GFR Greenfire Resources Ltd

Exhibit 99.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

Made as of December 23, 2024

Between

M3-BRIGADE SPONSOR III LP

And

BRIGADE CAPITAL MANAGEMENT LP

And

WATEROUS ENERGY FUND III (CANADIAN) LP

And

WATEROUS ENERGY FUND III (US) LP

And

WATEROUS ENERGY FUND III (INTERNATIONAL) LP

And

WATEROUS ENERGY FUND III (CANADIAN FI) LP

And

WATEROUS ENERGY FUND III (INTERNATIONAL FI) LP

And

GREENFIRE RESOURCES LTD.

TABLE OF CONTENTS

Schedule 1.1 - Purchased Securities

SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is dated effective as of the Closing Time on December 23, 2024.

Between

M3-BRIGADE SPONSOR III LP, a limited partnership existing under the laws of Delaware

(the "MBSC Sponsor")

And

BRIGADE CAPITAL MANAGEMENT LP, a limited partnership existing under the laws of Delaware

("Brigade")

And

WATEROUS ENERGY FUND III (CANADIAN) LP, a limited partnership existing under the laws of the Province of Alberta

("WEF Canada")

And

WATEROUS ENERGY FUND III (US) LP, a limited partnership existing under the laws of the Province of Alberta

("WEF US")

And

WATEROUS ENERGY FUND III (INTERNATIONAL) LP, a limited partnership existing under the laws of the Province of Alberta

("WEF International")

And

WATEROUS ENERGY FUND III (CANADIAN FI) LP, a limited partnership existing under the laws of the Province of Alberta

("WEF Canada II")

And

WATEROUS ENERGY FUND III (INTERNATIONAL FI) LP, a limited partnership existing under the laws of the Province of Alberta

("WEF International II", and collectively with WEF Canada, WEF US, WEF International and WEF Canada II, the "Purchasers")

And

GREENFIRE RESOURCES LTD., a corporation existing under the laws of the Province of Alberta

(the "Company")

RECITALS

A.          MBSC Sponsor and the Brigade Funds (as defined herein) are the legal and beneficial owners of an aggregate of (i) 9,311,424 Common Shares (as defined herein), including the 125,000 Common Shares issuable to MBSC Sponsor immediately prior to the Closing Time upon the accelerated vesting and settlement of 125,000 Vendor RSUs, and representing, as of the Closing Time, representing approximately 56.5% of the issued and outstanding Common Shares in the capital of the Company, and (ii) 2,654,179 Purchased Warrants (as defined herein).

B.          The board of directors of the Company has approved the accelerated vesting of the Vendor RSUs to be settled for 125,000 Common Shares immediately prior to the Closing Time (as defined herein).

C.          The Company is a crude oil producer and the holder of oil and gas assets in Alberta.

D.          MBSC Sponsor and Brigade, on behalf of the Brigade Funds and the Brigade Accounts, have agreed to sell, transfer and assign to the Purchasers, and the Purchasers have agreed to purchase and acquire from the Vendors, all of the legal and beneficial interest of MBSC Sponsor, the Brigade Funds and the Brigade Accounts in and to the Purchased Securities (as defined herein), subject to and in accordance with the terms and conditions as hereinafter set forth.

E.          The board of directors of the Company has determined that it is in the best interests of the Company to enter into this Agreement concurrently with entering into the Investor Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the promises and the mutual agreements and covenants herein contained (the receipt and adequacy of which consideration is hereby mutually admitted by each Party), the Parties hereby covenant and agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

In this Agreement the following words and phrases will have the meanings set forth after each:

accounting rules; (vi) any natural or man-made disaster or acts of God; or (vii) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded);

Representatives and WEF and/or its Representatives relating to any of the following: the Company's adoption of the Shareholder Rights Plan and the shareholder protection rights plan agreement dated as of September 18, 2024, WEF's application dated September 26, 2024 and Greenfire's cross-application to the Alberta Securities Commission dated October 2, 2024, the Meeting Requisition, and all press releases issued or filed by WEF and Greenfire in connection therewith;

Section 1.2 Headings

The headings used in this Agreement, and its division into articles, sections, schedules, and other subdivisions, do not affect its interpretation. All references in this Agreement to a designated "Article", "Section", "paragraph", "subparagraph" or other subdivision, or to a "Schedule", is to the

designated Article, Section, paragraph, subparagraph or other subdivision of or Schedule to this Agreement, unless otherwise specifically stated.

