CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER
CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) ('CMB.TECH') and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean') are pleased to announce that they have signed an agreement and plan of merger (the 'Merger Agreement') for a stock-for-stock merger, as contemplated by the term sheet previously announced on 22 April 2025.
The transaction is structured as a merger, with Golden Ocean merging with and into CMB.TECH Bermuda Ltd. ("CMB.TECH Bermuda'), a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, each outstanding common share of Golden Ocean[1] will be cancelled and ultimately exchanged for newly issued CMB.TECH ordinary shares at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments for events that may take place prior to completion of the Merger (including share buybacks, share issuances and/or dividend distributions). Upon completion of the Merger, CMB.TECH would issue approximately 95,952,934 new ordinary shares (the 'Merger Consideration Shares'), assuming the Exchange Ratio is not adjusted.
The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. More information can be found in the presentations on the CMB.TECH and Golden Ocean websites that were used during the Capital Markets Days held on 24 April and 29 April 2025.
Upon completion of the Merger, CMB.TECH shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of CMB.TECH and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMB.TECH, assuming the Exchange Ratio is not adjusted.
The Merger Agreement has been unanimously approved by CMB.TECH's Supervisory Board and by Golden Ocean's Board of Directors and its special transaction committee composed solely of disinterested directors of Golden Ocean's Board of Directors (the 'Transaction Committee'). As mentioned in the 22 April 2025 announcement, the Transaction Committee has received a fairness opinion from its financial advisor DNB Carnegie, part of DNB Bank ASA, concluding that the Exchange Ratio is fair to Golden Ocean's shareholders from a financial point of view.
The consummation of the Merger remains subject to customary conditions, including regulatory approvals, Golden Ocean shareholder approval, effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission ('SEC') and obtaining approval for the listing of the Merger Consideration Shares on the New York Stock Exchange ('NYSE').
Upon completion of the Merger, Golden Ocean will delist from the Nasdaq Global Select Market ("Nasdaq") and Euronext Oslo Børs. CMB.TECH will remain listed on the NYSE and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger. CMB.TECH will prepare and publish an EU prospectus exempted document in connection with the admission to trading of the Merger Consideration Shares on Euronext Brussels and Euronext Oslo Børs.
Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger in the third quarter of 2025.
[1] other than Golden Ocean shares already owned (directly or indirectly) by CMB.TECH or Golden Ocean
Advisors
Seward & Kissel LLP, Argo Law BV, Advokatfirmaet BAHR AS and Conyers Dill & Pearman Limited are acting as legal advisors to CMB.TECH. Crédit Agricole Corporate and Investment Bank, ING Belgium SA/NV, KBC Securities NV and Société Générale are acting as financial advisors to CMB.TECH.
Seward & Kissel LLP, Advokatfirmaet Schjødt AS, A&O Shearman LLP and MJM Limited are acting as legal advisors to Golden Ocean. DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to Golden Ocean.
About CMB.TECH
CMB.TECH is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. CMB.TECH also offers hydrogen and ammonia fuel to customers, through own production or third-party producers.
CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa.
CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'.
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. CMB.TECH and Golden Ocean desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and they are including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, CMB.TECH and Golden Ocean's management's examination of historical operating trends, data contained in company records and other data available from third parties. Although managements of CMB.TECH and Golden Ocean believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond CMB.TECH or Golden Ocean's control, there can be no assurance that CMB.TECH or Golden Ocean will achieve or accomplish these expectations, beliefs or projections.
You are cautioned not to place undue reliance on CMB.TECH's and Golden Ocean's forward-looking statements. These forward-looking statements are and will be based upon their respective managements' then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Neither CMB.TECH nor Golden Ocean assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
Disclaimer
This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail.
Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, CMB.TECH intends to file with the SEC a registration statement on Form F–4 that will include a prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH and Golden Ocean also plan to file other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus (when it becomes available) and other relevant documents that CMB.TECH and Golden Ocean file with the SEC at the SEC's website at www.sec.gov.
