.2


CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
Greenfire Resources Ltd.


MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Greenfire Resources Ltd. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our President and our Chief Financial Officer we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management has assessed the effectiveness of Greenfire’s internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the US Securities Exchange Act of 1934 and as defined in Canada by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings. Based on our assessment, we have concluded that as of December 31, 2024, our internal control over financial reporting was effective.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.
This Annual Report does not include an attestation report on the internal controls over financial reporting from the Company’s independent registered public accounting firm due to an exemption established by the Jumpstart Our Business Startups Act for “emerging growth companies” (as such term is defined in Rule 12b-2 under the Exchange Act).
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management, in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board as issued by the International Accounting Standards Board (“IASB”), has prepared the accompanying consolidated financial statements of the Company. Financial and operating information presented throughout this Annual Report is consistent with that shown in the consolidated financial statements.
Management is responsible for the integrity of the financial information. Internal control systems are designed and maintained to provide reasonable assurance that assets are safeguarded from loss or unauthorized use and to produce reliable accounting records for financial reporting purposes.
Deloitte LLP were appointed by the Company’s Board of Directors to express an audit opinion on the consolidated financial statements. Their examination included such tests and procedures, as they considered necessary, to provide a reasonable assurance that the consolidated financial statements are presented fairly in accordance with IFRS® Accounting Standards as issued by the IASB.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board of Directors exercises this responsibility through the Audit Committee, with assistance from the Reserves Committee regarding the annual review of our bitumen reserves. The Audit Committee meets regularly with management and the Independent Registered Public Accounting Firm to ensure that management’s responsibilities are properly discharged, to review the consolidated financial statements and recommend that the consolidated financial statements be presented to the Board of Directors for approval. The Audit Committee also considers the independence of Deloitte LLP and reviews their fees. The Independent Registered Public Accounting Firm has access to the Audit Committee without the presence of management.
There was no change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
| /s/ Colin Germaniuk | /s/ Tony Kraljic | |
| Colin Germaniuk | Tony Kraljic | |
| President | Chief Financial Officer | |
| Greenfire Resources Ltd. | Greenfire Resources Ltd. |
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 2 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Greenfire Resources Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Greenfire Resources Ltd. and subsidiaries (the “Company”) as at December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), changes in shareholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2024, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ Deloitte LLP | |
| Chartered Professional Accountants | |
| Calgary, Canada | |
| March 17, 2025 |
We have served as the Company’s auditor since 2021.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 3 |
Greenfire Resources Ltd
Consolidated Balance Sheets
| As at December 31 | ||||||||||||
| ($CAD thousands) | note | 2024 | 2023 | |||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||
| Accounts receivable | 16 | |||||||||||
| Inventories | 4 | |||||||||||
| Prepaid expenses and deposits | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 5 | |||||||||||
| Deferred income tax asset | 6 | |||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 19 | |||||||||||
| Current portion of long-term debt | 7 | |||||||||||
| Warrant liability | 10 | |||||||||||
| Taxes payable | 12 | |||||||||||
| Current portion of lease liabilities | 8 | |||||||||||
| Risk management contracts | 16 | |||||||||||
| Non-current liabilities | ||||||||||||
| Long-term debt | 7 | |||||||||||
| Lease liabilities | 8 | |||||||||||
| Decommissioning liabilities | 9 | |||||||||||
| Shareholders’ equity | ||||||||||||
| Share capital | 11,12 | |||||||||||
| Contributed surplus | 12 | |||||||||||
| Retained earnings | ||||||||||||
| $ | $ | |||||||||||
Subsequent events (note 7 & 15)
Commitments and contingencies (note 17)
See accompanying notes to the consolidated financial statements
These consolidated financial statements were approved by the Board of Directors.
| /s/ Derek Aylesworth | /s/ Brian Heald | |
| Derek Aylesworth, Director | Brian Heald, Director |
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 4 |
Greenfire Resources Ltd.
Consolidated Statements of Comprehensive Income (Loss)
| Year ended | Year ended | |||||||||||
| ($CAD thousands, except per share amounts) | note | December 31, 2024 | December 31, 2023 | |||||||||
| Revenues | ||||||||||||
| Oil sales | 13 | $ | $ | |||||||||
| Royalties | ( | ) | ( | ) | ||||||||
| Oil sales, net of royalties | ||||||||||||
| Gain (loss) on risk management contracts | 16 | ( | ) | |||||||||
| Expenses | ||||||||||||
| Diluent expense | ||||||||||||
| Transportation and marketing | ||||||||||||
| Operating expenses | ||||||||||||
| General and administrative | ||||||||||||
| Stock-based compensation | 15 | |||||||||||
| Financing and interest | 14 | |||||||||||
| Depletion and depreciation | 5 | |||||||||||
| Exploration expenses | ||||||||||||
| Other income | ( | ) | ( | ) | ||||||||
| Transaction costs | 12 | |||||||||||
| Listing expense | 12 | |||||||||||
| Gain on revaluation of warrants | 10 | ( | ) | ( | ) | |||||||
| Foreign exchange loss (gain) | ( | ) | ||||||||||
| Total expenses | ||||||||||||
| Net income (loss) before taxes | ( | ) | ||||||||||
| Income tax recovery (expense) | 6 | ( | ) | |||||||||
| Net income (loss) and comprehensive income (loss) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share | ||||||||||||
| Basic | 11 | $ | $ | ( | ) | |||||||
| Diluted | 11 | $ | $ | ( | ) | |||||||
See accompanying notes to the consolidated financial statements
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 5 |
Greenfire Resources Ltd.
Consolidated Statements of Changes in Shareholders’ Equity
| Year ended | Year ended | |||||||||||
| ($CAD thousands, except per share amounts) | note | December 31, 2024 | December 31, 2023 | |||||||||
| Share capital | ||||||||||||
| Balance, beginning of year | $ | $ | ||||||||||
| Issuance of shares on exercise of share units | 11,15 | - | ||||||||||
| Issuance on exercise of bond warrants | 11,12 | - | ||||||||||
| Issuance to MBSC shareholders | 11,12 | - | ||||||||||
| Issuance of shares for PIPE investment | 11,12 | - | ||||||||||
| Balance, end of year | ||||||||||||
| Contributed surplus | ||||||||||||
| Balance, beginning of year | ||||||||||||
| Stock-based compensation | 15 | |||||||||||
| Issuance of shares on exercise of share units | 11,15 | ( | ) | ( | ) | |||||||
| Exercise of bond warrants | 11,12 | ( | ) | |||||||||
| Balance, end of year | ||||||||||||
| Retained earnings | ||||||||||||
| Balance, beginning of year | ||||||||||||
| Common shares repurchased and cancelled | 11,12 | ( | ) | |||||||||
| Deemed dividend on De-Spac transaction | 11,12 | ( | ) | |||||||||
| Exercise of bond warrants | 11,12 | |||||||||||
| Exercise of performance warrants | 11,12 | |||||||||||
| Issuance of warrants | 10 | ( | ) | |||||||||
| Net income (loss) and comprehensive income (loss) | ( | ) | ||||||||||
| Balance, end of year | ||||||||||||
| Total shareholders’ equity | $ | $ | ||||||||||
See accompanying notes to the consolidated financial statements
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 6 |
Greenfire Resources Ltd.
