,999    348,200    331,273 
Total debt   314,705    329,627    328,930    308,561    396,584    387,966    376,350    382,842 
Shareholders’ equity   886,993    838,126    821,431    742,384    681,118    648,156    695,000    699,657 

 

(1)These benchmark prices are not the Company’s realizedsales price.
(2)Quarterly average exchange rates as per the Bank of Canada.
(3)Supplementary financial measure. Refer to the “SupplementaryFinancial Measures” section of this MD&A.
(4)Non-GAAP measures without a standardized meaning under IFRSAccounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section in this MD&A.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 17

 

 

 

 

 

NON-GAAP AND OTHER FINANCIAL MEASURES

 

Certain financial measures in this MD&A arenon-GAAP financial measures or ratios. These measures do not have a standardized meaning under IFRS Accounting Standards and thereforemay not be comparable to similar measures provided by other companies. These non-GAAP measures should not be considered in isolation oras an alternative for measures of performance prepared in accordance with IFRS Accounting Standards. This MD&A also contains supplementaryfinancial 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-GAAPfinancial measures.

 

Supplementary financial measures and ratiosinclude: gross profit (loss), capital expenditures and depletion.

 

While these measures are commonly used in theoil and natural gas industry, the Company’s determination of these measures may not be comparable with calculations of similar measurespresented by other reporting issuers. We believe that the inclusion of these specified financial measures provides useful informationto 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, transactioncosts, refinancing costs and is adjusted for certain non-cash items, or other items that are considered non-recurring in nature or outsideof 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 isused to measure Greenfire’s profitability from its underlying asset base on a continuing basis. This measure is not intended torepresent net income (loss) and comprehensive income (loss) in accordance with IFRS Accounting Standards. For a reconciliation of netincome (loss) and comprehensive income (loss) to adjusted EBITDA, see the “Results of Operations – Net Income (loss) and comprehensiveincome (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 comparableGAAP measure to operating netback and operating netback, excluding realized (gain) loss on risk management contracts which are non-GAAPmeasures. These measures are not intended to represent gross profit (loss), net earnings or other measures of financial performance calculatedin accordance with IFRS Accounting Standards. Operating netback, excluding realized gain (loss) on risk management contracts is comprisedof gross profit (loss), plus loss on risk management contracts, less gain on risk management contracts and less depletion expense on theCompany’s operating assets. Operating netback, excluding realized gain (loss) on risk management contracts per barrel ($/bbl) iscalculated by dividing operating netback , excluding realized gain (loss) on risk management contracts by the Company’s bitumensales volume in a specified period. Operating netback is further adjusted for realized gain (loss) risk management contracts, as appropriate.Operating netback per barrel ($/bbl) is calculated by dividing operating netback by the Company’s bitumen sales volume in a specifiedperiod. When Operating netback is expressed on a per barrel basis it is a non-GAAP ratio. Operating netback and operating netback, excludingrealized gain (loss) on risk management contracts are financial measures widely used in the oil and gas industry as supplementary measuresof a company’s efficiency and ability to generate cash flow for debt repayments, capital expenditures or other uses. See the “FinancialResults – Operating Netback” section in this MD&A for a reconciliation of gross profit (loss) to operating netback andoperating netback, excluding realized gain (loss) on risk management contracts.

 

Adjusted Funds Flow

 

Cash provided by operating activities is the mostdirectly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. This measure is not intended to represent cashprovided by operating activities calculated in accordance with IFRS Accounting Standards.

 

The adjusted funds flow measure allows managementand others to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cashflow 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 natureor outside of normal business operations. For a reconciliation of cash provided by operating activities to adjusted funds flow, see the“Capital Resources and Liquidity – Adjusted Funds Flow and Adjusted Free Cash Flow” section in this MD&A.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 18

 

 

 

 

 

Adjusted Free Cash Flow

 

Cash provided by operating activities is the mostdirectly comparable GAAP measure for adjusted free cash flow, which is a non-GAAP measure. Management uses adjusted free cash flow asan indicator of the efficiency and liquidity of its business, measuring its funds after capital investment that are available to managedebt levels and return capital to shareholders. By removing the impact of current period property, plant and equipment expenditures fromadjusted free cash flow, management monitors its adjusted free cash flow to inform its capital allocation decisions. We compute adjustedfree cash flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transactioncosts, transactions considered non-recurring in nature or outside of normal business operations, property, plant and equipment expendituresand acquisitions. For a reconciliation of cash provided by operating activities to adjusted free cash flow, see the “Capital Resourcesand 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. Managementuses 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 royaltyrates are calculated using the estimated annual average Canadian dollar equivalent WTI benchmark price. These rates are applied to grossrevenue (pre-payout) or the greater of gross or net revenue (post-payout). “Payout” is reached when net revenue is greaterthan costs for the cumulative project. Pre-payout, the gross revenue royalty—bitumen realization net of transportation and storagecosts—starts at 1%, rising with the Canadian dollar WTI price to a maximum of 9%. Post-payout, the royalty is applied to the higherof the gross revenue royalty or the net revenue royalty (net of operating and capital costs).

 

The actual royalty rate applied will differ fromthe effective royalty rate. The effective royalty rate is calculated as royalty expense divided by oil sales after diluent and oil transportationexpenses.

