State if the report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended.

This is an amended and restated report which amends information in an earlier report filed on July 29, 2016. As of the date of this report, the Acquiror (defined below) holds 2,552,300 common shares of the Reporting Issuer (defined below), representing a securityholding percentage of 12.07%.

Item 1 – Security and Reporting Issuer

1.1

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

1.2

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

2.1

State the name and address of the acquiror.

Cowan Asset Management Ltd. (the “Acquiror“)

10 King Street E., Suite 401

Toronto, Ontario

M5C 1C3

2.2

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 19 months, including the following transactions (each, a “Reportable Transaction” and collectively, the “Reportable Transactions“):

Date

Description

Defined term for this report

30 Oct 2015

Acquiror’s securityholding percentage increased above 10% to 10.02%.

First Reportable Transaction

29 June 2016

Acquiror’s securityholding percentage increased by over 2% to 12.07%.

Second Reportable Transaction

2.3

State the names of any joint actors.

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

See Item 3.4 for a description of the relationship between the Acquiror and Princeton.

Item 3 – Interest in Securities of the Reporting Issuer

3.1

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.

The following table sets out the number of securities acquired as of the date of the First Reportable Transaction and during each period beginning the day after a Reportable Transaction and ending on the date of the immediately subsequent Reportable Transaction between Reportable Transactions (each, a “Reporting Period“), and the change in securityholding percentage from the date of each Reportable Transaction until the end of the immediately subsequent Reporting Period:

Number of securities acquired

Change in
securityholding percentage

First Reportable
Transaction

2,118,500 Securities acquired until the date of the First Reportable Transaction (the “First Reporting Period“).

Initial reportable position

Second Reportable
Transaction

433,800 Securities acquired between the day after date of the First Reportable Transaction and the date of the Second Reportable Transaction (the “Second Reporting Period“).

2.05%

Details of each transaction in Securities conducted by the Acquiror for the account of Princeton and for the accounts of its other investment management clients from the date of the First Reportable Transaction to the date of this report are attached as Schedule A.

3.2

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 control and direction over Securities in each Reportable Transaction.

3.3

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.

The following table sets out the number of Securities held by the Acquiror and the Acquiror’s securityholding percentage as of the date of each Reportable Transaction:

As of Date

Number of Securities held

Securityholding percentage

First Reportable
Transaction

2,118,500 Securities

10.02%

Second Reportable
Transaction

2,552,300 Securities

12.07%

3.4

State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.3 over which the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

The Acquiror has control and direction over the Securities set forth in Item 3.3 above. Beneficial ownership of 2,269,300 Securities is held by Princeton, a discretionary investment management client of Cowan. The Acquiror is a wholly-owned subsidiary of Princeton, and therefore the Acquiror and Princeton are deemed to be joint actors.

Item 4 – Consideration Paid

4.1

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

The following table sets out the average price per Security, and the total consideration paid for all Securities acquired, during each Reporting Period:

Reporting Period

Average price per Security

Total consideration for all Securities acquired

First Reporting Period

CAD$5.33

CAD$11,290,761

Second Reporting Period

CAD$2.57

CAD$1,116,026

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.