Section 1.3 Including

Where the word "including" or "includes" is used in this Agreement, it means "including (or includes), without limitation".

Section 1.4 Number and Gender

Unless the context otherwise requires, words importing the singular number include the plural and vice versa, and words importing gender include all genders.

Section 1.5 References to Parties

Unless otherwise specified, every reference to a Party to this Agreement will extend to and include (as the context requires) such Party's successors and permitted assigns, as if specifically named.

Section 1.6 References to this Agreement

Unless otherwise specified, the terms "hereof", "hereunder" and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule or other portion of this Agreement.

Section 1.7 Statutory References

Unless otherwise specified, any reference in this Agreement to a statute, statutory instrument or regulation includes all regulations, rules and policies made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements, supersedes or replaces any such statute, statutory instrument, regulation, rule or policy.

Section 1.8 Time

Time is of the essence of this Agreement and of every part of this Agreement, and no extension or variation of this Agreement will operate as a waiver of this provision.

Section 1.9 Time Periods

In this Agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. (Calgary, Alberta time) on the last day of the period. If any period of time is to expire, or any action or event is to occur, on any day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. (Calgary, Alberta time) on the next Business Day.

Section 1.10 Knowledge

Any statement in this Agreement expressed to be made to the "knowledge" of a Party will be understood to be made on the basis of the actual knowledge of any director or officer of such Party, after reasonable inquiry of the applicable employees, officers or directors of such Party.

Section 1.11 Interpretation of this Agreement

The Parties acknowledge that they have each participated in settling the terms of this Agreement. The Parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply in interpreting this Agreement.

Section 1.12 Schedules

The following are the Schedules annexed to this Agreement:

Schedule 1.1 - Purchased Securities

ARTICLE 2
PURCHASE AND SALE

Section 2.1 Purchased Securities

Section 2.2 Purchase Price

representing an aggregate purchase price (the "Purchase Price") of US$81,853,033.15 (based on 9,311,424 Purchased Shares and 2,654,179 Purchased Warrants).

ARTICLE 3
REPRESENTATIONS, WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties

The Vendors hereby, severally and not jointly, represent and warrant to the Purchasers and the Company as follows:

organization and has the requisite power and capacity to carry on its business as presently conducted;

Section 3.2 Survival, No Additional Representations or Warranties, and Reliance

ARTICLE 4
REPRESENTATIONS, WARRANTIES OF THE COMPANY

Section 4.1 Representations and Warranties

The Company hereby represents and warrants to the Purchasers and the Vendors, provided that in the case of the Vendors, the Company is only representing and warranting Section 4.1(a), Section 4.1(c), Section 4.1(d), and Section 4.1(f), as follows:

except, in all cases, for such consents, approvals, orders, authorizations, registrations, declarations or filings which if not made, given or received, would not have a Material Adverse Effect;

would reasonably be likely to, adversely effect the Vendors' right to transfer the Purchased Securities to the Purchasers hereunder, adversely affect the ability of the Purchasers to exercise or enjoy full legal and economic rights of ownership of the Purchased Securities, or materially delay the consummation of the transactions contemplated hereby;

(formal or informal) Proceedings for such purpose are pending or contemplated by the Company or, to the Company's knowledge, have been threatened. The Company is in compliance in all material respects with the rules and regulations of the TSX and NYSE, including the applicable listing requirements of the TSX and NYSE;

Section 4.2 Survival, No Additional Representations or Warranties, and Reliance

ARTICLE 5
REPRESENTATIONS, WARRANTIES OF THE PURCHASERS

Section 5.1 Representations and Warranties

The Purchasers hereby, jointly and severally, represent and warrant to the Vendors and the Company as follows:

Section 5.2 Survival; No Additional Representations or Warranties

limitations in Section 10.4) for a breach or inaccuracy of any of the representations made in Section 5.1.