Consolidated Statements of Cash Flows
| Year ended | Year ended | |||||||||||
| ($CAD thousands) | note | December 31, 2024 | December 31, 2023 | |||||||||
| Operating activities | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | ||||||||
| Items not affecting cash: | ||||||||||||
| Income tax (recovery) expense | 6 | ( | ) | |||||||||
| Unrealized gain on risk management contracts | 16 | ( | ) | ( | ) | |||||||
| Depletion and depreciation | 5 | |||||||||||
| Stock-based compensation | 15 | |||||||||||
| Accretion | 14 | |||||||||||
| Foreign exchange loss (gain) | ( | ) | ||||||||||
| Gain on revaluation of warrants | 10 | ( | ) | ( | ) | |||||||
| Listing expense | 12 | |||||||||||
| Change in non-cash working capital | 20 | ( | ) | |||||||||
| Cash provided by operating activities | ||||||||||||
| Financing activities | ||||||||||||
| Issuance of long-term debt, net of issuance costs | 7 | |||||||||||
| Repayment of long-term debt | 7 | ( | ) | ( | ) | |||||||
| Debt redemption premium | 7,14 | ( | ) | ( | ) | |||||||
| Issuance of common shares | 11 | |||||||||||
| Common shares repurchased | 11,12 | ( | ) | |||||||||
| Deemed dividend on De-Spac transaction | 11,12 | ( | ) | |||||||||
| De-Spac transaction costs | 12 | ( | ) | |||||||||
| Payment of lease liabilities | 8 | ( | ) | ( | ) | |||||||
| Cash provided by (used in) financing activities | ( | ) | ||||||||||
| Investing activities | ||||||||||||
| Property, plant and equipment expenditures | 5 | ( | ) | ( | ) | |||||||
| Acquisitions | 5 | ( | ) | |||||||||
| Release of restricted cash | ||||||||||||
| Change in non-cash working capital (accrued additions to PP&E) | 20 | ( | ) | ( | ) | |||||||
| Cash used in investing activities | ( | ) | ( | ) | ||||||||
| Exchange rate impact on cash and cash equivalents held in foreign currency | ( | ) | ||||||||||
| Change in cash and cash equivalents | ( | ) | ||||||||||
| Cash and cash equivalents, beginning of year | ||||||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||||||
See accompanying notes to the consolidated financial statements
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 7 |
Notes to the Consolidated Financial Statements
| 1. | CORPORATE INFORMATION |
Greenfire Resources Ltd. (the “Company” or “Greenfire”) was incorporated under the laws of Alberta on December 9, 2022. On September 20, 2023, the Company participated in a De-Spac transaction involving a number of entities, including Greenfire Resources Inc. (“GRI”) and M3-Brigade Acquisition III Corp (“MBSC”) (the “De-Spac Transaction”). Refer to Note 12 De-Spac Transaction for additional information. On January 1, 2024, GRI was amalgamated with Greenfire Resources Operation Corporation (“GROC”) and on April 4, 2024, MBSC was dissolved. These audited consolidated financial statements are comprised of the accounts of Greenfire and its wholly owned subsidiaries.
At December 31, 2024, approximately
The Company and its subsidiaries are engaged in the exploration, development and operation of oil and gas properties in the Athabasca oil sands region of Alberta. The Company’s corporate head office is located at 1900, 205 5th Avenue SW, Calgary, AB T2P 2V7.
| 2. | BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE |
Preparation
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). In these consolidated financial statements, all dollars are expressed in Canadian dollars, which is the Company’s functional currency, unless otherwise indicated. These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. The consolidated financial statements were approved by the Board of Directors on March 17, 2025.
Use of estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimated. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. Information about certain areas of estimation uncertainty and critical judgements in applying accounting policies that affect amounts recognized in these financial statements is as follows:
Business combinations
Management is required to exercise judgment in determining whether assets acquired and liabilities assumed constitute a business. A business consists of an integrated set of assets and activities, comprised of inputs and processes, that is capable of being conducted and managed as a business by a market participant.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 8 |
Business combinations are accounted for using the acquisition method of accounting, whereby the net identifiable assets acquired are recorded at fair value. The fair value of individual assets is often required to be estimated, which may involve estimating the fair values of proved plus probable reserves, tangible assets, undeveloped land, intangible assets and other assets. These estimates incorporate assumptions using indicators of fair value, as determined by management. Changes in any of the estimates or assumptions used in determining the fair value of the net identifiable assets acquired may impact the carrying values assigned to assets acquired and liabilities assumed and could have a material impact on earnings.
Bitumen reserves
The estimation of reserves involves the exercise of judgment. Forecasts are based on engineering data, estimated future prices, expected future rates of production and the cost and timing of future capital expenditures, all of which are subject to many uncertainties and interpretations. The Company expects that over time its reserves estimates will be revised either upward or downward based on updated information such as the results of future drilling and production. Reserves estimates can have a significant impact on net earnings, as they are a key input into the unit of production rates used for the calculation of depletion, timing of decommissioning liabilities and for determining potential asset or CGU impairment. The Company’s reserves are evaluated annually but its independent external qualified reserves evaluator.
Property, plant and equipment (“PP&E”)
Developed and producing assets within PP&E are depleted using the unit-of-production method based on estimated total recoverable proved plus probable reserves and future costs required to develop those reserves. There are several inherent uncertainties associated with estimating reserves. By their nature, these estimates of reserves, including the estimates of future prices and costs, and related future cash flows are subject to measurement uncertainty, and the impact on the consolidated financial statements of future periods could be material.
Identification of cash-generating units (“CGUs”) and Impairments
CGUs are defined as the lowest grouping of assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The classification of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, external users, shared infrastructures, and the way in which management monitors the Company’s operations. The recoverable amounts of CGUs and individual assets have been determined as the higher of the CGUs or the asset’s fair value less costs of disposal and its value in use. These calculations require the use of estimates and significant assumptions and are subject to changes as new information becomes available including information on future commodity prices, expected production volumes, quantity of proved and probable reserves and discount rates as well as future development and operating expenses. Changes in assumptions used in determining the recoverable amount could affect the carrying value of the related assets and CGUs.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 9 |
Income tax
The provision for income taxes is based on judgements in applying income tax law and estimates on the timing and likelihood of reversal of temporary differences between the accounting and tax bases of assets and liabilities. The provision for income taxes is based on the Company’s interpretation of the tax legislation and regulations which are also subject to change. The Company recognizes a tax provision when a payment to tax authorities is considered more likely than not. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Income tax filings are subject to audits and reassessments and changes in facts, circumstances and interpretations of the standards which may result in a material increase or decrease in the Company’s provision for income taxes.
Decommissioning liabilities
The provision for decommissioning liabilities is based upon numerous assumptions including settlement amounts, inflation factors, credit-adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. Actual costs and cash outflows could differ from the estimates as a result of changes in any of the above noted assumptions.
Risk management contracts
The Company utilizes commodity risk management contracts to manage commodity price risk related to its oil sales and operating expenses. The Company may also utilize foreign exchange risk management contracts to reduce its exposure to foreign exchange risk. The calculated fair value of the risk management contracts relies on external observable market data including quoted forward commodity prices and foreign exchange rates. The resulting fair value estimates may not be indicative of the amounts realized at settlement and as such are subject to measurement uncertainty.
Long-term debt
The measurement of the current portion of long-term debt relies on management’s estimates of expected excess cash flows, as defined by the indenture governing the senior secured notes. This estimate incorporates assumptions about production levels, commodity prices, working capital changes, forecasted expenses and capital expenditures.