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($ thousands, unless otherwise noted)  2025   2024   2025   2024 
Oil sales   144,542    219,444    328,179    420,434 
Diluent expense   (56,290)   (84,545)   (130,284)   (176,227)
Oil transportation expense   (9,811)   (10,400)   (20,585)   (21,317)
Oil sales after diluent and transportation expense   78,441    124,499    177,310    222,890 
Royalties   3,932    9,919    10,756    16,234 
Effective royalty rate   5.01%   7.97%   6.07%   7.28%

 

Adjusted Working Capital Surplus (Deficit)

 

Working capital surplus (deficit) is a GAAP measurethat is the most directly comparable measure to adjusted working capital surplus (deficit). These measures are not intended to representcurrent assets, net earnings or other measures of financial performance calculated in accordance with IFRS Accounting Standards. Adjustedworking capital surplus (deficit) is comprised of current assets less current liabilities on the Company’s balance sheet, and excludesthe current portion of risk management contracts and current portion of long-term debt, the latter of which is subject to estimates infuture commodity prices, production levels and expenses, among other factors. Adjusted working capital surplus (deficit) is presentedbecause it is a less volatile measure of current assets and current liabilities, after isolating for current portion of long-term debtand current portion of risk management contracts, a surplus of adjusted working capital surplus (deficit) will result in a future netcash inflow to the business that can be used by management to evaluate the Company’s short-term liquidity and its capital resourcesavailable at a point in time. A deficiency of adjusted working capital surplus (deficit) will result in a future net cash outflow, whichmay 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 financialmeasure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses gross profit (loss) to assess its core operatingperformance before considering other expenses such as general and administrative costs, financing costs, and income taxes. Gross profit(loss) is calculated as oil sales, net of royalties, plus gains on risk management contracts, less losses on risk management contracts,diluent expense, operating expense, depletion expense on the Company’s operating assets, transportation expenses and marketing expenses.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 19

 

 

 

 

 

Management believes that gross profit (loss) providesinvestors, analysts, and other stakeholders with useful insight into the Company’s ability to generate profitability from its coreoperations before non-operating expenses. When gross profit (loss) is expressed on a per barrel basis it is a supplementary financialratio. 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 financialmeasure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses capital expenditures to monitor the cash flows itinvests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plantand equipment expenditures and acquisitions.

 

Management believes that capital expendituresprovides investors, analysts and other stakeholders with a useful insight into the Company’s investments into property, plant andequipment. See the “Capital Resources and Liquidity – Capital Expenditures” section in this MD&A for a reconciliationof capital expenditures.

 

Depletion

 

The term “depletion” or “depletionexpense” is the portion of depletion and depreciation expense reflecting the cost of development and extraction of its bitumen reserves.The term “Depreciation expense” is the portion of depletion and depreciation expense for assets not directly associated withthe development and extraction of the Company’s bitumen reserves. When depletion expense is expressed on a per barrel basis it isa supplementary financial ratio.

 

Management uses these metrics to analyze thosecosts directly associated with capital cost of different property, plant and equipment types. A quantitative reconciliation of depletionexpense and depreciation expense to the most directly comparable GAAP financial measure, Depletion and depreciation expense, is containedunder the heading “Financial Results – Depletion and Depreciation Expenses” of this MD&A.

 

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

 

The Company enters into commitments and contractualobligations in the normal course of operations. The following table is a summary of management’s estimate of the contractual maturitiesof obligations as at June 30, 2025:

 

($ thousands)  1 Year   2-3 Years   4-5 Years   Thereafter   Total 
Accounts payable and accrued liabilities   52,080    -    -    -    52,080 
Lease liabilities(1)   5,128    772    2,722    730    9,352 
Long-term debt(2)   5,064    132,018    188,937    -    326,019 
Financial liabilities   62,272    132,790    191,659    730    387,451 
Transportation commitments   37,363    73,627    72,431    236,209    419,630 
Other commitments   299    598    598    1,047    2,542 
Total future payments   99,934    207,015    264,688    237,986    809,623 

 

(1)Amounts represent the expected undiscounted cash payments.

 

(2)Represents the undiscounted principal repayments of the 2028Notes.

 

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 itscash 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 abilityto generate adequate cash in the short term.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Greenfire does not maintain off-balance sheettransactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to havea material current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity,capital expenditures or capital resources and which are not disclosed in the financial statements.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 20

 

 

 

 

 

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

 

Certain accounting policies require that managementmake 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 circumstancesmay result in actual results or changes to estimates that differ materially from current estimates. The Company’s use of estimatesand judgements in preparing the annual financial statements are discussed in Note 2 of the annual financial statements.

 

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVERFINANCIAL REPORTING

 

Internal Control over Financial Reporting (“ICFR”)and Disclosure Controls and Procedures (“DC&P”)

 

The Company is required to comply with NationalInstrument 52-109 (“NI 52-109”) Certification of Disclosure in Issuers’ Annual and Interim Filings. NI 52-109 certificationfor the interim period ended June 30, 2025 requires that the Company disclose in its interim MD&A any material weaknesses or changesin ICFR and DC&P that occurred during the period that have materially affected, or are reasonably likely to materially affect, theCompany’s ICFR and DC&P. The Company confirms that no material weaknesses were identified or such changes were made to its ICFRand DC&P during the three months ended June 30, 2025.

