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Item 1 –
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Security and Reporting
Issuer
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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.
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Common shares of Conifex Timber Inc.
(TSX:CFF)
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Conifex Timber Inc. (the "Reporting
Issuer")
980 – 700 West Georgia Street
Vancouver, British Columbia
V7Y 1B6
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State the name of the market in which the
transaction or other occurrence that triggered the requirement to
file this report took place.
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Toronto Stock Exchange
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Item 2 –
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Identity of the
Acquiror
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State the name and address of the
acquiror.
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Princeton Holdings Limited (the
"Acquiror")
705 Fountain Street N.
PO BOX 1510
Cambridge, Ontario
N1R 5T2
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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.
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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. On December
1, 2015, the Acquiror's securityholding percentage increased above
10%. As of the date of this report, the Acquiror's
securityholding percentage is 10.73%.
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Item 3 –
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Interest in Securities of the Reporting
Issuer
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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.
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This is an initial report of the Acquiror's position
of 2,269,300 Securities, representing a securityholding percentage
of 10.73%. As of December 1, 2015, the Acquiror held
2,114,600 Securities, representing a securityholding percentage of
10.00%. Since that date, the Acquiror has acquired an
additional 154,700 Securities, resulting in the current
securityholding percentage reported on this
report.
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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.
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The Acquiror acquired ownership of
Securities.
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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.
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As of December 1, 2015, the Acquiror held 2,114,600
Securities, representing a securityholding percentage of
10.00%. Since that date, the Acquiror has acquired an
additional 154,700 Securities representing a securityholding
percentage of 10.73%.
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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 ownership but control is held
by persons or companies other than the acquiror or any joint
actor.
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The Acquiror beneficially owns the Securities set
forth above, but control and direction is held by the Investor's
discretionary investment manager, Cowan Asset Management
Ltd.
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Item 4 –
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Consideration Paid
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State the value, in Canadian dollars, of any
consideration paid or received per security and in
total.
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The Acquiror paid an average price of CAD $5.15 per
Security for the 2,114,600 Securities purchased from the date of
the Acquiror's initial investment in the Reporting Issuer up until
the date on which the Acquiror's securityholding percentage reached
10.00% (the "10% Date"), for total consideration of CAD
$10,879,998. The Acquiror paid an average price of CAD $2.32 per
Security for the 154,700 Securities purchased from the day after
the 10% Date up until the date of this report, for total
consideration of CAD $358,867.
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Item 5 –
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Purpose of the Transaction
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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.
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