Warrant liability
To estimate the fair value of its warrant liability, the Company uses the Black-Scholes option pricing model which requires that management make assumptions related to dividend yields, the expected life of the warrant, the anticipated volatility of the share price over the life of the warrant and the risk-free interest rate for the life of the warrant. Assumptions related to the warrant liability are subject to judgment and estimation uncertainty due to both internal and external market factors. Changes in assumptions can impact the fair value of the warrants.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 10 |
| 3. | MATERIAL ACCOUNTING POLICIES |
Principles of consolidation
These consolidated financial statements consist of financial records of the Company and its wholly-owned subsidiaries. Subsidiaries are entities controlled by the Company. Subsidiaries are consolidated from the date that control commences until the date that control ceases. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing these consolidated financial statements.
Joint arrangements
The Company undertakes certain business
activities through joint arrangements. Interests in joint arrangements have been classified as joint operations. Joint control exists
for contractual arrangements governing the Company’s assets whereby Greenfire has less than
Foreign currency translation
Foreign currency transactions are translated into Canadian Dollars at exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange on the balance sheet date. Any resulting exchange differences are included in the recognized in net income (loss). Nonmonetary assets and liabilities denominated in a foreign currency are measured at historical cost and are translated into the functional currency using the rates of exchange as at the dates of the initial transactions.
Operating segments
The Company identified its operating
segments based on internal reporting provided to the chief operating decision maker, identified as the Company’s, President and
Chief Financial Officer, to make decisions about resources to be allocated and assess performance. The Company has
Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or when the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported on the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 11 |
The following table summarizes the method by which the Company measures its financial instruments on the consolidated balance sheets:
| Financial Instrument | Classification | |
| Cash and cash equivalents | ||
| Accounts receivable | ||
| Risk management contracts | ||
| Accounts payable and accrued liabilities | ||
| Warrant liability | ||
| Long-term debt |
Financial assets and liabilities measured at amortized cost
A financial asset is classified in this category if the asset is held within a business entity whose objective is to collect contractual cash flows on specified dates that are solely payments of principal and interest. At initial recognition, financial assets at amortized cost are recognized at fair value plus transaction costs, except for trade receivables that do not have a significant financing component which are measured at transaction price. Subsequent to initial recognition, these financial assets are recorded at amortized cost using the effective interest method less any impairment losses. At each reporting period an assessment is made whether there is objective evidence that a financial asset is impaired based on expected credit loss information. For the Company’s financial assets measured at amortized cost, loss allowances are determined based on the expected credit loss over the asset’s lifetime. Expected credit losses are a probability-weighted estimate of credit losses, considering possible default events over the expected life of a financial asset.
If a financial liability is not measured at fair value through profit or loss (“FVTPL”), it is measured at amortized cost. For interest bearing debt, this is the fair value of the proceeds received net of transaction costs associated with the borrowing. After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any transaction costs and any discount or premium on settlement.
Risk management contracts
Risk management contracts executed by the Company to manage market risk are classified as FVTPL. The Company has not designated any of its financial derivative contracts as hedging instruments. The estimated fair value of these instruments is determined by reference to observable market data including commodity price curves, and foreign currency curves. Transaction costs are charged to the statements of income and comprehensive income as incurred. Realized gains and losses on risk management contracts are recorded as gains and losses in the statements of net income and comprehensive income in the period they occur. Changes in fair value of the derivative contracts are recorded as unrealized gains and losses on derivative contracts in the statements of net income and comprehensive income.
Warrant liability
The warrants issued are classified as a financial liability due to their exercise features and are measured at fair value upon issuance and at each subsequent reporting period. The changes in fair value are recognized in net income (loss). The fair value of these warrants is determined using the Black-Scholes option valuation model. Transaction costs are charged to the statements of income and comprehensive income as incurred.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 12 |
Fair value measurement
All fair value measurements used or disclosed in these consolidated financial statements are categorized using a three-level hierarchy based upon the inputs used to measure the fair value:
Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets;
Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability; and
Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.
The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
At each reporting date, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing the level of classification for each asset or liability measured or disclosed at fair value. Fair values in these financial statements have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
| ● | The value in use or fair value less costs of disposal is calculated to determine the recoverable amount of non-financial assets that are tested for impairment. |
| ● | The fair value of risk management contracts is based on listed market prices. |
| ● | The fair value of long-term debt is measured using period-end prices from the secondary market. |
| ● | The fair value of the warrant liability is determined using the Black-Scholes option pricing model, incorporating observable market data inputs. |
Revenue
Revenue is measured based on consideration to which the Company expects to be entitled to in a contract with a customer. The Company recognizes revenue primarily from the sale of diluted and non-diluted bitumen. Revenue is recognized when its single performance obligation is satisfied. This occurs when the product is delivered, control of the product and title or risk of loss transfers to the customer at contractually specified transfer points. This transfer coincides with title passing to the customer and the customer taking physical possession of the commodity. The Company principally satisfies its single performance obligations at a point in time. Transaction prices are determined at inception of the contract and allocated to the performance obligations identified. Payment is generally received in the following month after the sale has occurred.
The Company sells its production pursuant to fixed and variable-priced contracts. The transaction price for variable-priced contracts is based on the commodity price, adjusted for quality, location, or other factors, whereby each component of the pricing formula can be either fixed or variable, depending on the contract terms. Revenue is recognized when a unit of production is delivered to the contract counterparty. The amount of revenue recognized is based on the agreed upon transaction. Royalty expenses are recognized as production occurs.
The Company has long-term marketing agreements with a single counterparty (“Sole Petroleum Marketer”), granting exclusive marketing rights over its current assets’ production and diluent purchases until April 2026 and until October 2028 for specific assets’ production. Fees paid to the Sole Petroleum Marketer as part of these agreements are expensed as incurred as transportation and marketing expenses. In addition, the Sole Petroleum Marketer provided letters of credit in support of the Company’s long-term transportation commitment until November 2023. As a result of these marketing agreements, the Company is exposed to concentration and credit risk.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 13 |
Inventories
Inventories consist of crude oil products and warehouse materials and supplies. The carrying value of inventory includes direct and indirect expenditures incurred in the normal course of business in bringing an item or product to its existing condition and location. The Company values crude oil inventories at the lower of cost and net realizable value on a weighted average cost basis. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. If the carrying value exceeds net realizable value, a write-down is recognized. A change in circumstances could result in a reversal of the write-down for the inventory that remains on hand in a subsequent period.
Property, plant and equipment (“PP&E”)
PP&E is measured at the cost to acquire, less accumulated depletion and depreciation, and net of any impairment losses. The Company begins capitalizing oil exploration costs after the right to explore has been obtained and includes land acquisition costs, geological and geophysical activities, drilling expenditures and costs incurred for the completion and testing of exploration wells. The Company capitalizes all subsequent investments attributable to the development of its oil assets if the expenditures are considered a betterment and provide a future benefit beyond one year. Costs of planned major inspections, overhaul and turnaround activities that maintain PP&E and benefit future years of operations are capitalized and depreciated on a straight-line basis over the period to the next turnaround. Recurring planned maintenance activities performed on shorter intervals are expensed. Replacements of equipment are capitalized when it is probable that future economic benefits will flow to the Company. The Company’s capitalized costs primarily consist of pad construction, drilling activities, completion activities, well equipment, processing facilities, gathering systems and pipelines. Borrowing costs attributable to long-term development projects are also capitalized.
