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.