 

FORWARD LOOKING STATEMENTS

 

This MD&A contains forward-looking statementsor forward-looking information within the meaning of the applicable United States federal securities laws and applicable Canadian securitieslaws (forward-looking information being collectively hereinafter referred to as “forward-looking statements”). Such forward-lookingstatements are based on expectations, estimates and projections as at the date of this MD&A. Any statements that involve discussionswith respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (oftenbut 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-lookingstatements. These forward-looking statements include, but are not limited to, statements and information concerning: the intentions, strategy,plans and future actions of the Company; that Greenfire plans to leverage its large resource base and significant infrastructure in placeto drive meaningful, capital-efficient production growth; Greenfire’s strategic objective to manage and enhance its asset portfolio tomaximize long-term net asset value per share for Greenfire shareholders, including by investing in proven, industry-standard SAGD optimizationtechniques at the Hangingstone Facilities; the expected timing for the restoration of full steam capacity at the Expansion Asset; Greenfire’sdiscussions with the AER regarding previously disclosed sulphur dioxide emissions exceedance, including the expected timing of installationand commissioning of a sulphur recovery unit and that this initiative will effectively restore compliance with sulphur dioxide emissionsrequirements at the Expansion Asset in a safe and efficient manner; Greenfire’s plans including development and construction around theExpansion CPF and the anticipated timing of drilling operations and anticipated production; development plans for a new SAGD pad; developmentplans, capital expenditures and operational strategies for the Expansion Asset and the Demo Asset; the 2025 Outlook, including the Company’scapital expenditures, and the Company’s production guidance; the Company’s ability to implement and maintain a twelve month forward commodityprice risk management program encompassing not less than 50% of the hydrocarbon output under the PDP reserves forecast in the Company’smost recent reserves report; the Board of Directors’ suspension of future grants under the Incentive Plan; management’s intent toactively manage the Company’s capital structure in response to changes in economic conditions and its intention to further deleveragethe Company’s balance sheet; management’s belief that the Company’s current capital resources and internally generatedcash flow, as supplemented by new and existing financing sources and investment activities, and its ability to manage working capitallevels will allow the Company to meet its current and future obligations, to make scheduled interest and principal payments, and to fundthe other needs of the business; expectations related to the Company’s risk management program; the expectation that cash providedby operating activities will be sufficient to cover its operational commitments and financial obligations under the 2028 Indenture andthe credit agreement governing the Senior Credit Facility over the next twelve months; and statements relating to the business and futureactivities of the Company after the date of this MD&A.

 

Management approved the capital expenditure andproduction guidance contained herein as of the date of this MD&A. The purpose of the capital expenditure and production guidance isto assist readers in understanding the Company’s expected and targeted financial position and performance, and this information may notbe appropriate for other purposes.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 21

 

 

 

 

 

Forward-looking statements are based on the beliefsof the Company’s management, as well as on assumptions, which management believes to be reasonable based on information availableat the time such statements were made. In addition to other assumptions set out herein, the forward-looking statements contained hereinare based on the following assumptions: Greenfire’s ability to compete with other companies; the anticipated future financial oroperating performance of the Company; the expected results of operations; expectations that current trends and impacts may continue; assumptionsas to future drilling results; assumptions as to costs and commodity prices; the timing and amount of funding required to execute theCompany’s business plans; assumptions about future capital expenditures; the effect on the Company of any changes to existing ornew legislation or policy or government regulation; the length of time required to obtain permits, certifications and approvals; the availabilityof labor; estimated budgets; assumptions about future interest and currency exchange rates; assumptions underlying Greenfire’s availablecorporate tax pools and applicable royalty rates; requirements for additional capital; the timing and possible outcome of regulatory andpermitting matters; Greenfire’s ability to obtain all applicable regulatory approvals in connection with the operation of its business;goals; strategies; future growth and the adequacy of financial resources. However, by their nature, forward-looking statements are basedon assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance orachievements to be materially different from any future results, performance or achievements expressed or implied by the forward-lookingstatements.

 

