GreenFirst Announces Resumption of Trading

VANCOUVER, BC, April 20, 2021 /CNW/ - GreenFirst Forest Products Inc. (TSXV: GFP) ("GreenFirst") is pleased to announce that the trading of its common shares on the TSX Venture Exchange (the "TSXV") will resume before markets open on April 21, 2021.

Trading of GreenFirst's common shares on the TSXV was halted on April 12, 2021 in accordance with the policies of the TSXV following GreenFirst's announcement that it entered into a binding asset purchase agreement (the "Agreement") dated April 10, 2021 pursuant to which a wholly-owned subsidiary of GreenFirst (the "Purchaser") agreed to acquire (the "Acquisition") a portfolio of forest and paper product assets from Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc. (collectively, "RYAM"), each a subsidiary of Rayonier Advanced Materials Inc. (NYSE: RYAM).

Additional details regarding the Agreement and the transactions that GreenFirst expects to complete in connection with the Agreement are contained in GreenFirst's press release dated April 12, 2021 and in the Agreement itself which will be publicly filed by GreenFirst under its profile at www.sedar.com. Further details can be found in GreenFirst's investor presentation and the recording of GreenFirst's investor and analyst call which was held on April 12, 2021, both of which can be accessed through GreenFirst's website at www.gffp.ca/home/investors/presentations/. 

Upon the TSXV's further review of the Acquisition, the TSXV has now determined to treat the Acquisition as a Change of Business and not a Fundamental Acquisition as originally stated GreenFirst's April 12, 2021 press release. The TSXV has agreed to accept the prospectus (the "Prospectus") that will be prepared in connection with the previously disclosed rights offering as the "disclosure document" and GreenFirst expects to obtain the required shareholder approval by way of written consent. GreenFirst will apply to the TSXV for a waiver of the sponsorship requirement normally imposed in connection with a Change of Business transaction.

TSXV Disclosure

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Prospectus, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of GreenFirst should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

As set out in the April 12, 2021 press release, the purchase price being paid in connection with the Acquisition is expected to be approximately US$214 million (the "Purchase Price") which is payable approximately 85% in cash and approximately 15% in common shares in the capital of GreenFirst (each a "Common Share"). In addition, a chip offset credit note will be issued to RYAM by the Purchaser in the amount of C$7.9 million which may be set off against amounts owing to GreenFirst for chip purchases equally over the next five years. As previously disclosed, it is currently anticipated that following the closing of the Acquisition, RYAM will hold approximately 16.9% of the issued and outstanding Common Shares of GreenFirst, assuming the previously disclosed rights offering is fully subscribed, which is expected to be approximately 27 million Common Shares. As previously disclosed, RYAM is arm's length to GreenFirst and they share no common directors or officers and, to the knowledge of GreenFirst, no party that is non-arm's length to GreenFirst is an insider of RYAM or otherwise has any beneficial interest in the Acquisition. Shareholders are again referred to the presentation providing an overview of the Acquisition available here: www.gffp.ca/home/investors/presentations/.

About GreenFirst

GreenFirst is a forest-first business, focused on environmentally sustainable forest management and lumber production. We believe that sustainable forest planting and harvesting, coupled with the long-term green advantage of lumber, provide GreenFirst with significant cyclical and secular advantages in building products. GreenFirst's long-term pursuit is to be a global leader in environmentally sustainable lumber. For more information, please visit: www.gffp.ca.

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 in this news release include, but are not limited to statements regarding the expected timing for the lifting of the trading halt imposed on GreenFirst's Common Shares, the TSXV's approval of the Acquisition and related matters, the method and timing of shareholder approval, the filing of the Prospectus, the number of Common Shares issuable to RYAM, the size of the previously disclosed rights offering and the Purchase Price. 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 www.sedar.com. 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.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE GreenFirst Forest Product Inc.

For further information, please contact: Jonathan Lowenstein, [email protected], 647-969-3536.