ARTICLE 6
COVENANTS

Section 6.1 Consent to Note Indenture Amendments

The Vendors agree to consent to the amendment of the Note Indenture by January 31, 2025 to raise the aggregate capital expenditure limit of the Company and its restricted subsidiaries on a consolidated basis to US$150.0 million in any twelve-month period. No consent fee shall be payable to the Vendors related to such consent except to extent that any other holder of the 2028 Notes is to receive a consent fee in which case the Vendors shall receive the same consent fee as payable to other holders of 2028 Notes.

Section 6.2 Change of Control Offer

ARTICLE 7
MUTUAL RELEASE

of and from any and all claims and any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever against the Purchaser Releasees or the Company Releasees by reason of, or arising

out of, any act or omission pertaining to the affairs or actions related to the Company that occurred on or prior to the date of this Agreement, provided that this release shall not apply in respect of (i) any breach of this Agreement by a Purchaser Releasee or the Company Releasees; or (ii) any bad faith (except with respect to any Settled Matters), willful misconduct, fraud, criminal behaviour or gross negligence of a Purchaser Releasee or the Company Releasees.

of and from any and all claims and any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever against the Vendor Releasees or the Company Releasees by reason of, or arising out of, any act or omission pertaining to the affairs or actions related to the Company that occurred on or prior to the date of this Agreement, provided that this release shall not apply in respect of (i) any breach of this Agreement by a Vendor Releasee or the Company Releasees; or (ii) any bad faith (except with respect to any Settled Matters), willful misconduct, fraud, criminal behaviour or gross negligence of a Vendor Releasee or the Company Releasee.

of and from any and all claims and any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever against the Purchaser Releasees or the Vendor Releasees by reason of, or arising out of, any act or omission pertaining to the affairs or actions related to the Company that occurred on or prior to the date of this Agreement, provided that this release shall not apply in respect of (i) any breach of this Agreement by a Purchaser Releasee or a Vendor Releasee; or (ii) any bad faith (except with respect to any Settled Matters), willful misconduct, fraud, criminal behaviour or gross negligence of a Purchaser Releasee or a Company Releasee.

ARTICLE 8
CLOSING

Section 8.1 Electronic Closing

The Closing shall occur electronically at the Closing Time.

ARTICLE 9
CLOSING DELIVERABLES

Section 9.1 Receipt of Closing Deliverables by Purchasers

The Purchasers hereby acknowledge receipt of the following:

Section 9.2 Receipt of Closing Deliverables by Vendors

The Vendors hereby acknowledge receipt of the following:

Section 9.3 Receipt of Closing Deliverables by Company

The Company hereby acknowledges receipt of the following:

ARTICLE 10
INDEMNITIES

Section 10.1 Indemnification by Vendors

Subject to the limitations set out in Section 10.2 hereof, from and after the Closing, the Vendors covenant and agree with the Purchasers to, severally and not jointly, indemnify the Purchasers against all liabilities, claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable legal fees on a solicitor and his own client basis) suffered, or incurred by the Purchasers, directly or indirectly, by reason of or arising out of:

which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the "Vendor Indemnifiable Losses". For greater certainty, each Vendor will be severally liable for Vendor Indemnifiable Losses in equal proportion to the proportion of the Purchase Price received by such Vendor. The indemnification provided in this Section 10.1 (as limited by Section 10.2) will be the sole and exclusive recourse of the Purchasers against the Vendors for any and all matters related to or arising out of this Agreement following the Closing.

Section 10.2 Vendors' Limitations

The indemnity obligations of the Vendors pursuant to Section 10.1 hereof will be limited in the following respects:

Section 10.3 Indemnification by Purchasers

Subject to the limitations set out in Section 10.4 hereof, the Purchasers, from and after the Closing, covenant and agree with the Vendors to, jointly and severally, indemnify the Vendors against all liabilities, claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable legal fees on a solicitor and his own client basis) suffered or incurred by the Vendors, directly or indirectly, by reason of or arising out of:

which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the "Purchaser Indemnifiable Losses". The indemnification provided in this Section 10.3 (as limited by Section 10.4) will be the sole and exclusive recourse of the Vendors

against the Purchasers for any and all matters related to or arising out of this Agreement following the Closing.