Forward-looking statements are subject to a varietyof risks, uncertainties and other factors which could cause actual results, performance or achievements to differ from those expressedor implied by the forward-looking statements, including, without limitation: a decline in oil prices or widening of differentials betweenvarious crude oil prices; lower than expected reservoir performance, including, but not limited to: lower oil production rates; the inabilityto 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 maintenanceof Greenfire’s facilities; equipment failures that result in a failure to achieve expected benefits of capital expenditure programsor result in reduced production or increased costs; supply chain disruption and risks of increased costs relating to inflation; the uncertaintyof reserve estimates and estimates and projects relating to production, costs and expenses; uncertainties resulting from potential delaysor changes in plans with respect to exploration or development projects or capital expenditures; the safety and reliability of pipelinesand trucking services that transport Greenfire’s products; the need to replace significant portions of existing wells, referredto as “workovers”, or the need to drill additional wells; the cost to transport bitumen, diluent and bitumen blend, and thecost 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; seasonalweather patterns and the corresponding effects of the spring thaw on Greenfire’s properties; operational and financial risks associatedwith wildfires in Alberta; the availability of pipeline capacity and other transportation and storage facilities for the Company’sbitumen blend; the cost of chemicals used in Greenfire’s operations, including, but not limited to, in connection with water and/oroil treatment facilities; the availability of and access to drilling equipment and key personnel; risks of cybersecurity threats includingthe possibility of potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption ofthe Company’s information technology systems; Canadian heavy and light oil export capacity constraints and the resulting impacton realized pricing; the impact of global wars and conflicts on global stability including the impacts of the Russia-Ukraine war and theIsrael-Hamas-Hezbollah-Iran conflict, commodity prices and the world economy, changes in the political landscape and/or legal, tax, royaltyand regulatory regimes in Canada, and elsewhere; changes or proposed changes in applicable tariff rates; the cost of compliance with applicableregulatory 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 towardsthe 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 accuratelyestimate abandonment and reclamation costs; the potential for management estimates and assumptions to be inaccurate; risks associatedwith 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&Aor in the Company’s other public disclosure documents are not exhaustive of the factors that may affect any forward-looking statementsof the Company. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materiallyfrom those projected in the forward-looking statements as a result of the matters set out in this MD&A generally and certain economicand business factors, some of which may be beyond the control of the Company. In addition, the global financial and credit markets haveexperienced significant debt and equity market and commodity price volatility which could have a particularly significant, detrimentaland unpredictable effect on forward-looking statements. The Company does not intend, and does not assume any obligation, to update anyforward-looking statements, other than as required by applicable law. For all of these reasons, the Company’s securityholders shouldnot place undue reliance on forward-looking statements.

 

You should carefully consider all of the risksand uncertainties described in the “Risk Factors” section of the Company’s 2024 AIF, which is also filed with the SEC undercover 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 productionrates, other short-term production rates or initial performance measures relating to new wells are useful in confirming the presence ofhydrocarbons; however, such rates are not determinative of the rates at which such wells will commence production and decline thereafterand are not indicative of long-term performance or of ultimate recovery. While encouraging, readers are cautioned not to place relianceon such rates in calculating the aggregate production for the Company. Accordingly, the Company cautions that short-term initial resultsshould be considered to be preliminary.

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 22

 

 

 

 

 

ABREVIATIONS

 

The following provides a summary of common abbreviations used in thisdocument:

 

AECO Alberta natural gas price reference location
AER Alberta Energy Regulator
bbl barrel
bbls/d barrels per day
$ or C$ Canadian dollars
ECF Excess Cash Flow – as defined in the 2028 Indenture
EDC Export Development Canada
G&A General and administrative
IFRS IFRS® Accounting Standards as issued by the International Accounting Standards Board
MD&A Management’s Discussion and Analysis
NCG Non-condensable gas
SAGD Steam-Assisted Gravity Drainage
U.S. United States
US$ United States dollars
WCS Western Canadian Select
WTI West Texas Intermediate

 

ADDITIONAL INFORMATION

 

Additional information relating to the Companyis available on https://www.greenfireres.com and can also be found on a website maintainedby the SEC at www.sec.gov and on Greenfire’s SEDAR+ profile at www.sedarplus.ca

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 23

 

 

 

 

 

CORPORATE INFORMATION    
     
Directors   Solicitors
     
Adam Waterous(1)(4)   Blake, Cassels & Graydon LLP
Brian Heald(2)   3500, 855 – 2nd Street S.W.
Tom Ebbern(3)   Bankers Hall East Tower
Andrew Kim   Calgary Alberta, Canada
David Roosth   T2P 4J8
Henry Hager    
David Knight-Legg   Scale LLP
    86147, 750 – North Saint Paul Street Ste 250
(1) Executive Chair of the Board of Directors   Dallas, Texas, United States
    75201
(2) Chair of the Audit Committee    
    Bankers
(3) Chair of the Reserves Committee and Lead Director    
    Bank of Montreal
(4) Chair of the Compensation and Governance Committee   595 – 8th Avenue SW
    Calgary, Alberta, Canada
Officers   T2P 1G1
     
Colin Germaniuk, P.Eng   Auditor
President    
    Deloitte LLP
Tony Kraljic, CA   700, 850 – 2nd Street S.W.
Chief Financial Officer   Calgary, Alberta, Canada
    T2P 0R8
Jonathan Kanderka, P.Eng    
Chief Operating Officer   Reserve Engineers
     
Charles R. Kraus   McDaniel & Associates Consultants Ltd.
Corporate Secretary   2200, 255 – 5th Avenue S.W.
    Calgary, Alberta, Canada
Head Office   T2P 3G6
     
1900, 205 – 5th Avenue SW,    
Calgary, Alberta, Canada    
T2P 2V7    
www.greenfireres.com    
NYSE: GFR    
TSX: GFR    

 

Greenfire Resources Ltd.2025 Q2 Management’s Discussion and Analysis | 24

 

Exhibit 99.3

 

 

Greenfire Resources ReportsSecond Quarter 2025 Results and
Provides an Operational Update

 

Readers are advised to review the “Non-GAAPand Other Financial Measures” section of this press release for information regarding the presentation of financial measures thatdo not have standardized meaning under IFRS® Accounting Standards. Readers are also advised to review the “Forward-LookingInformation” section in this press release for information regarding certain forward-looking information and forward-looking statementscontained 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 inthe Hangingstone Expansion Facility (the “Expansion Asset”) and a 100% working interest in the Hangingstone DemonstrationFacility (the “Demo Asset” and, together with the Expansion Asset, the “Hangingstone Facilities”). Unlessindicated otherwise, production volumes and per unit statistics are presented throughout this press release on a “gross” basisas determined in accordance with National Instrument 51-101 – Standards for Disclosure for Oil and Gas Activities, which is theCompany’s gross working interest basis before deduction of royalties.

