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State if the
report is filed to amend information disclosed in an earlier
report. Indicate the date of the report that is being
amended.
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This is an amended
and restated report which amends information in an earlier report
filed on July 29, 2016. As of the date of this report, the Acquiror
(defined below) holds 2,269,300 common shares of the Reporting
Issuer (defined below), representing a securityholding percentage
of 10.73%.
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Item 1 – Security
and Reporting Issuer
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1.1
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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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1.2
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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 – Identity
of the Acquiror
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2.1
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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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2.2
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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 19 months. On
December 1, 2015, the Acquiror's securityholding percentage
increased above 10%.
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2.3
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State the names of
any joint actors.
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Cowan Asset
Management Ltd. ("Cowan")
10 King Street E., Suite 401
Toronto, Ontario
M5C 1C3
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See Item 3.4 for a
description of the relationship between the Acquiror and
Cowan.
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Item 3 – Interest
in Securities of the Reporting Issuer
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3.1
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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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The Acquiror's
obligation to file a report initially arose on December 1, 2015,
when the Acquiror held 2,114,600 Securities, representing a
securityholding percentage of 10.00%.
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3.2
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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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3.3
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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%.
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3.4
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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
referred to in Item 3.3 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 in Item 3.3 above. Cowan
exercises control and direction over such Securities in its
capacity as the Acquiror's discretionary investment manager. Cowan
is a wholly-owned subsidiary of the Acquiror, and therefore the
Acquiror and Cowan are deemed to be joint actors.
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Item 4 –
Consideration Paid
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4.1
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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 December 1, 2015, the
date on which the Acquiror's securityholding percentage reached
10.00%, for total consideration of CAD $10,879,998.
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Item 5 – 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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