Attachment
CMB.TECH NV AND GOLDEN OCEAN GROUP LIMITED ANNOUNCE AGREEMENT AND PLAN OF MERGER
CONTACT: Katrien Hennin CMB.TECH +32 499393470 katrien.hennin@cmb.tech
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The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies. We have presented Non-GAAP Gross Profit, Adjusted EBITDA, Non-GAAP Net Income (Loss) and Non-GAAP Earnings Per Share in this press release. We define Non-GAAP Gross Profit & Gross Margin as revenue less cost of revenue excluding the portion of depreciation and amortization and stock-based compensation expense allocated to cost of revenues. We define Adjusted EBITDA as our net loss before depreciation and amortization, impairment and write-off of intangible assets, interest income and expense, income tax expense (benefit), stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, and charitable contributions of common stock. We define Non-GAAP Net Income (Loss) as net loss before amortization of acquired intangible assets, impairment and write-off of intangible assets, stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, acquisition-related effects on income tax, and charitable contributions of common stock. Non-GAAP income tax expense is calculated using our blended statutory rate except in periods of non-GAAP net loss when it is based on our GAAP income tax expense. In each case, non-GAAP income tax expense excludes the effects of acquisitions in the period on tax expense. We define Non-GAAP Earnings per Share as Non-GAAP Net Income (Loss) per diluted share. We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. Availability of Information on AvidXchange's WebsiteInvestors and others should note that AvidXchange routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts, and the Investor Relations section of AvidXchange's website. While not all information that AvidXchange posts to the Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, AvidXchange encourages investors, the media and others interested in AvidXchange to review the information that it shares at the Investor Relations link located at Users may automatically receive email alerts and other information about AvidXchange when enrolling an email address by visiting 'Email Alerts' in the 'Resources' section of AvidXchange's Investor Relations website Investor Contact: Subhaash KumarSkumar1@ Holdings, Statements of Operations(in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 110,570 $ 105,132 $ 218,512 $ 210,730 Cost of revenues (exclusive of depreciation and amortization expense) 30,949 30,426 61,738 60,759 Operating expenses Sales and marketing 23,068 19,956 45,579 39,697 Research and development 26,975 25,008 52,357 50,912 General and administrative 33,510 22,635 62,458 46,895 Impairment and write-off of intangible assets - - - 162 Depreciation and amortization 8,479 9,208 17,148 18,515 Total operating expenses 92,032 76,807 177,542 156,181 Loss from operations (12,411 ) (2,101 ) (20,768 ) (6,210 ) Other income (expense) Interest income 4,480 5,979 8,621 12,541 Interest expense (2,010 ) (3,323 ) (4,016 ) (6,660 ) Other income 2,470 2,656 4,605 5,881 (Loss) income before income taxes (9,941 ) 555 (16,163 ) (329 ) Income tax (benefit) expense (477 ) 119 612 244 Net (loss) income $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Net (loss) income per share attributable to common stockholders, basic and diluted Basic $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Diluted $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Weighted average number of common shares used to compute net loss per share attributable to common stockholders, basic and diluted Basic 206,933,045 207,025,967 205,982,206 205,961,720 Diluted 206,933,045 210,370,559 205,982,206 205,961,720 AvidXchange Holdings, Balance Sheets(in thousands, except share and per share data) As of June 30, As of December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 335,773 $ 355,637 Restricted funds held for customers 1,148,195 1,250,346 Marketable securities 71,461 33,663 Accounts receivable, net of allowances of $4,362 and $4,279, respectively 50,988 51,671 Supplier advances receivable, net of allowances of $2,024 and $1,644 respectively 18,035 14,080 Prepaid expenses and other current assets 15,503 15,317 Total current assets 1,639,955 1,720,714 Property and equipment, net 96,632 97,592 Deferred customer origination costs, net 29,005 28,119 Goodwill 