 

CALGARY, ALBERTA – August 6, 2025 –Greenfire Resources Ltd. (NYSE: GFR, TSX: GFR) (“Greenfire” or the “Company”), today reported its operating andfinancial results thereto for the quarter ended June 30, 2025 (“Q2 2025”). The unaudited condensed interim consolidated financialstatements and notes for the three and six months ended June 30, 2025 and 2024, as well as the related Management’s Discussion andAnalysis (“MD&A”), will be available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar and on Greenfire’swebsite at www.greenfireres.com.

 

Q2 2025 Highlights

 

Bitumenproduction of 15,748 bbls/d

 

Cashprovided by operating activities of $17.7 million and Adjusted funds flow(1) of $33.8 million

 

Capitalexpenditures(2) of $10.8 million

 

Adjustedfree cash flow(1) of $23.0 million

 

Financial & Operating Highlights

 

   Three Months Ended 
($ thousands, unless otherwise indicated) 

June30,
2025

   June 30,
2024
   March 31,
2025
 
WTI (US$/bbl)   63.74    80.57    71.42 
WCS differential to WTI (US$/bbl)   (10.27)   (13.61)   (12.67)
WCS Hardisty (US$/bbl)   53.47    66.96    58.75 
Average FX Rate (C$/US$)   1.3840    1.3684    1.4348 
Bitumen production (bbls/d)   15,748    18,993    17,495 
Oil sales   144,542    219,444    183,637 
Royalties   (3,932)   (9,919)   (6,824)
Realized gains (losses) on risk management contracts   9,823    (13,798)   (1,101)
Diluent expense   (56,290)   (84,545)   (73,994)
Transportation and marketing   (12,415)   (13,313)   (14,185)
Operating expenses   (31,823)   (34,997)   (37,929)
Operating netback(1)   49,905    62,872    49,604 
Operating netback(1) ($/bbl)   35.06    36.68    31.67 
Net income and comprehensive income   48,730    30,848    16,163 
Cash provided by operating activities   17,732    85,163    34,673 
Adjusted funds flow(1)   33,843    47,207    31,444 
Capital expenditures(2)   (10,840)   (23,009)   (26,299)
Adjusted free cash flow(1)   23,003    24,198    5,145 
Cash and cash equivalents   69,980    159,977    72,238 
Available credit facilities(3)   50,000    50,000    50,000 
Net debt(1)   (216,001)   (283,025)   (253,111)
Common shares (’000 of shares)   70,252    69,276    69,922 

 

(1)Non-GAAP measures without a standardized meaning under IFRS.Refer to the “Non-GAAP and Other Financial Measures” section in this press release.
(2)Supplementary financial measure. Refer to the “Non-GAAPand Other Financial Measures” section of this press release.
(3)The Company had $50.0 million available under the SeniorCredit Facility, with no amounts drawn as at June 30, 2025, June 30, 2024, or March 31, 2025.

 

 

 

 

Q2 2025 Review

 

Greenfire’s average production for Q2 2025 was15,748 bbls/d, representing a 10% decrease from Q1 2025 and below 18,993 bbls/d reported in Q2 2024.

 

ExpansionAsset: Production in Q2 2025 was 10,105 bbls/d, reflecting a 20% decrease from the previous quarter. This reduction was primarilyattributed to downtime associated with the previously disclosed failure of one of the four steam generators at the Expansion Asset.

 

DemoAsset: Production in Q2 2025 was 5,643 bbls/d, representing a 16% increase from the previous quarter. This growth was driven by theoptimization of base well performance.

 

Hangingstone Facilities: Bitumen Production Results

 

(bbls/d)  Q2 2025   Q2 2024   Q1 2025 
Expansion Asset   10,105    15,824    12,613 
Demo Asset   5,643    3,169    4,882 
Consolidated   15,748    18,993    17,495 

 

Capital expenditures for Q2 2025 totaled $10.8million, compared to $23.0 million in the same period of the prior year. Adjusted free cash flow was $23.0 million for Q2 2025, comparedto $24.2 million in Q2 2024.

 

Operational Update

 

Production and Steam Generation Updates

 

Greenfire’s July 2025 corporate productionwas approximately 16,000 bbls/d. The Company’s production continues to be affected by the previously disclosed failure of one ofthe four steam generators at the Expansion Asset, resulting in an estimated production impact of 1,500 to 2,250 bbls/d. Full steam capacityis expected to be restored by year-end 2025.

 

Regulatory Engagement and Installation of SulphurRemoval Facilities

 

Greenfire continues to engage with the AlbertaEnergy Regulator (the “AER”) regarding previously disclosed sulphur dioxide emissions that exceed regulatory limits at theExpansion Asset. To support a timely return to compliance, Greenfire has ordered sulphur removal facilities, which are scheduled for installationand commissioning in Q4 2025. Management expects these facilities will restore emissions compliance at a total estimated cost of $11.3million (previously $15.0 million).

