VANCOUVER, BC, June 25, 2021 /CNW/ - GreenFirst Forest Products
Inc. (TSXV: GFP) (GreenFirst or the Company)
announces that its shareholders overwhelmingly voted in favour of
amending the terms of its Convertible Debentures (as defined below)
at the special meeting of shareholders held on June 24, 2021 (the Meeting) to allow for
their early conversion. GreenFirst also announces that that the
Convertible Debentures were converted into Units (as defined below)
today, as set out greater detail below.
Meeting Results
At the Meeting, shareholders overwhelmingly approved the
resolution to amend the terms of the Company's outstanding
Convertible Debentures. 99.5% of the common shares of the Company
(Common Shares) represented at the Meeting voted in favour
of the resolution. A total of 18,277,960 Common Shares were
represented at the Meeting, either in person or by proxy,
representing 78.94% of GreenFirst's issued and outstanding Common
Shares. At the Meeting, Common Shares held by (i) Timber Country
Investment Corporation (Timber Country), a corporation
controlled by Rick Doman, a director
of GreenFirst; (ii) Rivett Capital Syndicate Inc. (Rivett
Capital), a corporation controlled by Paul Rivett, a director of GreenFirst; (iii) any
of their respective related parties, associates or affiliates, and
(iv) any joint actors of the foregoing were excluded for the
purposes of voting on the resolution.
Amendments to Convertible Debentures
At the Meeting, the shareholders approved certain amendments to
the convertible debentures issued by the Company on October 22, 2020 (the Convertible
Debentures). The amendments permitted the Convertible
Debentures to be immediately converted into Units at the option of
the holders. The amendments did not impact the conversion price or
other terms of the Convertible Debentures. Further details of the
amendments can be found in the Company's management information
circular dated May 20, 2021 which can
be found under the Company's profile on www.sedar.com.
Conversion of the Convertible Debentures
Following the amendments to the Convertible Debentures, each of
the holders elected to convert the principal amount of their
respective Convertible Debentures into units (the Units) at
a conversion price of $0.50 per Unit.
Each Unit is comprised of one Common Share and one Common Share
purchase warrant (a Warrant) having an exercise price of
$0.60 and an expiry date that is five
years after the date of issuance of the Convertible Debenture. As a
result, there are currently no Convertible Debentures outstanding
and GreenFirst issued a total of 8,000,000 Common Shares and
8,000,000 Warrants to the holders of the Convertible Debentures.
The accrued but unpaid interest on the Convertible Debentures will
be paid to the holders thereof in cash.
Further details on the amendments to and conversion of the
Convertible Debentures will be included in a material change report
to be filed by the Company. The material change report will be
filed less than 21 days before the amendments to the Convertible
Debentures became effective because there are less than 21 days
between the date of shareholder approval of the amendments to the
Convertible Debentures and the effective date thereof.
Early Warning Reports
In connection with the conversion of the Convertible Debentures:
(i) Mr. Rivett, through Rivett Capital (1 Yonge Street, 4th Floor, Toronto, Ontario, M5G 1E6), converted all of
his Convertible Debentures, having a principal amount of
$1,600,000, into 3,200,000 Common
Shares and 3,200,000 Warrants; and (ii) Mr. Doman, through Timber
Country (3000, 700 - 9th Avenue SW
Calgary, Alberta, T2P 3V4), converted all of his Convertible
Debentures, having a principal amount of $2,000,000, into 4,000,000 Common Shares and
4,000,000 Warrants. The amendments to and conversion of the
Convertible Debentures constitutes a change in a material fact
contained in the early warning reports of Messrs. Rivett and Doman
dated October 23, 2020.
Prior to the conversion of the Convertible Debentures: (i) Mr.
Rivett beneficially owned or controlled 880,000 Common Shares,
representing approximately 3.4% of the outstanding Common Share and
800,000 Warrants; and (ii) Mr. Doman beneficially owned or
controlled 1,080,000 Common Shares, representing approximately 4.2%
of the outstanding Common Shares and1,000,000 Warrants.
Following the conversion of the Convertible Debentures,
34,016,626 Common Shares were outstanding, of which: (i) Mr. Rivett
has acquired, and has ownership and control over, 4,080,000 Common
Shares, representing approximately 12.0% of the outstanding Common
Shares (or 8,080,000 Common Shares, representing approximately
18.8% of the outstanding Common Shares on a partially diluted
basis, assuming only the exercise of the Warrants held by him); and
(ii) Mr. Doman has acquired, and has ownership and control over,
5,080,000 Common Shares (or 10,080,000 Common Shares, representing
approximately 23.4% of the outstanding Common Shares on a partially
diluted basis, assuming only the exercise of the Warrants held by
him).
The Convertible Debentures were converted by Messrs. Rivett and
Doman, in each case, for investment purposes, and in the future,
each of Messrs. Rivett and Doman may discuss with management and/or
the board of directors of the Company any of the transactions
listed in clauses (a) to (k) of Item 5 of Form F1 of National
Instrument 62-103 – The Early Warning System and Related
Take-over Bid and Insider Reporting Issues and may further
purchase, hold, vote, trade, dispose or otherwise deal in the
securities of the Company, in such manner as deemed advisable to
benefit from changes in market prices of the Company's securities,
publicly disclosed changes in the operations of the Company, its
business strategy or prospects or from a material transaction of
the Company.
Early warning reports will be filed by each of Messrs. Rivett
and Doman in accordance with applicable securities laws and will be
available on SEDAR at www.sedar.com or may be obtained directly
from GreenFirst upon request at 847-791-6817 (Attention:
Michael Liggett) or by mailing the
Company at its head office: GreenFirst Forest Products Inc., 1800 –
510 West Georgia Street, Vancouver,
British Columbia, V6B 0M3.
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 with respect to the
Convertible Debentures, including the anticipated shareholding of
Messrs. Rivett and Doman and related filings.
Forward-looking statements are based on assumptions, including
expectations and assumptions concerning: interest and foreign
exchange rates; capital efficiencies, the lumber industry (and its
growth and growth rates) in North
America, and the Company's future plans and ability to
complete future investments. While the Company considers these
assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned
not to place undue reliance on forward-looking statements. In
addition, forward-looking statements necessarily involve known and
unknown risks, including, without limitation, risks associated with
general economic conditions; adverse industry events; future
legislative, tax and regulatory developments. Readers are cautioned
that the foregoing list is not exhaustive and other risks are set
out in the Company's public disclosure record filed under the
Company's 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. The Company 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.