Greenfire Resources Announces Reconstitution of the Company’s Board of Directors, Acquisition of Additional Greenfire Securities by WEF and Continuation of the Strategic Review

Calgary, Alberta–(Newsfile Corp. – December 23, 2024) – Greenfire Resources Ltd. announced… (NYSE: GFR) (TSX: GFR) (“Greenfire” or the “Company”) today announced the reconstitution of Greenfire’s Board of Directors (“Board”), terminating an amended and restated stockholder rights plan dated December 7, 2024 (“Second Rights Plan”). “) and the acquisition of additional Greenfire Securities by Waterous Energy Fund (“WEF”). At the same time, Greenfire and the World Economic Forum executed an agreement (the “Investor Agreement”) pursuant to which the Forum agreed to continue the strategic review process of the Company and to withdraw the request for a shareholders’ meeting on 18 November 2024.

Restructuring the Board of Directors

Under the terms of the investor agreement, Matthew Birkal, Robert Logan and Jonathan Klish have agreed to resign from the Board of Directors. The resignations of Mr. Birkal, Mr. Logan and Mr. Klish are effective immediately. All six nominees proposed by the World Economic Forum as part of the solicitation for the shareholder meeting scheduled for November 18, 2024 (Adam Watros, Andrew Kim, David Rust, Henry Hager, Brian Held, and David Knight Legg) will be appointed to the Board of Directors, effective immediately, with Appointment of Mr. Hager. Watros serves as Chairman of the Board of Directors. Mr. Heald and Mr. Knight-Legg are independent directors.

Tom Eburn, who joined the Board on December 9, 2024, will remain a member of the Board and has been appointed Lead Director. Under the terms of the Investor Agreement, the World Economic Forum has agreed to vote for Mr. Ebern at the Shareholders’ Meeting on May 6, 2025. Derek Aylesworth will remain a member of the Board of Directors but under the terms of the Investor Agreement, he will not be nominated for re-election at the Shareholders’ Meeting scheduled for May 6, 2025. .

World Economic Forum acquires additional securities from Greenfire

Under the terms of the investor agreement, Greenfire terminated the second rights plan and the World Economic Forum agreed to withdraw the shareholder meeting request. All outstanding rights issued under the Second Rights Plan will be void and of no effect.

Following the termination of the Second Rights Plan, the World Economic Forum today acquired substantially all of the common stock and warrants of Greenfire (“Greenfire Securities”) held by Brigade Capital Management LP and M3-Brigade Sponsor III LP (together, the “Brigade”), resulting in an increase Copyright of the World Economic Forum. An interest of up to 56.5% of the issued and outstanding common shares in the company. Brigade’s common stock was purchased by the World Economic Forum at a price of $7.83 per share. Brigade will no longer be entitled to a nominee on the Board of Directors as a result of Brigade’s sale of substantially all of its Greenfire Securities shares to the World Economic Forum.

Strategic review process

The Company and the World Economic Forum have agreed to continue the strategic review process for Greenfire (the “Strategic Review”), with support from the World Economic Forum until the shareholders’ meeting on May 6, 2025. The Strategic Review will continue to evaluate a broad range of alternatives with a focus on enhancing value for all Greenfire shareholders. . The strategic review will remain under the supervision of the Board’s Special Committee, which will be chaired by Mr. Ebern, along 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 Green Fire

Greenfire is a mid-tier, lower-cost, growth-oriented oil sands producer in Athabasca with concentrated Tier 1 assets utilizing steam-assisted gravity drainage extraction methods. The company is operationally focused with an emphasis on an entrepreneurial environment and a high level of employee ownership. Greenfire’s common stock is listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFR.” For more information, visit greenfireres.com or find Greenfire on LinkedIn and X.

Contact information

GREEN FIRE RESOURCES LIMITED

205 Fifth Avenue SW
Suite 1900
Calgary, AB T2P 2V7
investors@greenfireres.com
greenfireres.com

Forward-looking statements are advisory

This press release contains certain forward-looking statements or forward-looking information within the meaning of the United States federal securities laws 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 facts are forward-looking statements. These forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “expect,” “estimate,” “intend,” “predict,” “strategy,” “future,” “opportunity,” “plan,” “potential,” “may” “should”, “should”, “could”, “could”, “would”, “will be” “includes”, “consistent”, “will continue”, “is likely to result in” and similar expressions In addition to other forward-looking statements contained herein, there are forward-looking statements in this press release that relate to, among other things, expectations and assumptions regarding With the following matters: The Special Committee’s intent to continue evaluating a broad range of alternatives with a focus on enhancing value for all shareholders as part of the strategic review on the conclusion of the strategic review and the requirements of the World Economic Forum to vote in favor of Mr. Ebern at the 2025 Annual Shareholders’ Meeting; Greenfire intends 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 process of strategic alternatives will result in a value-enhancing transaction for the Company. shareholders; and that nominees proposed for the 2025 Annual Meeting of Greenfire Stockholders will be 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, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www. sec.gov/edgar.shtml and in other documents that Greenfire files from time to time on SEDAR+ and with the U.S. Securities and Exchange Commission. Forward-looking statements are statements about the future and are inherently uncertain. The Company does not intend, and undertakes no obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, holders of securities of the Company should not place undue reliance on forward-looking statements.

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