 

Progress Update on Future Development Plans

 

During the second quarter of 2025, Greenfire refinedits proposed development plan and operational strategies at the Hangingstone Facilities. The proposed development plan includes a newSAGD well pad (“Pad 7”), consisting of 13 well-pairs, located northeast of the Expansion Asset’s Central ProcessingFacility (the “Expansion CPF”) and directly adjacent to existing production (see Exhibit 1). Greenfire has secured a drillingrig, with drilling operations expected to begin in Q4 2025 and first oil production anticipated in Q4 2026.

 

2

 

 

 

Exhibit 1: Expansion Asset –Pad 7 Development Plan

 


- Pad 7 surface facility (orange), drainage boxes and horizonal well locations (purple)

 

 

Greenfire continues to evaluate further developmentopportunities at the Hangingstone Facilities, including drilling additional well pairs southeast of the Expansion CPF and optimizationopportunities at the Demo Asset to sustain current production rates.

 

2025 Outlook

 

Greenfire’s board of directors has approveda 2025 capital budget of $130 million, with an anticipated 2025 annual production range of 15,000 to 16,000 bbls/d. The budget is evenlyallocated between sustaining and growth initiatives. Sustaining initiatives include the restoration of the steam generator and the installationof sulphur removal facilities at the Expansion Asset. Growth initiatives are focused on the development of Pad 7, with drilling operationsscheduled to commence in the fourth quarter of 2025.

 

Hedges

 

Greenfire has WTI hedges in place for 9,450 bbls/dat approximately $100.90 per barrel through 2025. For the WCS Hardisty differential, the Company has secured hedges for 12,600 bbl/d forQ3 2025 at US$10.90/bbl and 12,600 bbl/d for Q4 2025 at US$13.50/bbl. The Company will continue to assess market conditions to identifypotential additional hedging opportunities.

 

Conference Call Details

 

Greenfire plans to host a conference call on Thursday,August 7, 2025 at 7:00 a.m. Mountain Time (9:00 a.m. Eastern Time), during which members of the Company’s executive team will discussits Q2 2025 results as well as host a question-and-answer session with research analysts.

 

Date: Thursday, August 7, 2025

 

Time: 7:00 a.m. Mountain Time (9:00 a.m.Eastern Time)

 

Webcast Link: https://www.gowebcasting.com/14109

 

Dial In: 1-833-752-3499 or 1-647-846-7280

 

oParticipant instructions: Please ask the operator to join the Greenfire Resources Ltd. call.

 

3

 

 

 

 

About Greenfire

 

Greenfire is an oil sands producer actively developingits 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 productiongrowth. As part of the Company’s commitment to operational excellence, safe and reliable operationsremain a top priority for Greenfire. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchangeunder 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 releaseare non-GAAP financial measures or ratios. These measures do not have a standardized meaning under IFRS Accounting Standards and thereforemay not be comparable to similar measures provided by other companies. These non-GAAP measures should not be considered in isolation oras an alternative for measures of performance prepared in accordance with IFRS Accounting Standards. This press release also containssupplementary financial measures.

 

Non-GAAP financial measures and ratios includeoperating netback, adjusted funds flow, adjusted free cash flow, net debt and per barrel figures associated with such non-GAAP financialmeasures. Supplementary financial measures and ratios include gross profit, capital expenditures, and depletion.

 

Non-GAAP Financial Measures

 

Operating Netback (including per barrel ($/bbl)) Gross profit(loss) is the most directly comparable GAAP measure to operating netback which is a non-GAAP measure. Operating netback is further adjustedfor realized gain (loss) on risk management contracts, as appropriate. Operating netback per barrel ($/bbl) is calculated by dividingoperating netback by the Company’s total bitumen sales volume in a specified period. When Operating netback is expressed on a perbarrel basis, it is a non-GAAP ratio. Operating netback is a financial measure widely used in the oil and gas industry as a supplementarymeasure 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 grossprofit (loss) to operating netback:

 

   Three Months Ended 
   June 30,   June 30,   March 31, 
($ thousands, unless otherwise noted)  2025   2024   2025 
Gross profit (loss)(1)   55,829    58,581    34,392 
Depletion(1)   19,915    17,130    21,561 
Gain (loss) on risk management contracts   (35,662)   959    (5,248)
Operating netback, excluding realized gain (loss) on risk management contracts   40,082    76,670    50,705 
Realized gain (loss) on risk management contracts   (9,823)   (13,798)   (1,101)
Operating netback   49,905    62,872    49,604 
Operating netback ($/bbl)   35.06    36.68    31.67 

 

(1)Supplementary financial measure.

 

Adjusted Funds Flow and Adjusted Free Cash Flow

 

Cash provided by operating activities is the mostdirectly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. This measure is not intended to represent cashprovided by operating activities calculated in accordance with IFRS Accounting Standards.

 

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The adjusted funds flow measure allows managementand others to evaluate the Company’s ability to fund its capital programs and meet its ongoing financial obligations using cashflow 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 natureor outside of normal business operations.

