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CORRESP
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    28 Liberty Street, 41st Floor

    New York, NY 10005

    D / 212-238-8619

January 12, 2024

via edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Timothy Levenberg

    Irene Barberena-Meissner

    Re:

    Greenfire Resources Ltd.

    Registration Statement on Form F-1/A

    Filed December 1, 2023

    File No. 333-275129

Ladies and Gentlemen:

On behalf of our client, Greenfire Resources Ltd.
(the “Company”), we are requesting the Staff (the “Staff”) of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission (the “SEC”) review certain revisions that the Company proposes to make
in a second amendment (the “Amended Registration Statement”) to its registration statement on the Form F-1/A filed
with the SEC on December 1, 2023 (the “Registration Statement”).

The Staff advised us by a phone call that they
did not plan to issue written comments to the Registration Statement, but because the Amended Registration Statement would be filed in
2024, the Company should update executive compensation disclosure for the year ended December 31, 2022 on page 117 of the Registration
Statement with compensation information for the year ended December 31, 2023.

The Company proposes to make the changes to executive
and director compensation disclosure shown in the redline pages attached hereto as an Annex. Those changes will show salary and certain
other compensation paid to the Company’s executive officers and directors in 2023. Because the Company plans to file the Amended
Registration Statement early in 2024, the revisions include an explanation that the Company may pay bonuses in 2024 in respect of services
by executive officers in 2023, but that those amounts have not been determined as of the date of the Amended Registration Statement. The
table in the Amended Registration Statement setting out executive compensation has also been revised to omit share-based compensation
because the Company did not award share-based compensation in 2023.

The Company respectfully requests that the Staff
confirm if the proposed revisions will sufficiently address the Staff’s request for updated compensation disclosure. Please advise
us if we can provide any further information or assistance to facilitate your review of these proposed changes. If the Staff should have
any questions, or would like further information concerning the revisions described herein or the Amended Registration Statement, please
do not hesitate to contact the undersigned at (212) 238-8619.

We thank you in advance for your attention to the
above.

    Sincerely,

    /s/ Guy P. Lander

    Guy P. Lander

    cc:
    Robert Logan, Chief Executive Officer and Director, Greenfire Resources Ltd.

    Tony Kraljic, Chief Financial Officer, Greenfire Resources Ltd.

    Ted Brown, Burnet, Duckworth & Palmer LLP

    2

ANNEX

(see attached)

    3

EXECUTIVE COMPENSATION

Historical Compensation of Greenfire’s
Directors

For each of the fiscal years
ended December 31, 2021 and December 31, 2022, Greenfire paid CAD$ 85,733 and CAD$276,063, respectively, to each of Messrs.
McIntyre, Siva, and Klesch. Messrs. Logan and Phung received compensation in connection with their employment, as described below, but
did not receive any additional compensation for their services on Greenfire’s Board.

Historical Compensation
of Greenfire’sthe
Company’s Executive Officers — Year Ended December 31, 20222023

The following table sets forth information about
certain compensation awarded to, earned by or paid to Greenfire’sthe
Company’s: (i) President and Chief Executive Officer; (ii) Chief Financial Officer; (iii) and the next
three highest compensated individuals (collectively referred to as Greenfire’sthe
Company’s “NEOs”) duringfor
the year ended December 31, 20222023.

    (Dollar amounts in CAD$)

    Short-term Benefits

    Share based Payments

    Name

    Title

    Salaries &

Fees(1)

    Other(2)(3)

    Performance Warrants(3)

    Total

(CAD$)(4)

    Robert Logan

    President, Chief Executive Officer and Director

    $
    416,000436,800.00

    $
    159,28313,896.87

    2,296,957

    $
    $
    575,283450,696.87

    David Phung(54)

    Chief Financial Officer and Director

     $
    416,000357,840.00

    $
    158,833153,558.16
    (5)
    559,328

    $
    $
    574,833511,398.16

    Tony Kraljic (4)

    Chief Financial Officer

    $
    139,923.04

    $
    12,829.35

    $

    152,752.39

    Albert Ma

    Senior Vice President, Engineering

    $
    321,235337,774.40

    $
    291,325211,590.34

    198,930

    $
    $
    612,560548,887.30

    Kevin Millar

    Senior Vice President, Operations

    $
    356,928374,774.40

    $
    325,939354,103.39

    154,798

    $
    $
    682,867728,877.79

    Darren Crawford

    Vice President, Operations & Projects

    $
    292,681307,315.06

    $
    247,851197,816.50

    85,521

    $
    $
    540,532505,131.56

    (1)
    “Salary and Fees” represents the actual salary amounts paid to executive officers in the fiscal year ending December 31, 20222023 in CAD dollars.