165,921 165,921 Intangible assets, net 65,235 71,068 Other noncurrent assets and deposits 7,087 6,297 Total assets $ 2,003,835 $ 2,089,711 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 20,482 $ 15,494 Accrued expenses 45,094 46,849 Payment service obligations 1,148,195 1,250,346 Deferred revenue 12,747 13,967 Current maturities of lease obligations under finance leases 36 103 Current maturities of lease obligations under operating leases 663 1,207 Current maturities of long-term debt 4,800 4,800 Total current liabilities 1,232,017 1,332,766 Long-term liabilities Deferred revenue, less current portion 10,640 11,856 Obligations under finance leases, less current maturities 63,342 63,025 Obligations under operating leases, less current maturities 1,655 1,969 Long-term debt 4,300 4,300 Other long-term liabilities 4,331 3,962 Total liabilities 1,316,285 1,417,878 Commitments and contingencies Stockholders' equity Preferred stock, $0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024 - - Common stock, $0.001 par value; 1,600,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 207,695,309 and 204,335,860 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 208 204 Additional paid-in capital 1,718,132 1,685,644 Accumulated deficit (1,030,790 ) (1,014,015 ) Total stockholders' equity 687,550 671,833 Total liabilities and stockholders' equity $ 2,003,835 $ 2,089,711 AvidXchange Holdings, Statements of Cash Flows(in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities Net loss $ (16,775 ) $ (573 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization expense 17,148 18,515 Amortization of deferred financing costs 190 212 Provision for credit losses 1,976 1,481 Stock-based compensation 29,571 23,278 Accrued interest 638 822 Impairment and write-off on intangible assets - 162 Loss on write-off of fixed assets 3 - Gain on lease buyout (172 ) - Accretion of investments held to maturity (629 ) (2,209 ) Deferred income taxes 247 178 Changes in operating assets and liabilities Accounts receivable 184 (3,652 ) Accrued interest on investments 43 - Prepaid expenses and other current assets (186 ) (2,481 ) Other noncurrent assets (980 ) (839 ) Deferred customer origination costs (887 ) (142 ) Accounts payable 4,988 (1,378 ) Deferred revenue (2,436 ) (2,735 ) Accrued expenses and other liabilities (1,631 ) (11,388 ) Operating lease liabilities (686 ) (323 ) Total adjustments 47,381 19,501 Net cash provided by operating activities 30,606 18,928 Cash flows from investing activities Purchase of marketable securities held to maturity (65,329 ) (98,996 ) Proceeds from maturity of marketable securities held to maturity 28,117 55,996 Purchases of equipment (1,324 ) (1,100 ) Purchases of intangible assets (9,034 ) (8,087 ) Supplier advances, net (5,431 ) (4,092 ) Net cash used in investing activities (53,001 ) (56,279 ) Cash flows from financing activities Repayments of long-term debt - (813 ) Principal payments on finance leases (81 ) (150 ) Proceeds from issuance of common stock 1,474 5,393 Proceeds from issuance of common stock under ESPP 1,447 1,220 Remittance of taxes upon vesting of restricted stock units (209 ) - Payment of acquisition-related liability (100 ) (100 ) Payment service obligations (102,151 ) (385,201 ) Net cash used in financing activities (99,620 ) (379,651 ) Net decrease in cash, cash equivalents, and restricted funds held for customers (122,015 ) (417,002 ) Cash, cash equivalents, and restricted funds held for customers Cash, cash equivalents, and restricted funds held for customers, beginning of year 1,605,983 1,985,630 Cash, cash equivalents, and restricted funds held for customers, end of period $ 1,483,968 $ 1,568,628 Supplementary information of noncash investing and financing activities Property and equipment purchases in accounts payable and accrued expenses $ - $ 19 Interest paid on notes payable - 2,673 Interest paid on finance leases 3,000 2,954 Cash paid for income taxes 369 254 AvidXchange Holdings, of GAAP to Non-GAAP Measures Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Revenue to Non-GAAP Gross Profit and Non-GAAP Gross Margin 2025 2024 2025 2024 (in thousands) Total revenues $ 110,570 $ 105,132 $ 218,512 $ 210,730 Expenses: Cost of revenues (exclusive of depreciation and amortization expense) (30,949 ) (30,426 ) (61,738 ) (60,759 ) Depreciation and amortization expense (5,977 ) (6,034 ) (12,106 ) (12,098 ) GAAP Gross