 

Cash provided by operating activities is the mostdirectly comparable GAAP measure for adjusted free cash flow, which is a non-GAAP measure. Management uses adjusted free cash flow asan indicator of the efficiency and liquidity of its business, measuring its funds after capital investment that are available to managedebt levels and return capital to shareholders. By removing the impact of current period property, plant and equipment expenditures fromadjusted free cash flow, management monitors its adjusted free cash flow to inform its capital allocation decisions. We compute adjustedfree cash flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transactioncosts, transactions considered non-recurring in nature or outside of normal business operations, property, plant and equipment expendituresand acquisition costs.

 

The following table is a reconciliation of cashprovided by operating activities to adjusted funds flow and adjusted free cashflow:

 

   Three Months Ended 
   June 30,   June 30,   March 31, 
($ thousands)  2025   2024   2025 
Cash provided by operating activities   17,732    85,163    34,673 
Non-recurring transactions(1)   -    -    1,853 
Changes in non-cash working capital   16,111    (37,956)   (5,082)
Adjusted funds flow   33,843    47,207    31,444 
Property, plant and equipment expenditures   (10,840)   (21,824)   (26,299)
Acquisitions   -    (1,185)   - 
Adjusted free cash flow   23,003    24,198    5,145 

 

(1)Non-recurring transactions relate to a terminated shareholderrights plan and the evaluation of strategic alternatives.

 

Net Debt

 

The table below reconciles long-term debt to net debt.

 

As at  June 30,   June 30,   March 31, 
($ thousands)  2025   2024   2025 
Long-term debt   (309,641)   (275,452)   (317,432)
Current assets   187,689    204,785    153,150 
Current liabilities   (66,565)   (264,365)   (93,036)
Current portion of risk management contracts   (31,940)   26,315    (6,101)
Current portion of warrant liability   4,456    25,692    10,308 
Net debt   (216,001)   (283,025)   (253,111)

 

Net debt is a non-GAAP measure. Long-term debtis 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 managementcontracts and warranty liability. Management uses net debt to monitor the Company’s current financial position and to evaluate existingsources of liquidity. Net debt is used to estimate future liquidity and whether additional sources of capital are required to fund plannedoperations.

 

Supplementary Financial Measures

 

Depletion

 

The term “depletion” or “depletionexpense” is the portion of depletion and depreciation expense reflecting the cost of development and extraction of the Company’sbitumen reserves.

 

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Gross Profit (Loss)

 

Gross profit (loss) is a supplementary financialmeasure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses gross profit (loss) to assess its core operatingperformance 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) providesinvestors, analysts, and other stakeholders with useful insight into the Company’s ability to generate profitability from its coreoperations before non-operating expenses.

 

   Three Months Ended 
   June 30,   June 30,   March 31, 
($ thousands)  2025   2024   2025 
Oil sales, net of royalties   140,610    209,525    176,813 
Gain (loss) on risk management contracts   35,662    (959)   5,248 
    176,272    208,566    182,061 
Diluent expense   (56,290)   (84,545)   (73,994)
Transportation and marketing   (12,415)   (13,313)   (14,185)
Operating expenses   (31,823)   (34,997)   (37,929)
Depletion   (19,915)   (17,130)   (21,561)
Gross profit (loss)   55,829    58,581    34,392 

 

Capital Expenditures

 

Capital expenditures is a supplementary financialmeasure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses capital expenditures to monitor the cash flows itinvests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plantand equipment expenditures and acquisitions.

 

Management believes that capital expendituresprovides investors, analysts and other stakeholders with a useful insight into the Company’s investments into property, plant andequipment.

 

   Three Months Ended 
   June 30,   June 30,   March 31, 
($ thousands)  2025   2024   2025 
Property, plant and equipment expenditures   10,840    28,124    26,299 
Acquisitions   -    1,185    - 
Capital expenditures   10,840    23,009    26,299 

 

Forward-Looking Information

 

This press release contains forward-looking informationand 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-lookinginformation. The Company believes the material factors, expectations and assumptions reflected in the forward-looking information arereasonable as of the time of such information, but no assurance can be given that these factors, expectations and assumptions will proveto 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 similarexpressions are intended to identify forward-looking information. In particular, but without limiting the generality of the foregoing,this press release contains forward-looking information pertaining to the following: the expected timing for the restoration of full steamcapacity at the Expansion Asset; Greenfire’s discussions with the AER regarding previously disclosed sulphur dioxide emissions exceedance,including the expected timing of installation and commissioning of a sulphur recovery unit and that this initiative will effectively restorecompliance with sulphur dioxide emissions requirements at the Expansion Asset; Greenfire’s plans including development and constructionaround the Expansion CPF and the anticipated timing and costs thereof; the 2025 Outlook, including the Company’s capital budget and theanticipated allocation thereof, and the Company’s production guidance; development plans for a new SAGD pad; development plans, capitalexpenditures and operational strategies for the Expansion Asset and the Demo Asset; that the Company will continue to assess market conditionsto identify potential additional hedging opportunities; and statements relating to the business and future activities of the Company afterthe date of this press release.

 

Management approved the capital budget and productionguidance contained herein as of the date of this press release. The purpose of the capital budget and production guidance is to assistreaders in understanding the Company’s expected and targeted financial position and performance, and this information may not be appropriatefor other purposes.

 

Forward-looking information in this press releaserelating to oil and gas exploration, development and production, and management’s general expectations relating to the oil and gas industryare based on estimates prepared by management using data from publicly available industry sources as well as from market research andindustry analysis and on assumptions based on data and knowledge of the industry which management believes to be reasonable. Althoughgenerally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. Managementis not aware of any misstatements regarding any industry data presented in press release.