    (2)
    “Other” represents bonuses earned by the executive officers for services in the fiscal year of 2022 and other fringe benefits provided to the executive officers, including vacation, retirement fund matching, flex spending accounts, camp and isolation allowance, travel allowance, health benefits, specialized technical designation compensation, life insurance, dependent life insurance, accidental death in CAD dollars & dismemberment, parking, executive medical assessments, health spending accounts, and additional Best Doctor’s coverage and loan settlements under the long term retention program in CAD dollars.

    (3)
    Bonuses
for services during the 2023 fiscal year have not yet been determined by the Company Board as of the Share
based payments represent the Black Scholes valuation as of the date of grant.date
of the registration statement of which this prospectus forms a part, and are expected to be paid in 2024.

    (4)
    Excluding the accounting value of share based payments.

    (54)
     Mr. Phung resigned as Chief Financial Officer, and TonyMr. Kraljic was appointed as his successor, effective as of September 30,  October 2023.

    (5)

    Includes
    CAD$145,600 paid upon termination of Mr. Phung’s employment in accordance with his employment agreement.

    Mr. Phung resigned as Chief
    Financial Officer, and Tony Kraljic was appointed as his successor, effective as of September 30, 2023.

The breakdown of Short Term Benefits — Other
is as follows:

    (Dollar amounts in CAD$)

    Name

    Title

    Bonus

    Other Compensation

    Total

    Robert Logan

    President, Chief Executive

Officer and Director

    $
    100,000

    $
    59,283

    $
    159,283

    David Phung(1)

    Chief Financial Officer and

Director

    $
    100,000

    $
    58,833

    $
    158,833

Philosophy

The Company’s executive compensation program
is designed to attract and retain high performing leaders and value creators. In efforts to continue the Company’s path for sustainable
growth, the Company Board supports executive compensation that reinforces engagement, continuous improvement and optimizes corporate performance.
The Company’s approach to executive compensation is competitive with peer Canadian oil and gas companies where there is substantial
upside for high performance and downside for under performance.

The objectives of the program aim to provide competitive
wages as compared to the Company’s peers, emphasize pay for performance through an annual short-term incentive program, and
at-risk compensation that aligns executive and stakeholder’s interests for value creation. Through this executive compensation
program, Greenfire has historically offered NEOs cash compensation in the form of base salary and discretionary bonuses. Greenfire’s
NEOs have also historically participated in the Greenfire Incentive Plan, pursuant to which they have been entitled to receive equity
compensation in the form of Greenfire Performance Warrants upon the happening of certain pre-determined events. In addition to wages
and incentive programs, NEOs also received health, dental and wellness benefits, which health, dental and wellness benefits are also provided
to all employees of Greenfire.

    4

Pursuant to the Amalgamation, the Greenfire Equity
Plan was amended and restated by the Company Performance Warrant Plan. A portion of the Greenfire Performance Warrants outstanding prior
to the Business Combination remained outstanding following Closing, and were converted into the Company Performance Warrants governed
by the Company Performance Warrant Plan, which entitles the holders thereof to purchase Common Shares in lieu of Greenfire Common
Shares. All the Company Performance Warrants were considered to be fully vested and exercisable following the Closing. No further Greenfire
Performance Warrants will be granted pursuant to the Company Performance Warrant Plan.

In connection with the Business Combination, the
Company adopted the Company Incentive Plan to facilitate the grant of the Company Awards to directors, employees (including executive
officers) and consultants of the Company and certain of its affiliates and to enable the Company to obtain and retain the services of
these individuals, which is essential to the Company’s long-term success. The Company Board expects to grant the Company Awards
pursuant to the Company Incentive Plan.

Review and Governance

Historically, the compensation of Greenfire’s
Chief Executive Officer has been set by the Greenfire Board and the compensation of Greenfire’s other NEOs has been set by our Chief
Executive Officer in consultation with the Greenfire Board. In connection with the Business Combination, the Company adopted a written
mandate for an ESG and compensation committee setting out its responsibilities with respect to, among other things, administering the
Company’s compensation programs and reviewing and making recommendations to the Company Board concerning the level and nature of
the compensation payable to the Company’s directors and executive officers.