profit $ 73,644 $ 68,672 $ 144,668 $ 137,873 Adjustments: Stock-based compensation expense 1,996 1,625 3,980 2,857 Depreciation and amortization expense 5,977 6,034 12,106 12,098 Non-GAAP gross profit $ 81,617 $ 76,331 $ 160,754 $ 152,828 GAAP Gross margin 66.6 % 65.3 % 66.2 % 65.4 % Non-GAAP gross margin 73.8 % 72.6 % 73.6 % 72.5 %AvidXchange Holdings, of GAAP to Non-GAAP Measures (Continued) Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Net Income (Loss) to Non-GAAP Net Income (Loss), including per share amounts 2025 2024 2025 2024 (in thousands, except share and per share data) Net income (loss) $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Exclude: Provision for income taxes (477 ) 119 612 244 Income (loss) before taxes (9,941 ) 555 (16,163 ) (329 ) Amortization of acquired intangible assets 2,859 3,414 5,744 6,827 Impairment and write-off of intangible assets - - - 162 Stock-based compensation expense 15,085 12,319 29,571 23,278 Transaction and acquisition-related costs(1) 6,449 - 8,445 - Non-recurring items not indicative of ongoing operations(2) (195 ) (1,976 ) 528 (630 ) Total net adjustments 24,198 13,757 44,288 29,637 Non-GAAP income (loss) before taxes 14,257 14,312 28,125 29,308 Non-GAAP income tax expense(2) 3,550 3,564 7,003 7,298 Non-GAAP net income (loss) $ 10,707 $ 10,748 $ 21,122 $ 22,010 Weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, basic 206,933,045 207,025,967 205,982,206 205,961,720 Weighted-average shares used to compute Non-GAAP net income (loss) per share attributable to common stockholders, diluted 207,348,652 209,896,829 205,982,206 205,961,720 GAAP Net income (loss) per share attributable to common stockholders, basic and diluted $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Non-GAAP basic net income (loss) per share attributable to common stockholders, basic $ 0.05 $ 0.05 $ 0.10 $ 0.11 Non-GAAP basic net income (loss) per share attributable to common stockholders, diluted $ 0.05 $ 0.05 $ 0.10 $ 0.11 GAAP income (loss) per common share, basic and diluted $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Amortization of acquired intangible assets 0.01 0.02 0.03 0.03 Impairment and write-off of intangible assets - - - - Stock-based compensation expense 0.07 0.06 0.14 0.11 Transaction and acquisition-related costs 0.03 - 0.04 - Non-recurring items not indicative of ongoing operations(1) - (0.01 ) - - Provision for income taxes (0.02 ) (0.02 ) (0.03 ) (0.03 ) Adjustment to fully diluted earnings per share 0.01 - - - Non-GAAP diluted income (loss) per common share $ 0.05 $ 0.05 $ 0.10 $ 0.11 AvidXchange Holdings, of GAAP to Non-GAAP Measures (Continued) Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Net Loss to Adjusted EBITDA 2025 2024 2025 2024 (in thousands) Net loss $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Depreciation and amortization 8,479 9,208 17,148 18,515 Impairment and write-off of intangible assets - - - 162 Interest income (4,480 ) (5,979 ) (8,621 ) (12,541 ) Interest expense 2,010 3,323 4,016 6,660 Provision for income taxes (477 ) 119 612 244 Stock-based compensation expense 15,085 12,319 29,571 23,278 Transaction and acquisition-related costs(1) 6,449 - 8,445 - Non-recurring items not indicative of ongoing operations(2) (195 ) (1,976 ) 528 (630 ) Adjusted EBITDA $ 17,407 $ 17,450 $ 34,924 $ 35,115 (1) For the three and six months ended June 30, 2025, this amount consists of transaction and deal costs incurred in connection with the proposed plan of merger announced on May 6, 2025 described in our unaudited consolidated financial statements. (2) For the three months ended June 30, 2025, this amount includes a $172 gain on lease buyout. For the three months ended June 30, 2024, this amount was primarily comprised of an insurance recovery of $2,110 for costs incurred in response to the cybersecurity incident that was detected in April 2023. For the six months ended June 30, 2025, this amount includes $618 in restructuring costs and a $172 gain on lease buyout. For the six months ended June 30, 2024 this amount includes $1,157 of severance costs and a net benefit of $1,808 of response costs incurred in connection with the cybersecurity incident. (3) Non-GAAP income tax expense is based on the Company's blended tax rate of 24.9% in periods the Company has Non-GAAP income before tax. In periods the Company is in a non-GAAP loss position, tax expense is based on GAAP tax expense.