Section 10.4 Purchasers' Limitations

The indemnity obligations of the Purchasers pursuant to Section 10.3 hereof will be limited in the following respects:

Section 10.5 Indemnification by Company

Subject to the limitations set out in Section 10.6 hereof, the Company, from and after the Closing, covenants and agrees with the Purchasers to indemnify the Purchasers against all liabilities, claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable legal fees on a solicitor and his own client basis) suffered or incurred by the Purchasers, directly or indirectly, by reason of or arising out of:

which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the "Company Indemnifiable Losses". The indemnification provided in this Section 10.5 (as limited by Section 10.6) will be the sole and exclusive recourse of the Purchasers against the Company for any and all matters related to or arising out of this Agreement following the Closing.

Section 10.6 Company's Limitations

The indemnity obligations of the Company pursuant to Section 10.5 hereof will be limited in the following respects:

Section 10.7 Claims Under Vendor's Indemnity

If any claim is made by any Person against the Purchasers in respect of which the Purchasers may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to the indemnity obligations of the Vendors as provided in Section 10.1 hereof, the Purchasers will notify the Vendors as soon as reasonably practicable of the nature of such claim and the Vendors will be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The defence of any such claim (whether assumed by the Vendors or not) will be through legal counsel and will be conducted in a manner acceptable to the Purchasers and the Vendors, each acting reasonably, and no settlement may be made by the Vendors or the Purchasers, as applicable, without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Vendors assume the defence of any claim then the Purchasers and their counsel will co-operate with the Vendors and their counsel in the course of the defence, such co-operation to include using reasonable commercial efforts to provide or make available to the Vendors and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence will, from and after such assumption, be borne by the Vendors. If the Vendors assume the defence of any claim and the Purchasers retain additional counsel to act on their behalf, then the Vendors and their counsel will co-operate with the Purchasers and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Purchasers. If the Vendors and the Purchasers, as applicable, are or become Parties to the same action, and the representation of all Parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers and the Vendors will be represented by separate counsel and, subject to the indemnity obligations of the Vendors as set out in Section 10.1 hereof, the costs associated with the action will be borne by the Parties incurring such costs.

Section 10.8 Claims Under Purchasers' Indemnity

If any claim is made by any Person against the Vendors in respect of which the Vendors may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to the indemnity obligation of the Purchasers as provided in Section 10.3 hereof, the Vendors will notify the Purchasers as soon as reasonably practicable of the nature of such claim and the Purchasers will be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The defence of any such claim (whether assumed by the Purchasers or not) will be through legal counsel and will be conducted in a manner acceptable to the Vendors and the Purchasers, each acting reasonably, and no settlement may be made by the Purchasers or the Vendors without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Purchasers assume the defence of any claim, the Vendors and their counsel will cooperate with the Purchasers and their counsel in the course of the defence, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence will be borne by the Purchasers. If the Purchasers assume the defence of any claim and the Vendors retain additional counsel to act on their behalf then the Purchasers and their counsel will co-operate with the Vendors and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Vendors and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Vendors. If the Purchasers and the Vendors are or become Parties to the same action, and the representation of all Parties by the same counsel would be inappropriate due to a conflict of interest, then the Vendors and the Purchasers will be represented by separate counsel and, subject to the indemnity obligations of the Purchasers as set out in Section 10.3 hereof, the costs associated with the action will be borne by the Parties incurring such costs.

Section 10.9 Claims Under Company's Indemnity

If any claim is made by any Person against the Purchasers in respect of which the Purchasers may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to the indemnity obligation of the Company as provided in Section 10.5 hereof, the Purchasers will notify the Company as soon as reasonably practicable of the nature of such claim and the Company will be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The defence of any such claim (whether assumed by the Company or not) will be through legal counsel and will be conducted in a manner acceptable to the Purchasers and the Company, each acting reasonably, and no settlement may be made by the Company or the Purchasers, as applicable, without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Company assume the defence of any claim, the Purchasers and their counsel will cooperate with the Company and its counsel in the course of the defence, such co-operation to include using reasonable commercial efforts to provide or make available to the Company and its counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence will be borne by the Company. If the Company assumes the defence of any claim and the Purchasers retain additional counsel to act on their behalf then the Company and its counsel will co-operate with the Purchasers and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Purchasers. If the Company and the Purchasers are or become Parties to the same action, and the representation of all such Parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers and the Company will be represented by separate counsel and, subject to the indemnity obligations of the Company as set out in Section 10.5 hereof, the costs associated with the action will be borne by the Parties incurring such costs.