Capitalized costs are classified as exploration and evaluation (“E&E”) assets if technical feasibility and commercial viability have not yet been established. Technical feasibility and commercial viability are generally deemed to exist when proved reserves are present and the Company has sanctioned the project for commercial development. Capitalized costs are classified as PP&E assets if they are attributable to the development of oil reserves after technical feasibility and commercial viability have been achieved. Once the technical feasibility and commercial viability of E&E assets have been established, the E&E assets are tested for impairment and reclassified to PP&E. The majority of the Company’s PP&E is depleted using the unit-of-production method relative to the Company’s estimated total recoverable proved plus probable (2P) reserves. The depletion base consists of the historical net book value of capitalized costs, plus the estimated future costs required to develop the Company’s estimated recoverable proved plus probable reserves. The depletion base excludes E&E and the cost of assets that are not yet available for use in the manner intended by Management.
There were no E&E assets as at December 31, 2024 and 2023.
Impairment of non-financial assets
For the purpose of estimating the asset’s recoverable amount, PP&E assets are grouped into Cash Generating Units (“CGU”). A CGU is the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. The Company’s PP&E assets are currently grouped into a single CGU—Hangingstone. In 2023, the Company classified its assets into two CGUs, distinguishing between the Expansion and Demo assets. In the current year, this classification was revised to a single CGU due to the underlying interdependencies of the Expansion and Demo assets.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 14 |
PP&E assets are reviewed at each reporting date to determine whether there is any indication of impairment. If indicators of impairment exist, the recoverable amount of the asset or CGU is estimated as the greater of value-in-use (“VIU”) and fair value less costs of disposal (“FVLCOD”). VIU is estimated as the discounted present value of the expected future cash flows from continuing use of the asset or CGU. FVLCOD is the amount that would be realized from the disposition of an asset or CGU in an arm’s length transaction between knowledgeable and willing parties. An impairment loss is recognized in earnings or loss if the carrying amount of the asset or CGU exceeds its estimated recoverable amount.
At each reporting period, PP&E, E&E and right-of-use (“ROU”) assets are tested for impairment reversal at the CGU level when facts and circumstances suggest that the recoverable amount of the CGU may exceed the carrying value. Impairment reversal is limited to the carrying amount which would have been recorded had no historical impairment been recorded.
Business combinations
Business combinations are accounted for using the acquisition method of accounting in which identifiable assets acquired and liabilities assumed in a business combination are recognized and measured at their fair value at the date of the acquisition. If the cost of the acquisition is less than the fair value of the net asset acquired, the difference is recognized in net income (loss). If the cost of the acquisition is greater than the fair value of the net assets acquired, the difference is recognized as goodwill.
Provisions and contingent liabilities
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. The Company’s provisions primarily consist of decommissioning liabilities associated with dismantling, decommissioning, and site disturbance remediation activities related to its oil assets.
At initial recognition, the Company recognizes a decommissioning asset and corresponding liability on the balance sheet. Decommissioning liabilities are measured at the present value of expected future cash outflows required to settle the obligations at the balance sheet date, using managements’ best estimate of expenditures required to settle the liability. Decommissioning liabilities are measured based on the estimated future inflation rate and then discounted to net present value using a credit adjusted risk-free discount rate. Any change in the present value, as a result of a change in discount rate or expected future costs, of the estimated obligation is reflected as an adjustment to the provision and the corresponding item of property, plant and equipment. The liability for decommissioning costs is increased each period through the unwinding of the discount, which is included in finance and interest costs in the consolidated statements of comprehensive income (loss). Decommissioning liabilities are remeasured at each reporting period primarily to account for any changes in estimates or discount rates. Actual expenditures incurred to settle the obligations reduce the liability.
Contingent liabilities reflect a possible obligation that may arise from past events and the existence of which can only be confirmed by the occurrence or non-occurrence of one or more uncertain future events, not wholly within the control of the Company. Contingent liabilities are not recognized on the balance sheet unless they can be measured reliably and the possibility of an outflow of economic benefits in respect of the contingent obligation is considered probable. Disclosure of contingent liabilities is provided when there is a less than probable, but more than remote, possibility of material loss to the Company.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 15 |
Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A lease obligation and corresponding ROU asset are recognized at the commencement of the lease. Lease liabilities are initially measured at the present value of the unavoidable lease payments and discounted using the Company’s incremental borrowing rate when an implicit rate in the lease is not readily available. Interest expense is recognized on the lease obligations using the effective interest rate method. The ROU assets are recognized at the amount of the lease liabilities, adjusted for lease incentives received and initial direct costs, on commencement of the leases. ROU assets are depreciated on a straight-line basis over the shorter of the asset’s useful life and the lease term. Depreciation on the ROU assets is recognized in the consolidated statement of comprehensive income (loss). Where appropriate, depreciation charges to the ROU assets may be capitalized as additions to PP&E. The Company is required to make judgements and assumptions on incremental borrowing rates and lease terms. The carrying balance of the leased assets and lease liabilities, and related interest and depreciation expense, may differ due to changes in market conditions and expected lease terms. Short-term and low value leases have not been included in the measurement of lease liabilities.
Income taxes
Income tax is comprised of current and deferred tax. Income tax recovery (expense) is recognized in the consolidated statement of comprehensive income (loss) except to the extent that it relates to share capital, in which case it is recognized in equity. Current tax is the expected tax payable (receivable) on the taxable income (loss) for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and does not affect profit, other than temporary differences that arise in shareholder’s equity. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset on the consolidated balance sheet if there is a legally enforceable right to offset and they relate to income taxes levied by the same tax authority. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are not recognized until such time that it is more likely than not that the related tax benefit will be realized.
Stock-based compensation
The Company has a stock-based incentive plan in the form of the performance warrants (“PWs”), restricted share units (“RSUs”), performance share units (“PSUs”), and deferred share units (“DSUs”). RSUs, PSUs and DSUs can be settled in either cash or shares issued from treasury and is at the sole discretion of the Board of Directors. It is the Board of Director’s intention to settle all incentive units with shares issued from treasury, therefore the incentive units have been accounted for as equity-settled compensation.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 16 |
These equity-settled compensation plans are expensed over the vesting period of the grants, with a corresponding increase to contributed surplus. Forfeitures are estimated based on historical information for each reporting period and adjusted as required to reflect actual forfeitures that have occurred in the period. When exercised, any cash proceeds along with the amount previously recorded as contributed surplus are recorded as share capital.
Performance warrants granted to directors, officers, employees and consultants of the Company are measured at the date of issuance using the Black-Scholes model using assumptions related to interest rates, expected lives of the options, volatility of the underlying security, forfeiture rates and expected dividend yields. The Company estimates the fair value of performance warrants granted using assumptions related to interest rates, expected lives of the options, volatility of the underlying security, forfeiture rates and expected dividend yields. No additional grants of performance warrants can be made under this plan.
DSUs granted to directors of the Company are accounted for using the fair value method. Although DSUs vest immediately, they can only be redeemed upon termination or separation of service from the Company. The Company estimates the fair value of DSUs granted using the grant date trading price of the Company’s shares.
RSUs granted to officers, employees and consultants of the Company are accounted for using the fair value method. The fair value of each RSU granted is estimated on the date of grant and that value are recorded as stock-based compensation expense over the vesting period of the grants, with a corresponding increase to contributed surplus. The Company estimates the fair value of RSUs granted using the grant date trading price of the Company’s shares.
PSUs are granted to officers and employees of the Company. The number of PSUs expected to grant contain both market and non-market vesting conditions. Market conditions are estimated upon issuance using a Monte-Carlo simulation using assumptions related to interest rates, expected lives of the options, volatility of the underlying security, forfeiture rates and expected dividend yields. Non-market vesting conditions, including production targets and service conditions, are adjusted at each reporting period to reflect management’s expectations for the number of PSUs that will vest. Production targets are updated based on historic and forecast production at each period end.
