CFF Conifex Timber Inc

Item 1 –

Security and Reporting Issuer

State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

Common shares of Conifex Timber Inc. (TSX:CFF)

Conifex Timber Inc. (the "Reporting Issuer")
980 – 700 West Georgia Street
Vancouver, British Columbia
V7Y 1B6

State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Toronto Stock Exchange

Item 2 –

Identity of the Acquiror

State the name and address of the acquiror.

Cowan Asset Management Ltd. (the "Acquiror")
10 King Street E., Suite 401
Toronto, Ontario
M5C 1C3

State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

The Acquiror acquired its holdings in the common shares of the Reporting Issuer (the "Securities") in a series of transactions over the past 19 months, including the following transactions (each, a "Reportable Transaction" and collectively, the "Reportable Transactions"):

Date

Description

Defined term for this report

30 Oct 2016

Acquiror's securityholding percentage increased above 10% to 10.02%.

 First Reportable Transaction

29 June 2016

Acquiror's securityholding percentage is 12.07%.

 Second Reportable Transaction

Item 3 –

Interest in Securities of the Reporting Issuer

State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities.

The following table sets out the number of securities acquired as of the date of the First Reportable Transaction and during each period beginning the day after a Reportable Transaction and ending on the date of the immediately subsequent Reportable Transaction between Reportable Transactions (each, a "Reporting Period"), and the change in securityholding percentage from the date of each Reportable Transaction until the end of the immediately subsequent Reporting Period:

Number of securities acquired     

Change in securityholding percentage

First Reportable Transaction

2,118,500 Securities acquired until the date of the First Reportable Transaction (the "First Reporting Period").

Initial reportable position

Second Reportable Transaction

433,800 Securities acquired between the day after date of the First Reportable Transaction and the date of the Second Reportable Transaction (the "Second Reporting Period").

2.05%

State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

The Acquiror acquired ownership of Securities in each Reportable Transaction.

State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

The following table sets out the number of Securities held by the Acquiror and the Acquiror's securityholding percentage as of the date of each Reportable Transaction:

As of date

Number of Securities held

Securityholding percentage

First Reportable Transaction

2,118,500 Securities

10.02%

Second Reportable Transaction

2,552,300 Securities

12.07%

State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities over which the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

The Investor has control and direction over the Securities set forth above, but beneficial ownership is held by one or more investment funds and/or managed accounts to which the Investor provides discretionary investment management services.

Item 4 – 

Consideration Paid

State the value, in Canadian dollars, of any consideration paid or received per security and in total.

The following table sets out the average price per Security, and the total consideration paid for all Securities acquired, during each Reporting Period:

Reporting Period

Average price per Security

Total consideration for all Securities acquired

First Reporting Period

CAD$5.33

CAD$11,290,761

Second Reporting Period

CAD$2.57

CAD$1,116,026

Item 5 –

 Purpose of the Transaction

The Securities are being held for investment purposes only and not for the purpose of exercising control or direction over the Reporting Issuer.  The acquisitions were made in the ordinary course of the Acquiror's business or investment activities.  The Acquiror has no current plan or proposal which relates to, or would result in acquiring additional ownership or control over the securities of the Reporting Issuer, other than in the ordinary course of business of the Acquiror.  The Acquiror may or may not purchase or sell securities of the Reporting Issuer in the future on the open market or in private transactions, depending on market conditions and other factors material to the Acquiror's investment decision.