Calgary, Alberta–(Newsfile Corp. – December 23, 2024) – Greenfire Resources Ltd. (the “Board”), the termination of the amended and restated Shareholder Rights Plan dated December 7, 2024 (the “Second Rights Plan”) and the acquisition of additional Greenfire Securities by the Waterous Energy Fund (“WEF”). . At the same time, Greenfire and WEF executed an agreement (the “Investor Agreement”) in which WEF agreed to continue the Company’s Strategic Review Process and withdraw the request at the meeting of shareholders on November 18, 2024.

Reconstituted Board of Directors

Under the terms of the Investor Agreement, Matthew Perkal, Robert Logan and Jonathan Klesch have agreed to resign from the Board. The resignations of Mr. Perkal, Mr. Logan and Mr. Klesch is effective immediately. All six nominees proposed by WEF as part of the November 18, 2024 shareholder meeting requisition (Adam Waterous, Andrew Kim, David Roosth, Henry Hager, Brian Heald and David Knight Legg) will be appointed to the Board, effective immediately, with mr. Waterous serves as Chairman of the Board. Mr. Heald and Mr. Knight Legg are considered independent directors.

Tom Ebbern, who joined the Board on December 9, 2024, will remain on the Board and has been appointed Lead Director. Under the terms of the Investor Agreement, WEF has agreed to vote in favor of Mr. Ebbern at the May 6, 2025 shareholder meeting. Derek Aylesworth will remain on the Board but in accordance with the terms of the Investor Agreement will not be nominated for re-election at the May 6, 2025 shareholder meeting.

WEF Acquires Additional Greenfire Securities

Under the terms of the Investor Agreement, Greenfire terminated the Second Rights Plan and WEF agreed to withdraw its shareholder meeting requisition. All outstanding rights issued under the Second Rights Plan shall be null and void.

Following the termination of the Second Rights Plan, WEF has now acquired all of the common shares and warrants of Greenfire (the “Greenfire Securities”) held by Brigade Capital Management LP and M3-Brigade Sponsor III LP (collectively, “Brigade” ), increasing WEF’s interest to 56.5% of the Company’s issued and outstanding common shares. The Brigade common shares were acquired by WEF at a price of US$7.83 per share. Brigada is no longer entitled to a Board nominee as a result of Brigada’s sale of all of its Greenfire Securities to WEF.

Strategic Review Process

The Company and the WEF have agreed to continue the strategic review process of Greenfire (the “Strategic Review”), with support from the WEF until the May 6, 2025 meeting of administrators. The Strategic Review will continue to evaluate a wide range of alternatives with a focus on maximizing value for all Greenfire shareholders. The Strategic Review will remain under the supervision of a special committee of the Board, which will be chaired by Mr. Ebbern, with Mr. Aylesworth, Mr. Heald and Mr. Knight Legg. Greenfire intends to appoint a new financial advisor to support the Strategic Review Process to replace TD Securities.

About Greenfire

Greenfire is an intermediate, lower cost and growth oriented Athabasca oil sands producer with concentrated Tier-1 assets utilizing steam assisted gravity drainage extraction methods. The Company is operationally oriented with an emphasis on an entrepreneurial environment and high levels of employee ownership. Greenfire Common Shares are listed on the New York Stock Exchange and Toronto Stock Exchange under the symbol “GFR”. For more information, visit greenfireres.com or find Greenfire on LinkedIn and X.

Contact Information

Greenfire Resources Ltd.

205 5th Avenue SW
Suite 1900
Calgary, AB T2P 2V7
[email protected]
greenfireres.com

FORWARD-LOOKING ADVISORY STATEMENTS

This press release contains certain forward-looking statements or forward-looking information within the meaning of the federal securities laws of the United States and applicable Canadian securities laws (collectively, “forward-looking statements“). Forward-looking statements relate to future events or future performance. All information other than statements of historical fact are forward-looking statements. These views- forward-looking statements are generally identified by the words “believe,” “project,” “anticipate,” “anticipate,” “estimate,” “intend,” “forecast,” “strategy,” “future, ” “opportunity,” “plan,” “potential,” “can,” “must,” “will,” “could,” “could,” “could,” “could,” “could,” “involve,” “align,” “continue,” “likely to result,” and similar expressions are statements herein, there are forward-looking statements in this press release relating to, among other things, expectations and speculation regarding the following matters: the purpose of the Special Committee to continue to evaluate a wide range of alternatives with a focus on improving value for all shareholders as part of the strategic review during the conclusion of the Strategic Review; and Greenfire’s intention to appoint a new financial advisor.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, including that the strategic alternative process results in a value-enhancing transaction for. shareholders; and that the proposed nominees for the 2025 annual meeting of shareholders of Greenfire are willing or able to nominate at such meeting. You should carefully consider all of the risks and uncertainties described in the “Risk Factors” section of the Company’s annual report on Form 20-F dated March 26, 2024, available on SEDAR+ at www. cedarplus.ca and EDGAR at www. .sec.gov/edgar.shtml and other documents filed by Greenfire from time to time on SEDAR+ and the United States Securities and Exchange Commission. Forward-looking statements are statements about the future and are inherently uncertain. The Company does not intend, and assumes no obligation, to update any forward-looking statements, except as required by applicable law. For all of these reasons, holders of the Company’s securities should not place undue reliance on forward-looking statements.

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