Per share information
Basic per share information is calculated using the weighted average number of common shares outstanding during the year. Diluted per share information is calculated using the basic weighted average number of common shares outstanding during the year, adjusted for the number of shares that could have had a dilutive effect on net income during the year had in the-money and outstanding equity compensation units been exercised.
Standards issued but not effective
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ was issued in April 2024 by IASB and replaces IAS 1 ‘Presentation of Financial Statements’. The standard introduces defined structure to the Statement of Comprehensive Income (Loss) with related specific disclosure requirements. IFRS 18 is effective January 1, 2027 and is required to be adopted retrospectively. Early adoption is permitted. The Company is assessing the impact of IFRS 18 on the Company’s consolidated financial statements.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 17 |
| 4. | INVENTORIES |
| As at December 31 | ||||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Oil inventories | $ | $ | ||||||
| Warehouse materials and supplies | ||||||||
| Inventories | $ | $ | ||||||
At December 31, 2024 and 2023 all inventory
was carried at cost and $nil was carried at net realizable value. During the year December 31, 2024, $
| 5. | PROPERTY, PLANT AND EQUIPMENT (“PP&E”) |
| Developed and | Right-of- | Corporate | ||||||||||||||
| ($ thousands) | producing | use assets | assets | Total | ||||||||||||
| Cost | ||||||||||||||||
| Balance as at December 31, 2022 | $ | $ | $ | $ | ||||||||||||
| Expenditures on PP&E | ( | ) | ||||||||||||||
| Right-of-use asset additions | ||||||||||||||||
| Balance as at December 31, 2023 | ||||||||||||||||
| Expenditures on PP&E | ||||||||||||||||
| Acquisitions | ||||||||||||||||
| Right-of-use asset additions | ||||||||||||||||
| Transfers of right-of-use assets | ( | ) | ||||||||||||||
| Change in decommissioning liabilities | ( | ) | ( | ) | ||||||||||||
| Balance as at December 31, 2024 | ||||||||||||||||
| Accumulated Depletion, Depreciation and Amortization | ||||||||||||||||
| Balance as at December 31, 2022 | ||||||||||||||||
| Depletion and depreciation (1) | ||||||||||||||||
| Balance as at December 31, 2023 | ||||||||||||||||
| Depletion and depreciation (1) | ||||||||||||||||
| Balance as at December 31, 2024 | ||||||||||||||||
| Net Book Value | ||||||||||||||||
| Balance at December 31, 2023 | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| (1) |
On February 22, 2024, Greenfire acquired
natural gas assets in the Hangingstone area for consideration of $
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 18 |
| 6. | INCOME TAXES |
The following table reconciles the expected income tax (recovery)
expense calculated at the Canadian statutory rate of
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Income (loss) before taxes | $ | $ | ( | ) | ||||
| Expected statutory income tax rate | % | % | ||||||
| Expected income tax (expense) recovery | ( | ) | ||||||
| Permanent differences | ( | ) | ( | ) | ||||
| Effect of change of control (Note 22) | ( | ) | ||||||
| Change in unrecognized deferred income tax asset | ( | ) | ||||||
| Deferred income tax recovery (expense) | $ | $ | ( | ) | ||||
| As at ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Deferred tax asset (liability) related to: | ||||||||
| Property, plant & equipment | $ | ( | ) | $ | ( | ) | ||
| Corporate non-capital tax losses carried forward | ||||||||
| Corporate capital tax losses carried forward | ||||||||
| Risk management contracts | ||||||||
| Share issuance costs | ||||||||
| Long-term debt | ||||||||
| Deferred tax asset not recognized | ( | ) | ||||||
| Deferred tax asset | $ | $ | ||||||
As at December 31, 2024 the Company had the following income tax pools, which may be used to reduce taxable income in future years, limited to the applicable rates of utilization:
| ($ thousands) | Rate of Utilization (%) | Amount | ||||||
| Undepreciated capital cost | $ | |||||||
| Canadian oil and gas property expenditures | ||||||||
| Canadian development expenditures | ||||||||
| Non-capital and other losses carried forward(1) | ||||||||
| Other | ||||||||
| Total federal income tax pools | $ | |||||||
| Adjustment for differences in provincial income tax pools(2) | ( |
) | ||||||
| Combined federal and provincial income tax pools | $ | |||||||
| (1) |
| (2) |
The Company’s non-capital losses have an expiry profile between 2032 and 2044.
| 7. | LONG-TERM DEBT |
Senior Secured Notes
On September 20, 2023, Greenfire issued
US$
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 19 |
| As at ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Senior secured notes (“2028 Notes”) $US | $ | $ | ||||||
| Foreign exchange rate | ||||||||
| Senior secured notes (“2028 Notes”) $CAD | ||||||||
| Unamortized debt discount and debt issue costs | ( | ) | ( | ) | ||||
| Total term debt | $ | $ | ||||||
| Current portion of long-term debt | ||||||||
| Long-term debt | $ | $ | ||||||
The 2028 Notes are not subject to any
financial covenants but subject to certain exceptions and qualifications. The indenture governing the 2028 Notes (the “2028 Indenture”)
contains certain non-financial covenants that limit the Company’s ability to, among other things, incur additional indebtedness,
create or permit liens to exist, pay dividends, redeem stock, make certain restricted payments, and sell assets. In addition, the Company
is required to maintain financial hedges for a minimum of
As the result of a change of control transaction
occurring on December 23, 2024 (Note 22), Greenfire fulfilled its requirement to make an offer (“the Offer”) to repurchase
the 2028 Notes, or a portion thereof, at
The
2028 Indenture requires the Company to redeem the 2028 Notes at
The Company may make additional redemptions
of some or all of the 2028 Notes on or after October 1, 2025, inclusive of a “make whole” premium, as set out in the table
below. At any time before October 1, 2025, the Company may redeem up to
| 2028 Notes | ||||
| On or after October 1, 2025 to October 1, 2026 | % | |||
| On or after October 1, 2026 to October 1, 2027 | % | |||
| On or after October 1, 2027 | % | |||
| (1) | Forecasted production is defined by the 2028 Indenture as the Company’s proved developed producing (“PDP”) forecast in the Company’s most recent reserve report, as determined by a qualified and independent reserves evaluator, as prepared to the Canadian standard using National Instrument 51-101. | |
| (2) | Consolidated indebtedness under the 2028 Indenture includes amounts outstanding under the 2028 Notes, amounts outstanding under the Senior Credit Facility, and any leases that would be classified as a “capital lease” under IAS® 17 – Leases (superseded). |
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 20 |
As at December 31, 2024, the carrying
value of the Company’s long-term debt was $
Senior Credit Facility
Greenfire has a reserve-based credit facility
(the “Senior Credit Facility”) comprised of an operating facility and a syndicated facility. Total credit available under
the Senior Credit Facility is $
The Senior Credit Facility is a committed facility available on a revolving basis. On May 24, 2024, the Senior Credit Facility was extended until May 31, 2025, and may, subject to the lenders’ approval, be extended for a further 364-day period. If the revolving period is not extended, the undrawn portion of the facility will be cancelled and any amounts outstanding would be repayable on May 31, 2026. The Senior Credit Facility is subject to a semi-annual borrowing base review, occurring in May and November of each year. The borrowing base is determined based on the lenders’ evaluation of the Company’s petroleum and natural gas reserves and their commodity price outlook at the time of each borrowing base review.
