GreenFirst Announces Adoption of a Shareholder Rights Plan

GreenFirst Announces Adoption of a Shareholder Rights Plan

TORONTO, ON, November 18, 2022 / Business Wire / GreenFirst Forest Products Inc. (“GreenFirst”, the “Company”) (TSX: GFP) announced today that the Board of Directors of the Company (the “Board”) has approved the  adoption  of  a  shareholder  rights  plan  (the  “Rights  Plan”)  pursuant  to  a  shareholder  rights plan agreement entered into with Computershare Investor Services Inc., as Rights Agent, dated November 17, 2022 (the “Effective Date”). The  Rights  Plan  is  substantially  similar  to  shareholder  rights  plans  adopted  by  other  Canadian issuers and the Rights Plan is not being adopted in response to any specific proposal to acquire control of the Company, and the Board is not aware of any pending or threatened take-over bid for the Company. The adoption of the Rights Plan is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any unsolicited take-over bid or other acquisition of control of or a significant interest in the Company and to protect against  acquisitions  of  control  of  the Company through  purchases  of  common  shares  that  are exempt  from  applicable  Canadian  take-over  bid  rules,  also  referred  to  as  “creeping”  take-over bids. 

The Rights Plan is subject to the acceptance of the Toronto Stock Exchange (the “TSX”).  While the Rights Plan is effective as of the Effective Date, it is subject to shareholder ratification within six months of its adoption, failing which it will terminate. The Board intends to recommend the ratification of the Rights Plan for approval by its shareholders at the Company’s next meeting of shareholders. If ratified by shareholders within six months, the Rights Plan will remain in effect until the close of the 2026 annual meeting of shareholders.  In accordance with the terms of the Rights Plan, one right (a “Right”) will be issued and attached to each common share of the Company (a “Common Share”) outstanding as of the record time under the Rights Plan.  A  Right  will  also  be  attached  to  each  Common  Share  issued  after  the Effective Date in accordance with the terms of the Rights Plan. The issuance of the Rights will not change  the  manner in  which  shareholders  trade  their  Common  Shares  and  the  Rights  will automatically  attach  to  the  Common  Shares  with  no  further  action  by  shareholders  being required. Subject to the terms of the Rights Plan, the Rights issued under the Rights Plan become exercisable  only  if  a  person  (the  “Acquiring  Person”),  together  with  certain  parties  related  to such person, acquires or announces its intention to acquire beneficial ownership of 20% or more of the Common Shares without complying with the “Permitted Bid” provisions of the Rights Plan. The Rights under the Rights Plan will not be exercisable solely by having beneficial ownership of 20% or more of the Common Shares by a “Grandfathered Person” (as defined in the Rights Plan), as any such person would be “grandfathered” subject to the terms and conditions of the Rights Plan;  however,  subsequent  acquisitions  of  Common  Shares  by  a  “Grandfathered  Person”  may cause  such  person  to  become  an  Acquiring  Person  pursuant  to  the  terms  of  the  Rights  Plan. Following a transaction that results in a person becoming an Acquiring Person, the Rights entitle the  holder  thereof  (other  than  the  Acquiring  Person  and  certain  related  parties)  to  purchase Common Shares at a significant discount to the market price at that time. Under the Rights Plan, a “Permitted Bid” is a take-over bid made in compliance with the Canadian take-over bid regime.  Specifically,  a  Permitted  Bid  is  a  take-over  bid  that  is  made  to  all shareholders,  that  is  open  for  105  days  (or  such  shorter  period  as  is  permitted  under  the  bid regime) and that contains certain conditions, including that no shares will be taken up and paid for unless 50% of the shares that are held by independent shareholders are tendered to the take-over  bid.  Taking  up  Common  Shares  pursuant  to a  Permitted Bid  would  not  trigger  the  Rights Plan. Customary permitted lock-up agreements are also provided for. The description of the Rights Plan in this press release is qualified in its entirety by the full text of the  Rights  Plan,  which  is available  under  GreenFirst’s  profile  on  SEDAR  at

About GreenFirst 

GreenFirst Forest Products is a forest-first business, focused on sustainable forest management and lumber production. The Company owns 7 sawmills and 1 paper mill across Ontario and Quebec.  GreenFirst is a significant lumber producer in Canada. GreenFirst’s mills are located in rich wood baskets proudly operating over 9.1 million hectares of FSC® certified public and private Canadian forestlands (FSC®-C167905). The Company believes that responsible forest practices, coupled with the long-term green advantage of lumber, provide GreenFirst with significant cyclical and secular advantages in building products. GreenFirst’s long-term vision is to be a leader in the global forestry industry.

Forward Looking Information 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact are forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend”, “estimate” or the negative of these terms and similar expressions. Forward-looking statements are based on certain assumptions and, while GreenFirst considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. In addition, forward-looking statements necessarily involve known and unknown risks, including those set out in GreenFirst’s public disclosure record filed under its profile on Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. GreenFirst disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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