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Greenfire Resources Reports Second Quarter 2025 Results and Provides an Operational Update
Readers are advised to review the "Non-GAAP and Other Financial Measures" section of this press release for information regarding the presentation of financial measures that do not have standardized meaning under IFRS® Accounting Standards. Readers are also advised to review the "Forward-Looking Information" section in this press release for information regarding certain forward-looking information and forward-looking statements contained 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 in the Hangingstone Expansion Facility (the "Expansion Asset") and a 100% working interest in the Hangingstone Demonstration Facility (the "Demo Asset" and, together with the Expansion Asset, the "Hangingstone Facilities"). Unless indicated otherwise, production volumes and per unit statistics are presented throughout this press release on a "gross" basis as determined in accordance with National Instrument 51-101 - Standards for Disclosure for Oil and Gas Activities, which is the Company's gross working interest basis before deduction of royalties. Calgary, Alberta--(Newsfile Corp. - August 6, 2025) - Greenfire Resources Ltd. (NYSE: GFR) (TSX: GFR) ("Greenfire" or the "Company"), today reported its operating and financial results thereto for the quarter ended June 30, 2025 ("Q2 2025"). The unaudited condensed interim consolidated financial statements and notes for the three and six months ended June 30, 2025 and 2024, as well as the related Management's Discussion and Analysis ("MD&A"), will be available on SEDAR+ at on EDGAR at and on Greenfire's website at Q2 2025 Highlights Bitumen production of 15,748 bbls/d Cash provided by operating activities of $17.7 million and Adjusted funds flow(1) of $33.8 million Capital expenditures(2) of $10.8 million Adjusted free cash flow(1) of $23.0 million Financial & Operating Highlights Three Months Ended ($ thousands, unless otherwise indicated)June 30,2025 June 30, 2024 March 31, 2025WTI (US$/bbl)63.74 80.57 71.42WCS differential to WTI (US$/bbl)(10.27 )(13.61 )(12.67 ) WCS Hardisty (US$/bbl)53.47 66.96 58.75Average FX Rate (C$/US$)1.3840 1.3684 1.4348Bitumen production (bbls/d)15,748 18,993 17,495Oil sales144,542 219,444 183,637Royalties(3,932 )(9,919 )(6,824 ) Realized gains (losses) on risk management contracts9,823 (13,798 )(1,101 ) Diluent expense(56,290 )(84,545 )(73,994 ) Transportation and marketing(12,415 )(13,313 )(14,185 ) Operating expenses(31,823 )(34,997 )(37,929 ) Operating netback(1)49,905 62,872 49,604Operating netback(1) ($/bbl)35.06 36.68 31.67Net income and comprehensive income48,730 30,848 16,163Cash provided by operating activities17,732 85,163 34,673Adjusted funds flow(1)33,843 47,207 31,444Capital expenditures(2)(10,840 )(23,009 )(26,299 ) Adjusted free cash flow(1)23,003 24,198 5,145Cash and cash equivalents69,980 159,977 72,238Available credit facilities(3)50,000 50,000 50,000Net 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-GAAP and Other Financial Measures" section of this press release.(3) The Company had $50.0 million available under the Senior Credit 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 was 15,748 bbls/d, representing a 10% decrease from Q1 2025 and below 18,993 bbls/d reported in Q2 2024. Expansion Asset: Production in Q2 2025 was 10,105 bbls/d, reflecting a 20% decrease from the previous quarter. This reduction was primarily attributed to downtime associated with the previously disclosed failure of one of the four steam generators at the Expansion Asset. Demo Asset: Production in Q2 2025 was 5,643 bbls/d, representing a 16% increase from the previous quarter. This growth was driven by the optimization of base well performance. Hangingstone Facilities: Bitumen Production Results (bbls/d)Q2 2025 Q2 2024 Q1 2025Expansion Asset10,105 15,824 12,613Demo Asset5,643 3,169 4,882Consolidated15,748 18,993 17,495 Capital expenditures for Q2 2025 totaled $10.8 million, compared to $23.0 million in the same period of the prior year. Adjusted free cash flow was $23.0 million for Q2 2025, compared to $24.2 million in Q2 2024. Operational Update Production and Steam Generation Updates Greenfire's July 2025 corporate production was approximately 16,000 bbls/d. The Company's production continues to be affected by the previously disclosed failure of one of the four steam generators at the Expansion Asset, resulting in an estimated production impact of 1,500 to 2,250 bbls/d. Full steam capacity is expected to be restored by year-end 2025. Regulatory Engagement and Installation of Sulphur Removal Facilities Greenfire continues to engage with the Alberta Energy Regulator (the "AER") regarding previously disclosed sulphur dioxide emissions that exceed regulatory limits at the Expansion Asset. To support a timely return to compliance, Greenfire has ordered sulphur removal facilities, which are scheduled for installation and commissioning in Q4 2025. Management expects these facilities will restore emissions compliance at a total estimated cost of $11.3 million (previously $15.0 million). Progress Update