The Senior Credit Facility is secured by a first priority security interest on substantially all of the assets of the Company and is senior in priority to the 2028 Notes. The Senior Credit Facility contains certain covenants that limit the Company’s ability to, among other things, incur additional indebtedness, create or permit liens to exist, pay dividends, redeem stock, and sell assets. The Senior Credit Facility is not subject to any financial covenants.
Amounts borrowed under the Senior
Credit Facility bear interest at a floating rate based on the applicable Canadian prime rate, US base rate, adjusted secured
overnight financing rate or adjusted Canadian overnight repo rate average, plus a margin of
Letter of Credit Facility
Greenfire maintains a separate $
| 8. | LEASE LIABILITIES |
The Company’s lease liabilities primarily relate to a drilling contract, vehicles, and office space:
| As at December 31 | ||||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Balance, beginning of year | $ | $ | ||||||
| Additions | ||||||||
| Interest expense | ||||||||
| Payments | ( | ) | ( | ) | ||||
| Balance, end of year | $ | $ | ||||||
| Current portion | $ | $ | ||||||
| Non-current portion | $ | $ | ||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 21 |
The Company’s minimum lease payments are as follows:
| As at December 31 | ||||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Within 1 year | $ | $ | ||||||
| Within 2 to 5 years | ||||||||
| Later than 5 years | ||||||||
| Minimum lease payments | ||||||||
| Amounts representing finance charges | ( | ) | ( | ) | ||||
| Present value of net minimum lease payments | $ | $ | ||||||
| 9. | DECOMMISSIONING LIABILITIES |
The Company’s decommissioning liabilities
result from net ownership interests in petroleum assets including well sites, gathering systems and processing facilities. In 2024, the
Company acquired certain natural gas and heavy oil assets in the Athabasca region of Northern Alberta and recognized $
A reconciliation of the decommissioning liabilities is provided below:
| As at December 31 | ||||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Balance, beginning of year | $ | $ | ||||||
| Acquisitions | ||||||||
| Liabilities incurred | ||||||||
| Change in estimates | ( | ) | ||||||
| Accretion expense | ||||||||
| Balance, end of year | $ | $ | ||||||
10. WARRANT LIABILITY
In conjunction with the De-Spac transaction
(Note 12), the Company issued approximately
| Year ended | Year ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Number of | Number of | |||||||||||||||
| ($ thousands) | Warrants | Amount | Warrants | Amount | ||||||||||||
| Balance, beginning of year | $ | $ | ||||||||||||||
| Warrants issued (Note 12) | ||||||||||||||||
| MBSC warrants converted (Note 12) | ||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | ||||||||||||||
| Common shares issuable on exercise | ||||||||||||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 22 |
The fair value of each warrant was estimated using the Black Scholes Merton model with the following assumptions:
| December 31, 2024 | December 31, 2023 | |||||||
| Share price $USD | $ | $ | ||||||
| Exercise price $USD | $ | $ | ||||||
| Average risk-free interest rate | % | % | ||||||
| Average expected volatility (1) | % | % | ||||||
| Average expected life (years) | ||||||||
| (1) |
| 11. | SHARE CAPITAL AND PER SHARE AMOUNTS |
Share capital
As at December 31, 2024 the Company’s authorized share
capital consists of an unlimited number of common shares without a nominal or par value.
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Number of | Number of | |||||||||||||||
| shares | Amount | shares | Amount | |||||||||||||
| Shares outstanding | ||||||||||||||||
| Balance, beginning of period | $ | $ | ||||||||||||||
| Issuance of new common shares per De-Spac Transaction | - | |||||||||||||||
| Issuance for exercise of bond warrants | ||||||||||||||||
| Issuance to MBSC shareholders – Class A and Class B | ||||||||||||||||
| Issuance of new common shares for PIPE investment | ||||||||||||||||
| Issued on exercise of share units(1) | ||||||||||||||||
| Balance, end of period | $ | $ | ||||||||||||||
| (1) |
Per share amounts
Net income (loss) per share was calculated
using the historical weighted average shares outstanding, scaled by the applicable exchange ratio following the completion of the De-Spac
Transaction in 2023.
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Weighted average shares outstanding- basic | ||||||||
| Dilutive effect of performance warrants | ||||||||
| Dilutive effect of share units | ||||||||
| Weighted average shares outstanding- diluted | ||||||||
| Basic $ per share | $ | $ | ( | ) | ||||
| Diluted $ per share | $ | $ | ( | ) | ||||
In computing the diluted net loss per
share for the year ended December 31, 2023, the Company excluded the effect of
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 23 |
12. DE-SPAC TRANSACTION
On September 20, 2023, Greenfire, GRI, MBSC, DE Greenfire Merger Sub Inc. (“DE Merger Sub”) and 2476276 Alberta ULC (“Canadian Merger Sub”), completed a De-Spac Transaction pursuant to a business combination agreement dated December 14, 2022, as amended (the “Business Combination Agreement”) with MBSC. DE Merger Sub and Canadian Merger Sub were incorporated in December 2022 for the purposes of completing the De-Spac Transaction.
Pursuant to the De-Spac Transaction (i) Canadian Merger Sub amalgamated with and into GRI pursuant to a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta), with GRI continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire and (ii) DE Merger Sub merged with and into MBSC pursuant to a Delaware statutory merger (the “Merger) with MBSC continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of Greenfire.
As a result of the De-Spac Transaction, the following occurred:
| ● | Of the GRI |
| ● |
| ● | Of the |
| ● | Greenfire issued an additional |
| ● |
| ● |
| ● |
| ● | Concurrent with the execution of the Business Combination Agreement, the Company and MBSC had entered
into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to
purchase Class A common shares of MBSC at a purchase price of US$ |
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 24 |
Greenfire was identified as the acquirer
for accounting purposes. As MBSC did meet the definition of a business under IFRS 3 Business Combinations, the transaction was accounted
for pursuant to IFRS 2, Share Based Payment. On closing of the De-Spac Transaction, the Company accounted for the excess of the fair value
of Greenfire common shares issued to MBSC shareholders as consideration, over the fair value of MBSC’s identifiable net assets at
the date of closing, resulting in $
| ($ thousands) | ||||
| Total fair value of consideration deemed to have been issued by Greenfire: | ||||
| $ | ||||
| $ | ||||
| Less the following: | ||||
| Fair value of identifiable net assets of MBSC | ||||
| Marketable securities held in Trust Account | ||||
| Prepaid expenses and deposits | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Warrant liability | ( | ) | ||
| Other liability | ( | ) | ||
| Deferred underwriting fee | ( | ) | ||
| Taxes payable | ( | ) | ||
| Fair value of identifiable net assets of MBSC | ( | ) | ||
| Total listing expense | $ | |||
The listing expense is presented in the
Consolidated Statement of Comprehensive Income (Loss). For the year ended December 31, 2023, the Company expensed $
| 13. | REVENUE FROM CONTRACTS WITH CUSTOMERS |
The Company’s revenue from contracts with customers consists of diluted and non-diluted bitumen sales.