 

All forward-looking information reflects Greenfire’sbeliefs and assumptions based on information available at the time the applicable forward-looking information is disclosed and in lightof the Company’s current expectations with respect to such matters as: the success of Greenfire’s operations and growth and expansionprojects; expectations regarding production growth, future well production rates and reserves volumes; expectations regarding Greenfire’scapital program; the outlook for general economic trends, industry trends, prevailing and future commodity prices, foreign exchange ratesand interest rates; prevailing and future royalty regimes and tax laws; expectations regarding differentials and realized prices; futurewell production rates and reserves volumes; fluctuations in energy prices based on worldwide demand and geopolitical events; the impactof inflation; the integrity and reliability of Greenfire’s assets; decommissioning obligations; Greenfire’s ability to comply with itsfinancial covenants; Greenfire’s ability to comply with applicable regulations, including those related to various emissions; Greenfire’sability to obtain all applicable regulatory approvals in connection with the operation of its business; and the governmental, regulatoryand legal environment. Management believes that its assumptions and expectations reflected in the forward-looking information containedherein are reasonable based on the information available on the date such information is provided and the process used to prepare theinformation. However, Greenfire cannot assure readers that these expectations will prove to be correct.

 

7

 

 

 

The forward-looking information included in thispress release is not a guarantee of future performance and involves known and unknown risks, uncertainties and other factors that maycause 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, orfurther deterioration, in global economic and market conditions, including from inflation and/or certain geopolitical conflicts, suchas the ongoing war in Eastern Europe and the conflict in the Middle East, and other heightened geopolitical risks, including impositionof tariffs or other trade barriers, and the ability of the Company to carry on operations as contemplated in light of the foregoing; determinationsby OPEC and other countries as to production levels; unanticipated operating results or production declines; changes in tax or environmentallaws, climate change regulations, royalty rates or other regulatory matters; changes in Greenfire’s operating and development plans; reliabilityof Company owned and third party facilities, infrastructure and pipelines required for Greenfire’s operations and production; competitionfor, among other things, capital, acquisitions of reserves and resources, undeveloped lands, access to services, third party processingcapacity 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’sfacilities; 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 accessto capital markets or other sources of capital; increased costs; failure to comply with applicable regulations, including relating tothe Company’s air emissions, and potentially significant penalties and orders associated therewith and associated significant effect onthe 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 & Analysisfor the interim period ended June 30, 2025 and Annual Information Form dated March 17, 2025, and from time to time in Greenfire’spublic disclosure documents, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca, and in the Company’s annualreport 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 asexhaustive. The forward-looking information contained in this press release speaks only as of the date of this press release and Greenfiredoes not assume any obligation to publicly update or revise such forward-looking information to reflect new events or circumstances, exceptas may be required pursuant to applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionarystatement.

 

Contact Information

 

Greenfire Resources Ltd.

 

205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com

 

 

8

Exhibit 99.4

 

PRESS RELEASE

 

Greenfire Resources Announces ManagementChanges

 

CALGARY, ALBERTA – August 7, 2025 –Greenfire Resources Ltd. (NYSE and TSX: GFR) (“Greenfire” or the “Company”) today announced the appointment ofTravis Belak as Vice President, Finance. Mr. Belak brings approximately 15 years of experience in upstream oil and gas financial reporting,corporate planning, tax, and treasury. He was most recently Corporate Controller at HWN Energy. In his new role, Mr. Belak will be Greenfire’smost senior financial professional, reporting directly to Colin Germaniuk, President. He succeeds Tony Kraljic, who departed from hisrole as Chief Financial Officer. The Company thanks Mr. Kraljic for his contribution to Greenfire.

 

In addition, the Company is also pleased to announcethat Mark Andreas has been appointed Vice President, Development, Gord Trainor has been appointed Vice President, Geosciences and JeremieBatias has been appointed Vice President, Reservoir Engineering. All three individuals bring demonstrated track records of technical capabilityand leadership to their new roles.

 

Mr. Andreas has over 15 years of experience inoil and gas, including 12 years spent in SAGD at MEG Energy. He received his Bachelor of Science in Engineering at the University of Saskatchewanand is a registered professional engineer with the Association of Professional Engineers and Geoscientists of Alberta.

 

Mr. Trainor has over 25 years of experience inthe oil and gas industry, with the most recent 15 years spent in SAGD, including as the Chief Operating Officer at Conacher Oil and Gasfrom 2019-2024. He received his Bachelor of Science from Brock University and is a registered professional geologist with the Associationof Professional Engineers and Geoscientists of Alberta.

 

Mr. Batias has over 20 years of experience inoil and gas, including 12 years spent in SAGD, primarily at Total Energies and ConocoPhillips. He received his Masters in Engineeringand Fluid Mechanics at Grenoble INP - UGA and is a registered professional engineer with the Association of Professional Engineers andGeoscientists of Alberta.

 

About Greenfire

 

Greenfire is an oil sands producer actively developingits 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 productiongrowth. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol “GFR”.For more information, visit greenfireres.com.

 

Contact Information

 

Greenfire Resources Ltd.

205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com