on Future Development Plans During the second quarter of 2025, Greenfire refined its proposed development plan and operational strategies at the Hangingstone Facilities. The proposed development plan includes a new SAGD well pad ("Pad 7"), consisting of 13 well-pairs, located northeast of the Expansion Asset's Central Processing Facility (the "Expansion CPF") and directly adjacent to existing production (see Exhibit 1). Greenfire has secured a drilling rig, with drilling operations expected to begin in Q4 2025 and first oil production anticipated in Q4 2026. Exhibit 1: Expansion Asset - Pad 7 Development Plan- Pad 7 surface facility (orange), drainage boxes and horizonal well locations (purple) Exhibit 1 To view an enhanced version of this graphic, please visit: Greenfire continues to evaluate further development opportunities at the Hangingstone Facilities, including drilling additional well pairs southeast of the Expansion CPF and optimization opportunities at the Demo Asset to sustain current production rates. 2025 Outlook Greenfire's board of directors has approved a 2025 capital budget of $130 million, with an anticipated 2025 annual production range of 15,000 to 16,000 bbls/d. The budget is evenly allocated between sustaining and growth initiatives. Sustaining initiatives include the restoration of the steam generator and the installation of sulphur removal facilities at the Expansion Asset. Growth initiatives are focused on the development of Pad 7, with drilling operations scheduled to commence in the fourth quarter of 2025. Hedges Greenfire has WTI hedges in place for 9,450 bbls/d at approximately $100.90 per barrel through 2025. For the WCS Hardisty differential, the Company has secured hedges for 12,600 bbl/d for Q3 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 identify potential 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 discuss its 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: Dial In: 1-833-752-3499 or 1-647-846-7280 Participant instructions: Please ask the operator to join the Greenfire Resources Ltd. call. About Greenfire Greenfire is an oil sands producer actively developing its 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 production growth. As part of the Company's commitment to operational excellence, safe and reliable operations remain a top priority for Greenfire. Greenfire common shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the trading symbol "GFR". For more information, visit or find Greenfire on LinkedIn and X. Non-GAAP and Other Financial Measures Certain financial measures in this press release are non-GAAP financial measures or ratios. These measures do not have a standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures provided by other companies. These non-GAAP measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards. This press release also contains supplementary financial measures. Non-GAAP financial measures and ratios include operating netback, adjusted funds flow, adjusted free cash flow, net debt and per barrel figures associated with such non-GAAP financial measures. 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 adjusted for realized gain (loss) on risk management contracts, as appropriate. Operating netback per barrel ($/bbl) is calculated by dividing operating netback by the Company's total bitumen sales volume in a specified period. When Operating netback is expressed on a per barrel basis, it is a non-GAAP ratio. Operating netback is a financial measure widely used in the oil and gas industry as a supplementary measure of a company's efficiency and ability to generate cash flow for debt repayments, capital expenditures, or other uses. The following table is a reconciliation of gross profit (loss) to operating netback: Three Months EndedJune 30, June 30, March 31, ($ thousands, unless otherwise noted)2025 2024 2025Gross profit (loss)(1)55,829 58,581 34,392Depletion(1)19,915 17,130 21,561Gain (loss) on risk management contracts(35,662 )959 (5,248 ) Operating netback, excluding realized gain (loss) on risk management contracts40,082 76,670 50,705Realized gain (loss) on risk management contracts(9,823 )(13,798 )(1,101 ) Operating netback49,905 62,872 49,604Operating netback ($/bbl)35.06 36.68 31.67 (1) Supplementary financial measure. Adjusted Funds Flow and Adjusted Free Cash Flow Cash provided by operating activities is the most directly comparable GAAP measure for adjusted funds flow, which is a non-GAAP measure. This measure is not intended to represent cash provided by operating activities calculated in accordance with IFRS Accounting Standards. The adjusted funds flow measure allows management and others to evaluate the Company's ability to fund its capital programs and meet its ongoing financial obligations using cash flow internally generated from ongoing operating related activities. We compute adjusted funds flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transaction costs and transactions considered non-recurring in nature or outside of normal business operations. Cash provided by operating activities is the most directly comparable GAAP measure for adjusted free cash flow, which is a