Item 1 –

Security and Reporting Issuer

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.

Common shares of Conifex Timber Inc. (TSX:CFF)

Conifex Timber Inc. (the “Reporting Issuer“)
980 – 700 West Georgia Street
Vancouver, British Columbia
V7Y 1B6

State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Toronto Stock Exchange

Item 2 –

Identity of the Acquiror

State the name and address of the acquiror.

Princeton Holdings Limited (the “Acquiror“)
705 Fountain Street N.
PO BOX 1510
Cambridge, Ontario
N1R 5T2

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.

The Acquiror acquired its holdings in the common shares of the Reporting Issuer (the “Securities“) in a series of transactions over the past 19 months. On December 1, 2015, the Acquiror’s securityholding percentage increased above 10%. As of the date of this report, the Acquiror’s securityholding percentage is 10.73%.

Item 3 –

Interest in Securities of the Reporting Issuer

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.

This is an initial report of the Acquiror’s position of 2,269,300 Securities, representing a securityholding percentage of 10.73%. As of December 1, 2015, the Acquiror held 2,114,600 Securities, representing a securityholding percentage of 10.00%. Since that date, the Acquiror has acquired an additional 154,700 Securities, resulting in the current securityholding percentage reported on this report.

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.

The Acquiror acquired ownership of Securities.

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.

As of December 1, 2015, the Acquiror held 2,114,600 Securities, representing a securityholding percentage of 10.00%. Since that date, the Acquiror has acquired an additional 154,700 Securities representing a securityholding percentage of 10.73%.

State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities 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.

The Acquiror beneficially owns the Securities set forth above, but control and direction is held by the Investor’s discretionary investment manager, Cowan Asset Management Ltd.

Item 4 –

Consideration Paid

State the value, in Canadian dollars, of any consideration paid or received per security and in total.

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 the date on which the Acquiror’s securityholding percentage reached 10.00% (the “10% Date”), for total consideration of CAD $10,879,998. The Acquiror paid an average price of CAD $2.32 per Security for the 154,700 Securities purchased from the day after the 10% Date up until the date of this report, for total consideration of CAD $358,867.

Item 5 –

Purpose of the Transaction

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.