VANCOUVER, BC, July 28, 2021 /CNW/ - On July 26, 2021 Larry G. Swets, Timber Country
Investment Corporation (Timber Country) and Rivett Capital
Syndicate Inc. (Rivett Capital and, together with
Larry G. Swets and Timber Country,
the Acquirors) transferred rights (each a Right)
issued by GreenFirst Forest Products Inc. (the Corporation)
pursuant to the Corporation's rights offering (the Rights
Offering) to Senvest Management, LLC (including its related
parties, Senvest) in accordance with the terms of the Rights
Offering whereby Senvest agreed to act as the standby purchaser for
the Rights Offering. As standby purchaser, Senvest agreed to
acquire a minimum of 41,846,667 Subscription Receipts (as defined
below) (the Minimum Purchase) and certain directors and
officers of the Corporation, including the Acquirors, committed to
transfer a portion of their Rights to Senvest for no consideration.
The transfer of Rights by the Acquirors to Senvest was completed to
ensure that Senvest would be able to acquire the Minimum Purchase.
Each Right is exercisable for one subscription receipt of the
Corporation (each, a Subscription Receipt). The Acquirors
disposed of ownership and control of the Rights and received no
consideration for the Rights transferred to Senvest. The Acquirors
also sold Rights through the facilities of the TSX Venture Exchange
(the TSXV). Prior to and following the sale of Rights and
the transfer of the Rights to Senvest, 37,221,959 common
shares in the capital of the Corporation (each, a Common
Share) were issued and outstanding.
On July 26, 2021, Larry G. Swets (306 N Maple St, Itasca, Illinois 60143) transferred ownership
and control over 11,109,007 Rights to Senvest to ensure that
Senvest would be able to acquire the Minimum Purchase. Prior to the
transfer of the Rights to Senvest, Larry G. Swets beneficially
owned or controlled 4,409,947 Common Shares (representing
approximately 11.85% of the outstanding Common Shares) and
13,229,841 Rights (representing approximately 34.96% of the
outstanding Common Shares on a partially diluted basis, assuming
only the exercise of the Rights held by Larry G. Swets). Following the transfer of the
Rights to Senvest, Larry G. Swets beneficially owned or
controlled 4,409,947 Common Shares (representing approximately
11.85% of the outstanding Common Shares) and 2,120,834 Rights
(representing approximately 16.60% of the outstanding Common Shares
on a partially diluted basis, assuming only the exercise of
the Rights held by Larry G.
Swets).
Between July 21, 2021 and
July 23, 2021, Timber Country (3000,
700 – 9th Avenue SW, Calgary,
Alberta T2P 3V4) sold 4,439,171 Rights through the
facilities of the TSXV at an average price of $0.119 for aggregate consideration of
approximately $529,000. On
July 26, 2021, Timber Country
transferred ownership and control over 15,368,830 Rights to Senvest
to ensure that Senvest would be able to acquire the Minimum
Purchase. Prior to the sale of Rights and the transfer of the
Rights to Senvest, Timber Country beneficially owned or controlled
6,602,667 Common Shares (representing approximately 17.74% of the
outstanding Common Shares), 19,808,001 Rights and 3,397,333 common
share purchase warrants (Warrants) (representing
approximately 49.33% of the outstanding Common Shares on a
partially diluted basis, assuming only the exercise of the Rights
and Warrants held by Timber Country). Following the sale of Rights
and the transfer of the Rights to Senvest, Timber Country
beneficially owned or controlled 6,602,667 Common Shares
(representing approximately 17.74% of the outstanding Common
Shares), nil Rights and 3,397,333 Warrants (representing
approximately 24.62% of the outstanding Common Shares on a
partially diluted basis, assuming only the exercise of the Rights
and Warrants held by Timber Country).
For the period ended July 26,
2021, Rivett Capital (1 Yonge
Street, 4th Floor, Toronto,
Ontario M5G 1E6) sold 1,439,170 Rights through the
facilities of the TSXV at an average price of $0.2016 for aggregate consideration of
approximately $290,000. On
July 26, 2021, Rivett Capital
transferred ownership and control over 15,368,830 Rights to Senvest
to ensure that Senvest would be able to acquire the Minimum
Purchase. Prior to the sale of Rights and the transfer of the
Rights to Senvest, Rivett Capital beneficially owned or controlled
5,602,667 Common Shares (representing approximately 15.05% of the
outstanding Common Shares), 16,808,000 Rights and 2,397,333
Warrants (representing approximately 43.96% of the outstanding
Common Shares on a partially diluted basis, assuming only the
exercise of the Rights and Warrants held by Rivett Capital).
Following the sale of Rights and transfer of the Rights to Senvest,
Rivett Capital beneficially owned or controlled 5,602,667 Common
Shares (representing approximately 15.05% of the outstanding Common
Shares), nil Rights and 2,397,333 Warrants (representing
approximately 20.19% of the outstanding Common Shares on a
partially diluted basis, assuming only the exercise of the Warrants
held by Rivett Capital).
The Rights were sold through the facilities of the TSXV for
portfolio rebalancing purposes. The Rights were transferred to
Senvest by the Acquirors to ensure that Senvest could acquire the
Minimum Purchase. The remaining securities held by the Acquirors
are held for investment purposes, and in the future, the Acquirors
may discuss with management and/or the board of directors of the
Corporation 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 Corporation, in such manner
as deemed advisable to benefit from changes in market prices of the
Corporation's securities, publicly disclosed changes in the
operations of the Corporation, its business strategy or prospects
or from a material transaction of the Corporation.
Early warning reports will be filed by each Acquiror in
accordance with applicable securities laws and will be available on
SEDAR at www.sedar.com or may be obtained directly from the
Corporation upon request at 847-791-6817 (Attention: Michael Liggett) or mailing the Corporation at
its head office: 1800 – 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.
SOURCE GreenFirst Forest Products Inc.