Elements of Executive Compensation

The Company strives to ensure that every employee
understands how they contribute and impact the results of the organization. The Company’s executive compensation framework includes
a combination of guaranteed and variable pay based on performance. There are three elements to executive total compensation with weighted
emphasis on variable components of pay for performance and performance based equity compensation.

The Company’s compensation framework has
three elements: (1) guaranteed pay, (2) incentive compensation, and (3) benefits and other compensation.

(1) Guaranteed Pay — Annual
Base Salary

Base salary is the fixed component of total direct
compensation for the NEOs, and is intended to attract and retain executives, providing a competitive amount of income certainty. These
annual salaries were determined by analyzing similar sized oil and gas companies.

(2) Incentive Compensation — Annual
Bonuses and Performance Based Equity Compensation

    ●
    Short-Term Incentive — Annual Bonus

NEOs are eligible to receive additional discretionary
bonuses, as determined by the Company Board with all other employees. In awarding these discretionary bonuses the Company Board and executive
management consider corporate, team and individual performance.

    ●
    Long-Term Incentive — Equity based compensation — Company Incentive Plan

Executives have historically participated in the
Company Incentive Plan with all other employees. The purpose of the Company Incentive Plan was to provide an incentive to the directors,
officers, employees, consultants and other personnel of the Company and its subsidiaries to achieve the longer-term objectives of
the Company, to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the
Company, and to attract to and retain in the employ of the Company or any of its subsidiaries, persons of experience and ability, by providing
them with the opportunity to acquire an increased proprietary interest in the Company.

(3) Benefits and Other
Compensation

The Company provides executives with other compensation
in the form of group health, dental and insurance benefits; sick leave (salary continuance) and long-term disability; business travel
medical insurance; out of country medical insurance; parking benefits; health care spending account; employee assistance program and life
Insurance. The Company offers these benefits consistent with local market practice. The Company also provides field based executives a
camp and isolation allowance, travel allowances and compensation to reflect specialized technical designations.

    5

Employment Agreements

Robert Logan, Employment Agreement

On January 28, 2021, Robert Logan entered
into an executive employment agreement with GAC covering the terms and conditions of his employment as President and Chief Executive Officer.
Pursuant to his employment agreement, if terminated without just cause, Mr. Logan would be entitled to severance payments including
(i) six months of his salary plus one month of salary for each year of service to Greenfire, and (ii) a pro rata bonus
for the severance period based on milestones achieved for the year of termination, as determined by the Greenfire Board. Such payments
would be subject to Mr. Logan signing a release of any potential claims. Mr. Logan’s employment agreement contains customary
confidentiality and proprietary information provisions, as well as employee and consultant non-solicitation covenants for one year
post-termination.

David Phung, Employment Agreement

On January 28, 2021, David Phung entered into
an executive employment agreement with GAC covering the terms and conditions of his employment as Chief Financial Officer. Pursuant to
his employment agreement, if terminated without just cause, Mr. Phung would be entitled to severance payments including (i) six months
of his salary plus one month of salary for each year of service to Greenfire, and (ii) a pro-rata bonus for the severance period
based on milestones achieved for the year of termination, as determined by the Greenfire Board. Such payments would be subject to Mr. Phung
signing a release of any potential claims. Mr. Phung’s employment agreement contains customary confidentiality and proprietary
information provisions, as well as employee and consultant non-solicitation covenants for one year post-termination. Mr. Phung resigned
as Chief Financial Officer, and Tony Kraljic was appointed as his successor, effective as of September 30, 2023.

Tony Kraljic, Employment Agreement

On September 30, 2023, Tony Kraljic entered into
an executive employment agreement with Greenfire Resources Employment Corporation covering the terms and conditions of his employment
as Chief Financial Officer. Pursuant to his employment agreement, if terminated without just cause, Mr. Kraljic would be entitled
to severance payments including (i) six months of his salary plus one month of salary for each year of service to Greenfire,
(ii) a pro rata bonus for the severance period based on milestones achieved for the year of termination, as determined by the Greenfire
Board, and (iii) fifteen percent (15%) of the annual base salary as of the termination date to compensate for the loss of eligibility
for benefits and perquisites of employment. Such payments would be subject to Mr. Kraljic signing a release of any potential claims.
Mr. Kraljic’s employment agreement contains customary confidentiality and proprietary information provisions, as well as employee
and consul