ARTICLE 11
GENERAL

Section 11.1 Press Release

Immediately following the Closing, the Company shall issue a press release, in the form agreed to between the Company and the Purchasers, each acting reasonably, announcing the transactions contemplated by this Agreement and ancillary matters (including the termination of the Shareholder Rights Plan, the resignation of the Existing Directors, other than Derek Aylesworth and Tom Ebbern, and the appointment of the New Directors) (the "Press Release"). The Vendors shall be given an opportunity to review and comment on the Press Release and the Company and the Purchasers shall give reasonable and due consideration to all comments of the Vendors and their legal counsel.

Section 11.2 Survival

Notwithstanding anything else contained herein, and without limiting any of the provisions hereof, the obligations of the Parties specified in Article 3 (Representations, Warranties of the Vendors), Article 4 (Representations, Warranties of the Company), Article 5, (Representations, Warranties of the Purchasers), Article 6 (Covenants), Article 10 (Indemnities), Section 11.1 (Press Release), this Section 11.2 (Survival), Section 11.3 (Expenses), Section 11.4 (Notices), Section 11.5 (Governing Law), Section 11.8 (Entire Agreement) and Section 11.12 (Enurement) shall survive Closing and continue to bind the Parties in accordance with their terms.

Section 11.3 Expenses

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring such costs and expenses.

Section 11.4 Notices

Any notice required or authorized to be given under this Agreement will be in writing and will be delivered (a) in person, (b) by email, (c) by registered mail, return receipt requested, or (d) by reputable courier service. Notices will be effective upon the date of delivery, if delivered prior to 5:00 p.m. at the recipient's location, or on the next Business Day if delivered after such time. Notices will be addressed to the Parties as follows:

Waterous Energy Fund Management Corp.

Suite 600, 301 – 8^th Avenue S.W.

Calgary, Alberta T2P 1C5

Attention:          Adam Waterous

E-mail:          [REDACTED]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500, 855 – 2nd Street S.W.

Calgary, Alberta T2P 4J8

Attention:          Olga Kary / Kevin Kerr

Email:          [REDACTED]

M3-Brigade Acquisition III Corp.

1700 Broadway, 19th Floor

New York, NY 10019

Attention:          Mohsin Y. Meghji; Charles Garner

Email:          [REDACTED]

and

Brigade Capital Management LP

399 Park Avenue. 16^th Floor

New York, NY 10022

Attention:          Operations Department

Email:          [REDACTED]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP

Suite 2700, Brookfield Place

225 – 6th Avenue S.W.

Calgary, Alberta T2P 1N2

Attention:          Neal Ross

Email:          [REDACTED]

Greenfire Resources Ltd.

Suite 1900, 205 – 5th Avenue S.W.
Calgary, Alberta T2P 2V7

Attention:          Robert Logan

Email:          [REDACTED]

with a copy (which shall not constitute notice) to:

Burnet, Duckworth & Palmer LLP
2400, 525 – 8 Avenue SW

Calgary, Alberta T2P 1G1

Attention:          Edward (Ted) Brown

Email:          [REDACTED]

Any Party may change its address by notice to the other Parties given in the same manner as provided in this Section 11.4.

Section 11.5 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the Parties hereto submit and attorn to the exclusive jurisdiction of the Courts of the Province of Alberta.

Section 11.6 Withholding Tax

Provided that the Purchased Shares are listed on the TSX on the Closing Date, the Purchasers will not make any withholdings on, or in respect of, the Purchase Price payable to the Vendors pursuant to section 116 of the Tax Act.