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Diluted bitumen sales | $ | $ | ||||||
| Bitumen sales | ||||||||
| Oil sales | $ | $ | ||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 25 |
| 14. | FINANCING AND INTEREST |
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Interest on senior secured notes | $ | $ | ||||||
| Other interest | ||||||||
| Total finance and interest expense before accretion | ||||||||
| Amortization of debt issuance costs and redemption premium (Note 7) | ||||||||
| Accretion of decommissioning obligations (Note 9) | ||||||||
| Accretion of lease liabilities (Note 8) | ||||||||
| Accretion | ||||||||
| Financing and interest expense | $ | $ | ||||||
Total interest and finance expense for
the year ended December 31, 2023, included $
15. STOCK-BASED COMPENSATION
Issued and Outstanding Share Units
A summary of the PWs, RSUs, PSUs and DSUs, collectively the share units, issued and outstanding is as follows:
| PWs | RSUs | PSUs | DSUs | Total | ||||||||||||||||
| Outstanding January 1, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||||||
| Cancelled | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Exercisable, December 31, 2023 | ||||||||||||||||||||
| PWs | RSUs | PSUs | DSUs | Total | ||||||||||||||||
| Outstanding January 1, 2024 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Exercised(1) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Exercisable, December 31, 2024 | ||||||||||||||||||||
| (1) |
Performance warrants
The performance warrants expire
| 2023 Grants | |||
| Average risk-free interest rate | % | ||
| Average expected dividend yield | |||
| Average expected volatility(1) | % | ||
| Average expected life |
| (1) |
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 26 |
A summary of performance warrants outstanding:
| Number of Performance | Weighted Average Remaining | Weighted Average | ||||||||
| Range of Exercise Price | Warrants Outstanding | Contractual Life (Years) | Exercise Price | |||||||
| $ | $ | |||||||||
| $ | $ | |||||||||
Subsequent to December 31, 2024, and in connection with the change of control transaction occurring on December 23, 2024 (Note 22), the board of directors exercised its discretion to accelerate the expiry date of all PWs to April 30, 2025. The PWs were fully expensed when they vested on September 20, 2023.
Performance share units (“PSUs”)
PSUs have been granted with either market-based (“Market PSUs”) or non-market operations-based (“Operations PSUs”) performance criteria.
Market PSUs are valued using a Monte Carlo simulation incorporating
a three-year life and a volatility of
Operations PSUs are valued based on the share price at the time of grant multiplied by the expected number of shares to be issued. Vesting conditions, including production targets and service conditions, are adjusted at each reporting period to reflect management’s expectations for the number of Operations PSUs that will vest. Production targets are updated based on historic and forecast production.
Stock-based compensation expense
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Performance warrants (PWs) | $ | $ | ||||||
| Restricted share units (RSUs) | ||||||||
| Performance share units (PSUs) | ||||||||
| Deferred share units (DSUs) | ||||||||
| $ | $ | |||||||
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair Value of Financial Instruments
| 2024 | 2023 | |||||||||||||||
| As at December 31 ($ thousands) | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||
| Financial assets at amortized cost: | ||||||||||||||||
| Cash | ||||||||||||||||
| Restricted cash | ||||||||||||||||
| Accounts receivable | ||||||||||||||||
| Financial liabilities at amortized cost: | ||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Long-term debt (Note 7) | ||||||||||||||||
| Financial liabilities at fair value through profit or loss | ||||||||||||||||
| Risk management contracts | ||||||||||||||||
| Warrant liability | ||||||||||||||||
The 2028 Notes are classified as Level 1 in the fair value hierarchy. For purposes of estimating the fair value of these instruments, the Company used quoted market prices in active markets for identical assets or liabilities. The Company’s risk management contracts and warrant liability are classified as Level 2 in the fair value hierarchy. To estimate the fair value of this instrument, the Company used observable market data and/or other sources utilizing assumptions that market participants would use to determine fair value.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 27 |
Market Risk
Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates and interest rates, will affect the Company’s cash flow, income, or the value of its financial instruments.
Commodity Price Risk
The Company’s risk management program is designed to reduce the volatility of revenue and cash flow, generate sufficient cash flows to service debt obligations, and fund the Company’s operations. The Company’s risk management liabilities may consist of hedging instruments such as fixed price swaps and option structures, including costless collars on WTI, WCS differentials, condensate differential, natural gas and electricity swaps. The Company does not use financial derivatives for speculative purposes.
During the year ended December 31, 2024,
the Company’s obligations under its 2028 Notes (Note 7) includes a requirement to implement a 12-month forward commodity price risk
management program encompassing not less than
The Company’s commodity price risk management program does not involve margin accounts that require posting of margin with increased volatility in underlying commodity prices. Financial risk management contracts are measured at fair value, with gains and losses on re-measurement included in the consolidated statements of comprehensive income (loss) in the period in which they arise.
The Company’s financial risk management
contracts are subject to master netting agreements that create the legal right to settle the instruments on a net basis.
| ($ thousands) | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Gross amount | $ | ( | ) | $ | ( | ) | ||
| Amount offset | ||||||||
| Risk management contracts – liability | $ | ( | ) | $ | ( | ) | ||
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Realized loss on risk management contracts | $ | ( | ) | $ | ( | ) | ||
| Unrealized gain on risk management contracts | ||||||||
| Gain (loss) on risk management contracts | $ | ( | ) | $ | ||||
As at December 31, 2024, the following financial commodity risk management contracts were in place:
| WTI- Costless Collar | WTI Fixed Price Swaps | |||||||||||||||||||
| Volume | Put Strike Price | Call Strike Price | Volume | Swap Price | ||||||||||||||||
| Term | (bbls/d) | (US$/bbl) | ($US/bbl) | (bbls/d) | (US$/bbl) | |||||||||||||||
| Q1 2025 | US$ | US$ | US$ | |||||||||||||||||
| Q2 2025 | US$ | US$ | US$ | |||||||||||||||||
| Q3 2025 | US$ | US$ | US$ | |||||||||||||||||
| Q4 2025 | US$ | US$ | US$ | |||||||||||||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 28 |
Subsequent to December 31, 2024, Greenfire terminated the above WTI Costless Collar risk management contracts and entered into the following financial commodity risk management contracts:
| WTI- Costless Collar | WTI Fixed Price Swaps | |||||||||||||||||||
| Volume | Put Strike Price | Call Strike Price | Volume | Swap Price | ||||||||||||||||
| Term | (bbls/d) | ($/bbl) | ($/bbl) | (bbls/d) | ($/bbl) | |||||||||||||||
| Q1 2025 | $ | |||||||||||||||||||
| Q2 2025 | $ | |||||||||||||||||||
| Q3 2025 | $ | |||||||||||||||||||
| Q4 2025 | $ | |||||||||||||||||||
| Q1 2026 | $ | $ | $ | |||||||||||||||||
The following table illustrates the potential impact of changes in commodity prices on the Company’s net income, before tax, based on the financial risk management contracts in place at December 31, 2024:
| As at December 31, 2024 | $5.00/ bbl Change in WTI | |||||||
| ($ thousands) | Increase | Decrease | ||||||
| Increase (decrease) to fair value of the WTI Fixed Price Swaps and Costless Collars | ( | ) | ||||||
The Company’s commodity risk management contracts are held with two large reputable financial institutions. As a result, the Company concluded that credit risk associated with its commodity risk management contracts is low.
Foreign Currency Risk Management
The Company is exposed to foreign currency
risk on the principal and interest components of its US dollar denominated 2028 Notes (Note 7) and US Dollar denominated cash, cash equivalents,
accounts receivables and accounts payables, and accrued liabilities. As at December 31, 2024, Greenfire’s net foreign exchange risk
exposure was a US$
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk related to borrowings drawn under the Senior Credit Facility, as the interest charged on the credit facility fluctuates with floating interest rates. Currently no amounts are drawn on the Senior Credit Facility. The 2028 Notes and letters of credit issued are subject to fixed interest rates and are not exposed to changes in interest rates.
