Greenfire Resources has entered into a definitive agreement to acquire all of the issued and outstanding shares of Connacher Oil and Gas for approximately $1.277 billion in cash consideration, net of closing adjustments.

Connacher is a private thermal oil sands company with a 100% operated interest in the Great Divide oil sands project. In 2026, production from Great Divide is expected to average approximately 19,500 Bbl/d (100% oil) at a steam-oil-ratio (“SOR”) of ~3.0x. Great Divide has proved plus probable reserves of approximately 441 MMBbl, equating to a 62-year reserves life index.

Great Divide is located directly adjacent to Greenfire’s Hangingstone assets, enabling more efficient development of the combined asset base. Greenfire has identified midstream, marketing, operating cost, and G&A synergies of approximately $30 million per year (equivalent to approximately 19% of Connacher’s standalone sustaining free cash flow at US$70 WTI), which it expects to be able to realize by the end of 2026.

Pro forma the Acquisition, Greenfire will have expected 2026 production of approximately 34,000 Bbl/d (100% oil) with proved plus probable reserves of 850 MMBbl (equating to a reserves life index of approximately 68 years), with a long-term plan to increase production to approximately 65,000 Bbl/d.

Subject to customary closing conditions and receipt of customary required approvals, the transaction is expected to close in August 2026.

Asset Overlap: Connacher Great Divide and Greenfire Hangingstone

Financing

The Acquisition is expected to be financed with a mix of debt and equity, comprised of: (i) an approximately $700 million draw on an underwritten $1.0 billion reserves-based loan (upsized from $275 million currently), and (ii) a $575 million underwritten bridge facility (“Bridge Facility”), which, post-closing of the Acquisition, will be repaid with proceeds from an anticipated rights offering of Greenfire common shares. Waterous Energy Fund has committed to provide a standby commitment of at least $575 million for the rights offering. Additional details regarding the anticipated rights offering are being provided in a separate rights offering announcement issued concurrently with this press release, and will be included in the applicable offering documents. Upon closing of the rights offering and repayment of the Bridge Facility, the Company expects to have leverage of approximately 1.7x Debt / 2027E EBITDA at US$70 WTI.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offering of securities will be made only pursuant to applicable offering documents and in accordance with applicable securities laws.

Strategic Rationale

1. Complementary Assets Drive Substantial Operating Synergies
   • Great Divide and Hangingstone are directly adjacent to each other, transport diluent and dilbit on the same pipeline networks, and produce from the McMurray reservoir formation
   • Great Divide is an asset Greenfire understands well, with current Greenfire executive leadership team members having over 15 years of combined direct operating experience at Connacher in prior professional roles
   • Greenfire is confident in its ability to capture approximately $30 million of annual synergies by the end of 2026, comprised of midstream and marketing savings, operating cost savings, and G&A savings

2. Improved Scale Drives Cost Efficiencies and Provides Resource For Growth
   • The combined business will have expected 2026 production of approximately 34,000 Bbl/d, with a plan to increase capacity to approximately 65,000 Bbl/d
   • Combined proved reserves of 551 MMBbl will be the sixth largest proved oil reserves amongst all Canadian oil operators (behind only the four oil sands seniors and Strathcona Resources Ltd.)
   • The combined business will have estimated combined tax pools of $2.8 billion, including $2.0 billion in 100% deductible pools. Greenfire does not expect to pay cash taxes until after 2030 at current strip pricing.

3. Great Divide’s Low Capital Intensity Supports Future Growth
   • On a combined basis, Greenfire’s PDP reserves are set to approximately triple to 68 MMBbl, providing a strong and predictable production base to support Greenfire’s organic growth capital program
   • Great Divide is a low capital intensity asset with an estimated base decline rate of 10 – 15%
   • Greenfire estimates it can maintain Great Divide’s production at approximately 19,500 Bbl/d for annual sustaining capital of approximately $75 million[1]

[1] Supplemental financial measure. Refer to the “Non-GAAP and Other Financial Measures” section of this press release.

Acquisition Metrics

(1) Non-GAAP measures without a standardized meaning under IFRS Accounting Standards. Refer to the “Non-GAAP and Other Financial Measures” section of this press release.

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