Section 11.7 Severability

If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 11.8 Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements, understandings, representations and warranties, oral or written, by and between any of the Parties hereto with respect to the subject matter hereof.

Section 11.9 Amendment

This Agreement will not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of each Party.

Section 11.10 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 11.11 Further Assurances

The Parties hereto will with reasonable diligence do all such deeds, acts and things and provide all such reasonable assurances as may be required in the reasonable opinion of the Purchasers' counsel and the Vendors' counsel to consummate the transactions contemplated hereby, and each Party hereto will provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

Section 11.12 Enurement

No Party hereto shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing, this Agreement and each of the terms and provisions hereof will enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns.

Section 11.13 Counterparts

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such agreement or facsimile so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument.

[Remainder of page intentionally left blank]

The Parties have executed this Agreement on the date and year first indicated above.

[Signature Page to Securities Purchase Agreement (Brigade)]

[Signature Page to Securities Purchase Agreement (Brigade)]

SCHEDULE 1.1

PURCHASED SECURITIES

[REDACTED]

Exhibit 99.2

EXECUTION VERSION

INVESTOR AGREEMENT

THIS INVESTOR AGREEMENT dated this 23^rd day of December, 2024 (this "Agreement"), is made by and between Greenfire Resources Ltd. ("Greenfire" or the "Company"), each of Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP (collectively, the "WEF Entities" or "WEF"), Tom Ebbern ("Ebbern") and Derek Aylesworth ("Aylesworth");

WHEREAS WEF beneficially owns, or exercises control or direction over, an aggregate of 29,988,854 Common Shares (as defined herein), representing approximately 43% of the Common Shares issued and outstanding as of the date hereof;

AND WHEREAS contemporaneously with entering into this Agreement, the Company, WEF and Brigade Capital Management LP, as manager of certain private investment funds and accounts ("Brigade") and M3-Brigade Sponsor III LP ("MBSC Sponsor" and, together with Brigade, the "Brigade Entities") have entered into a securities purchase agreement ("SPA") pursuant to which the Brigade Entities have agreed to sell, and WEF has agreed to purchase, an aggregate of 9,311,424 Common Shares and warrants to purchase 2,654,179 Common Shares (the "WEF-Brigade Transaction");

AND WHEREAS on completion of the WEF-Brigade Transaction, WEF will beneficially own, or exercise control or direction over, warrants to purchase 2,654,179 Common Shares and an aggregate of 39,300,278 Common Shares, which Common Shares represent approximately 56.5% of the Common Shares issued and outstanding immediately following the completion of the WEF-Brigade Transaction;

AND WHEREAS on November 18, 2024 and November 19, 2024, WEF delivered to the Company and each member of the Board (as defined below) a requisition (the "Requisition") to call a meeting of Shareholders (as defined below) to consider, among other things, the composition of the Board;

AND WHEREAS the Board has determined it is in the best interest of the Company to enter into this Agreement, pursuant to which, among other things, the Company will make certain changes to the Board, WEF will agree to withdraw the Requisition and WEF and Company will agree to certain governance matters with respect to the Company to remain in place for the duration of this Agreement;

AND WHEREAS certain members of the Board have agreed to resign as directors of the Company immediately following the execution of this Agreement to allow for the appointment of certain new directors as agreed to pursuant to the provisions of this Agreement;

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and, intending to be legally bound hereby, the parties hereby agree as follows:

As used in this Agreement, terms defined in the recitals have the meanings given to them in the recitals and the following terms have the meanings indicated:

the Company pursuant to applicable requirements under the ABCA and the Company's articles and by-laws) and subject to approval of the Board (acting reasonably), the Board, and any applicable committees thereof, shall take such actions as are necessary to promptly appoint such Replacement WEF Director to serve as a director of Company and to be nominated for election at the 2025 Meeting. Effective upon the appointment of the Replacement WEF Director to the Board, such Replacement WEF Director will be considered the applicable WEF Director for all purposes of this Agreement.

the Outgoing Directors, the Board shall take all necessary actions to appoint Adam Waterous as the Chair of the Board and Ebbern as the Lead Independent Director.