non-GAAP measure. Management uses adjusted free cash flow as an indicator of the efficiency and liquidity of its business, measuring its funds after capital investment that are available to manage debt levels and return capital to shareholders. By removing the impact of current period property, plant and equipment expenditures from adjusted free cash flow, management monitors its adjusted free cash flow to inform its capital allocation decisions. We compute adjusted free cash flow as cash provided by operating activities, excluding the impact of changes in non-cash working capital, less transaction costs, transactions considered non-recurring in nature or outside of normal business operations, property, plant and equipment expenditures and acquisition costs. The following table is a reconciliation of cash provided by operating activities to adjusted funds flow and adjusted free cashflow: Three Months EndedJune 30, June 30, March 31, ($ thousands)2025 2024 2025Cash provided by operating activities17,732 85,163 34,673Non-recurring transactions(1)- - 1,853Changes in non-cash working capital16,111 (37,956 )(5,082 ) Adjusted funds flow33,843 47,207 31,444Property, plant and equipment expenditures(10,840 )(21,824 )(26,299 ) Acquisitions- (1,185 )-Adjusted free cash flow23,003 24,198 5,145 (1) Non-recurring transactions relate to a terminated shareholder rights plan and the evaluation of strategic alternatives. Net Debt The table below reconciles long-term debt to net debt. As atJune 30, June 30, March 31,($ thousands)2025 2024 2025Long-term debt(309,641 )(275,452 )(317,432 ) Current assets187,689 204,785 153,150Current liabilities(66,565 )(264,365 )(93,036 ) Current portion of risk management contracts(31,940 )26,315 (6,101 ) Current portion of warrant liability4,456 25,692 10,308Net debt(216,001 )(283,025 )(253,111 ) Net debt is a non-GAAP measure. Long-term debt is 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 management contracts and warranty liability. Management uses net debt to monitor the Company's current financial position and to evaluate existing sources of liquidity. Net debt is used to estimate future liquidity and whether additional sources of capital are required to fund planned operations. Supplementary Financial Measures Depletion The term "depletion" or "depletion expense" is the portion of depletion and depreciation expense reflecting the cost of development and extraction of the Company's bitumen reserves. Gross Profit (Loss) Gross profit (loss) is a supplementary financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses gross profit (loss) to assess its core operating performance 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) provides investors, analysts, and other stakeholders with useful insight into the Company's ability to generate profitability from its core operations before non-operating expenses. Three Months EndedJune 30, June 30, March 31, ($ thousands)2025 2024 2025Oil sales, net of royalties140,610 209,525 176,813Gain (loss) on risk management contracts35,662 (959 )5,248176,272 208,566 182,061Diluent 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 financial measure prepared on a consistent basis with IFRS Accounting Standards. Greenfire uses capital expenditures to monitor the cash flows it invests into property, plant and equipment. Capital expenditures is derived from the statement of cash flows and includes property, plant and equipment expenditures and acquisitions. Management believes that capital expenditures provides investors, analysts and other stakeholders with a useful insight into the Company's investments into property, plant and equipment. Three Months EndedJune 30, June 30, March 31, ($ thousands)2025 2024 2025Property, plant and equipment expenditures10,840 28,124 26,299Acquisitions- 1,185 -Capital expenditures10,840 23,009 26,299 Forward-Looking Information This press release contains forward-looking information and 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-looking information. The Company believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable as of the time of such information, but no assurance can be given that these factors, expectations and assumptions will prove to be correct, and such forward-looking information included in this press release should not be unduly relied upon. The use of any of the words "expect", "target", "anticipate", "intend", "estimate", "objective", "ongoing", "may", "will", "project", "believe", "depends", "could" and similar expressions 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 steam capacity 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 restore compliance with sulphur dioxide emissions requirements at the Expansion Asset; Greenfire's plans including development and construction around the Expansion CPF and the anticipated timing and costs thereof; the 2025 Outlook, including the Company's capital budget and the anticipated allocation thereof, and the Company's production guidance; development plans for a new SAGD pad; development plans, capital expenditures and operational strategies for the Expansion Asset and the Demo Asset; that the Company will continue to assess