Greenfire Resources Ltd. (NYSE:GFR) (TSX:GFR) ("Greenfire" or the "Company") today announced its intention to undertake a rights offering of its common shares (the "Rights Offering") in connection with its proposed acquisition of Connacher Oil and Gas Limited (the "Acquisition"). The Company expects to launch the Rights Offering in August 2026 for gross proceeds of at least $575 million, subject to receipt of all necessary approvals and market and other conditions.

The Rights Offering is expected to be made to all holders of Greenfire's common shares of record as of a record date to be determined, with the net proceeds used to repay the Company's $575 million bridge loan facility (the "Bridge Facility") to be incurred in connection with the Acquisition. Closing of the Rights Offering is expected to be conditional upon closing of the Acquisition. The size of the Rights Offering may be upsized prior to launch, subject to market conditions, with the incremental net proceeds reducing outstanding credit facility indebtedness.

In connection with the Acquisition and the Rights Offering, certain limited partnerships comprising Waterous Energy Fund, a current holder of approximately 72.0% of the Company's outstanding common shares (collectively, "WEF Shareholders"), have agreed to enter into a standby purchase agreement with the Company pursuant to which the WEF Shareholders and any affiliates will commit to fully exercise their basic subscription privilege and purchase common shares not otherwise subscribed for (the "WEF Standby Commitment"). The size of the WEF Standby Commitment will be at least $575 million.

The detailed terms of the Rights Offering, including the WEF Standby Commitment, will be determined prior to commencement through negotiations between the WEF Shareholders and a special committee comprised of independent directors of Greenfire that has been established in connection with, among other things, the Rights Offering. The subscription price for the Rights Offering will not exceed $6.74 per common share (representing a 15% discount to the Company's five-day volume weighted average price on the TSX as of July 10, 2026), subject to adjustment including to reflect market conditions and the minimum 15% discount required under applicable TSX rules at the time of filing of the final prospectus in connection with the Rights Offering.

The Rights Offering is expected to be made in Canada pursuant to a Canadian prospectus to be filed with Canadian securities regulators and in the United States pursuant to a registration statement on Form F-10 to be filed with the U.S. Securities and Exchange Commission that will contain the Canadian prospectus.

The Company may elect not to proceed with the Rights Offering or may modify its terms, timing and conditions.