Credit Risk
| As at December 31 | ||||||||
| ($ thousands) | 2024 | 2023 | ||||||
| Trade receivables | $ | $ | ||||||
| Joint interest receivables | ||||||||
| Accounts receivable | $ | $ | ||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 29 |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is primarily exposed to credit risk from receivables associated with its oil sales. The Company manages its credit risk exposure by transacting with high-quality credit worthy counterparties and monitoring credit worthiness and/or credit ratings on an ongoing basis. Trade receivables from oil sales are generally collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months of the invoice being issued. The Company has not previously experienced any material credit losses on the collection of accounts receivable.
At December 31, 2024, and December 31,
2023 the Company was exposed to concentration risk associated with its outstanding trade receivables and joint interest receivables balances.
Of the Company’s trade receivables at December 31, 2024,
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient available reserves to meet its financial obligations at any point in time. The Company expects to achieve this objective through prudent capital spending, an active commodity risk management program and through strategies such as continuously monitoring forecast and actual cash flows from operating, financing and investing activities, and available credit facilities. Management believes that future cash flows generated from these sources will be adequate to settle Greenfire’s financial liabilities.
The following table details the Company’s contractual maturities of its financial liabilities at December 31, 2024, and December 31, 2023:
| As at December 31, | 2024 | 2023 | ||||||||||||||
| Less than | Greater than | Less than | Greater than | |||||||||||||
| ($ thousands) | one year | one year | one year | one year | ||||||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | $ | ||||||||||||
| Risk management contracts | ||||||||||||||||
| Lease liabilities(1) | ||||||||||||||||
| Long-term debt(2) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) | ||
| (2) |
The Company also has provisions and other liabilities as disclosed in Note 9. The Company’s future transportation commitments are disclosed in Note 17.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 30 |
17. COMMITMENTS AND CONTINGENCIES
In addition to the commitments disclosed elsewhere in the Financial Statements, Greenfire has assumed commitments through its normal course of operations, primarily through transportation agreements.
| Beyond | ||||||||||||||||||||||||||||
| ($ thousands) | 2025 | 2026 | 2027 | 2028 | 2029 | 2029 | Total | |||||||||||||||||||||
| Transportation | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||
| Total commitments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
18. CAPITAL MANAGEMENT
The Company’s policy is to maintain a strong capital base for the objectives of maintaining financial flexibility, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying oilsands assets. The Company considers its capital structure to include equity, long-term debt and working capital. The Corporation is not currently subject to any externally imposed capital requirements, other than those on its long-term debt (Note 7).
19. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities were:
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Trade payables | $ | $ | ||||||
| Accrued payables | ||||||||
| Accrued interest payable | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
20. SUPPLEMENTAL CASH FLOW INFORMATION
The following table reconciles the net changes in non-cash working capital and other liabilities from the consolidated balance sheet to the consolidated statement of cash flows:
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Change in accounts receivable | $ | ( | ) | $ | ( | ) | ||
| Change in inventories | ( | ) | ||||||
| Change in prepaid expenses and deposits | ( | ) | ||||||
| Change in accounts payable and accrued liabilities | ||||||||
| Change in income tax payable | ( | ) | ||||||
| ( | ) | |||||||
| Other items impacting changes in non-cash working capital: | ||||||||
| Withholding taxes on share units | ( | ) | ||||||
| Unrealized foreign exchange gain (loss) related to working capital | ( | ) | ||||||
| ( | ) | |||||||
| Related to operating activities | ( | ) | ||||||
| Related to investing activities | ( | ) | ( | ) | ||||
| Net change in non-cash working capital | $ | ( | ) | $ | ||||
| Cash interest paid (included in operating activities) | $ | ( | ) | $ | ( | ) | ||
| Cash interest received (included in operating activities) | $ | $ | ||||||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 31 |
21. RELATED PARTY TRANSACTIONS
The Company’s related parties primarily consist of key management personnel. The Company considers directors and officers of Greenfire Resources Ltd. as key management personnel.
| Year ended | Year ended | |||||||
| ($ thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Salaries, benefits, and director fees | $ | $ | ||||||
On April 19, 2024, the Company entered into a consulting agreement with M3-Brigage Sponsor III, LP (the “MBSC Sponsor”) for the provision of consulting services to the Company relating to, among other things, the Company’s transition to being a public company, maximizing the value of the Company, and educating the market about the Company and its value. Matthew Perkal, was a member of the Company’s Board of Directors, who was nominated to the Company’s Board of Directors by MBSC Sponsor pursuant to its rights under the Investor Rights Agreement, is Head of SPACs and Special Situations at Brigade Capital Management, LP, an affiliate of MBSC Sponsor and, prior to the Business Combination, served as the Chief Executive Officer of M3-Brigade Acquisition III Corp.
As compensation for the consulting services,
the Company issued MBSC Sponsor
22. CHANGE OF CONTROL
On December 23, 2024, MBSC Sponsor and
its affiliated entities sold
Immediately prior to the completion of
the transaction, WEF owned
As a result of this transaction, WEF acquired control of Greenfire. As a result of the change of control, under the terms of the 2028 Indenture, Greenfire was required to make an offer to repurchase its 2028 Notes (Note 7), the consulting agreement (Note 22) was terminated and certain tax losses expired.
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 32 |
Corporate Information
| Directors | Auditor | ||
| Adam Waterous(1)(4) | Deloitte LLP | ||
| W. Derek Aylesworth(2) | 850 2nd Street SW | ||
| Tom Ebbern(3) | Calgary, Alberta, Canada | ||
| Andrew Kim | T2P 0R8 | ||
| David Roosth | |||
| Henry Hager | Reserve Engineers | ||
| Brian Heald | |||
| David Knight-Legg | McDaniel & Associates Consultants Ltd. | ||
| 2200, 255 – 5th Avenue SW | |||
| (1) | Executive Chair of the Board of Directors | Calgary, Alberta, Canada | |
| (2) | Chair of the Audit Committee | T2P 3G6 | |
| (3) | Chair of the Reserves Committee and Lead Director | ||
| (4) | Chair of the Compensation and Governance Committee | ||
| Officers | |||
| Colin Germaniuk, P.Eng | |||
| President | |||
| Tony Kraljic, CPA | |||
| Chief Financial Officer | |||
| Jonathan Kanderka, P.Eng | |||
| Chief Operating Officer | |||
| Charles R. Kraus | |||
| Corporate Secretary | |||
| Head Office | |||
| Calgary, Alberta, Canada | |||
| T2P 2V7 | |||
| www.greenfireres.com | |||
| NYSE: GFR | |||
| TSX: GFR | |||
| Solicitors | |||
| Blake, Cassels & Graydon LLP | |||
| 855 – 2nd Street S.W. | |||
| Suite 3500, Bankers Hall East Tower | |||
| Calgary Alberta, Canada | |||
| T2P 4J8 | |||
| Scale LLP | |||
| 750 N Saint Paul St Ste 250 | |||
| Suite 86147 | |||
| Dallas, Texas 75201 | |||
| Bankers | |||
| Bank of Montreal | |||
| 595-8 Avenue SW | |||
| Calgary, Alberta, Canada | |||
| T2P 1G1 | |||
| Greenfire Resources Ltd. | 2024 Annual Financial Statements | 33 |