market conditions to identify potential additional hedging opportunities; and statements relating to the business and future activities of the Company after the date of this press release. Management approved the capital budget and production guidance contained herein as of the date of this press release. The purpose of the capital budget and production guidance is to assist readers in understanding the Company's expected and targeted financial position and performance, and this information may not be appropriate for other purposes. Forward-looking information in this press release relating to oil and gas exploration, development and production, and management's general expectations relating to the oil and gas industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of the industry which management believes to be reasonable. Although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. Management is not aware of any misstatements regarding any industry data presented in press release. All forward-looking information reflects Greenfire's beliefs and assumptions based on information available at the time the applicable forward-looking information is disclosed and in light of the Company's current expectations with respect to such matters as: the success of Greenfire's operations and growth and expansion projects; expectations regarding production growth, future well production rates and reserves volumes; expectations regarding Greenfire's capital program; the outlook for general economic trends, industry trends, prevailing and future commodity prices, foreign exchange rates and interest rates; prevailing and future royalty regimes and tax laws; expectations regarding differentials and realized prices; future well production rates and reserves volumes; fluctuations in energy prices based on worldwide demand and geopolitical events; the impact of inflation; the integrity and reliability of Greenfire's assets; decommissioning obligations; Greenfire's ability to comply with its financial covenants; Greenfire's ability to comply with applicable regulations, including those related to various emissions; Greenfire's ability to obtain all applicable regulatory approvals in connection with the operation of its business; and the governmental, regulatory and legal environment. Management believes that its assumptions and expectations reflected in the forward-looking information contained herein are reasonable based on the information available on the date such information is provided and the process used to prepare the information. However, Greenfire cannot assure readers that these expectations will prove to be correct. The forward-looking information included in this press release 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- 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, or further deterioration, in global economic and market conditions, including from inflation and/or certain geopolitical conflicts, such as the ongoing war in Eastern Europe and the conflict in the Middle East, and other heightened geopolitical risks, including imposition of tariffs or other trade barriers, and the ability of the Company to carry on operations as contemplated in light of the foregoing; determinations by OPEC and other countries as to production levels; unanticipated operating results or production declines; changes in tax or environmental laws, climate change regulations, royalty rates or other regulatory matters; changes in Greenfire's operating and development plans; reliability of Company owned and third party facilities, infrastructure and pipelines required for Greenfire's operations and production; competition for, among other things, capital, acquisitions of reserves and resources, undeveloped lands, access to services, third party processing capacity 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's facilities; 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 access to capital markets or other sources of capital; increased costs; failure to comply with applicable regulations, including relating to the Company's air emissions, and potentially significant penalties and orders associated therewith and associated significant effect on the 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 & Analysis for the interim period ended June 30, 2025 and Annual Information Form dated March 17, 2025, and from time to time in Greenfire's public disclosure documents, which are available on the Company's SEDAR+ profile at and in the Company's annual report on Form 40-F filed with the SEC, which is available on the Company's EDGAR profile at The foregoing risks should not be construed as exhaustive. The forward-looking information contained in this press release speaks only as of the date of this press release and Greenfire does not assume any obligation to publicly update or revise such forward-looking information to reflect new events or circumstances, except as may be required pursuant to applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement. Contact Information Greenfire Resources Ltd.205 5th Avenue SWSuite 1900Calgary, AB T2P 2V7 investors@ To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