WEF hereby automatically and without any further action, and with immediate effect, irrevocably withdraws the Requisition.

The Board has irrevocably approved an amendment to the Shareholder Rights Plan to provide that all outstanding rights issued thereunder shall terminate and be void and of no further force and effect effective immediately prior to the execution of the SPA and this Agreement.

to malign, harm, disparage, defame or reflect adversely on the reputation, qualifications, character, conduct, behaviour or good name of the Company, its business or any of its Representatives.

In order to induce WEF to enter into and to consummate the transactions contemplated by this Agreement, the Company hereby represents and warrants to WEF as follows:

In order to induce the Company to enter into and to consummate the transactions contemplated by this Agreement, WEF hereby, jointly and severally, represents and warrants to Greenfire as follows:

WEF, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto may occur in the event any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached and that such injury may not be adequately compensable in damages. It is accordingly agreed that WEF, on the one hand, and the Company, on the other hand, shall, in addition to any other remedy to which they may be entitled at law or in equity, be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other party hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity.

Immediately following the execution of this Agreement, WEF and the Company shall issue a joint press release in a mutually agreed upon form. No party hereto shall, except as required by law, issue or cause the publication of any other press release or make any other public announcement or other disclosure to third parties with respect to the matters that are the subject of this Agreement, without the prior written consent of the parties hereto.

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

Matters), willful misconduct, fraud, criminal behaviour or gross negligence of any Company Releasee.

Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

This Agreement shall not be assignable by the parties hereto. All terms and provisions of this Agreement shall be binding on the successors of the parties hereto.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements (other than, for the avoidance of doubt, the SPA and the documents and agreements delivered in connection herewith and therewith), memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement may be amended only if approved by an agreement in writing executed by each of the parties hereto, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party (and in the case of the Company by written approval by both Ebbern and Aylesworth) against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the

exercise of any right, power or privilege hereunder. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Any notice, request, demand or other instrument which may be required or permitted to be delivered, given or served upon either Party shall be sufficiently delivered, given or served upon the Party in question, if in writing, and if either delivered by personal delivery or courier or by Email, in each case addressed:

if to the Company, to:

Greenfire Resources Ltd.

Suite 1900, 205 – 5th Avenue SW

Calgary, Alberta T2P 2V7

Attn: Tom Ebbern

Email: [REDACTED]

if to WEF, to:

Waterous Energy Fund Management Corp.

Suite 600, 301 – 8th Avenue S.W.

Calgary, Alberta T2P 1C5

Attention: Adam Waterous

E-mail: [REDACTED]

if to Ebbern, to

3004 – 3^rd Avenue
Canmore, Alberta  T1W 2J8
Email: [REDACTED]

if to Aylesworth, to

11 Discovery Valley Cove SW
Calgary, Alberta  T3H 5H3
Email: [REDACTED]

Any written communication delivered or sent as aforesaid shall be deemed to have been given or made on the day on which it was delivered or sent as aforesaid if delivered or sent at or before 4:00 p.m. (Calgary time) on the day in question or, if such day is not a Business Day or if such written communication is delivered or sent after 4:00 p.m. (Calgary time), then delivery shall be deemed to have been given or made on the next following Business Day. A party may from time to time change its address for service hereunder by notice to the other party.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

Time is of the essence.

This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.

If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have entered this Agreement effective as of the date set forth above.

Signature page for Investor Agreement dated December 23, 2024

Signature page for Investor Agreement dated December 23, 2024

Signature page for Investor Agreement dated December 23, 2024

SCHEDULE "A"

POSITION DESCRIPTION OF CHAIR OF THE BOARD OF DIRECTORS
OF GREENFIRE RESOURCES LTD.

[REDACTED]

SCHEDULE "B"

POSITION DESCRIPTION OF LEAD INDEPENDENT DIRECTOR
OF GREENFIRE RESOURCES LTD.

[REDACTED]

SCHEDULE "C"

MANDATE OF SPECIAL COMMITTEE CHAIR OF THE BOARD OF DIRECTORS
OF GREENFIRE RESOURCES LTD.

[REDACTED]

Greenfire Resources (NYSE:GFR)
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