Summary

• The Board of Directors of Canfor Pulp recommends that Shareholders vote FOR the Arrangement with Canfor Corporation.
• For questions or assistance in voting, Shareholders may contact Laurel Hill Advisory Group toll free in North America at 1-877-452-7184, at 1-416-304-0211 internationally, by texting “INFO” to either phone number, or by email at assistance@laurelhill.com.
• Shareholders are encouraged to vote their Common Shares well in advance of the proxy voting deadline, Wednesday, March 4, 2026, at 11:00 a.m. (Vancouver time).
  

VANCOUVER, British Columbia, Feb. 03, 2026 (GLOBE NEWSWIRE) -- Canfor Pulp Products Inc. (TSX: CFX) (“Canfor Pulp” or the “Company”) announced today that it has filed its management information circular (the “Circular”) and related materials for the special meeting (the “Company Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) in the capital of Canfor Pulp, in a virtual-only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1872 on March 6, 2026 at 11:00 a.m. (Vancouver time). The Circular and related materials have been filed on SEDAR+ and are available at www.sedarplus.ca.

At the Company Meeting, Shareholders will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated December 3, 2025 (the “Arrangement Agreement”), entered into between the Company and Canfor Corporation (“Canfor Corp” or the “Purchaser”), all as more particularly described in the Circular.

The Company also announced that on January 28, 2026, the Supreme Court of British Columbia granted an interim order in respect of the Arrangement, authorizing the calling and holding of the Company Meeting and certain other matters related to the Company Meeting. A copy of the interim order is included in the Circular.

Arrangement Details
Under the terms of the Arrangement Agreement, each Shareholder (other than those Shareholders who have duly and validly exercised and not withdrawn their dissent rights as described therein and the Purchaser or any of its affiliates) will have the option to receive, for all Common Shares held by such Shareholder immediately prior to the effective time of the Arrangement, either: (i) 0.0425 of a common share in the capital of the Purchaser (the “Share Consideration”) for all such Common Shares held or, (ii) $0.50 in cash for all such Common Shares held (the “Cash Consideration” and together with the Share Consideration, the “Consideration”).

If consummated, the Arrangement would result in the Company being an indirect wholly-owned subsidiary of the Purchaser.

Special Committee Recommendation
In connection with the evaluation of the Arrangement, the board of directors of the Company (the “Board”) formed a special committee of independent directors (the “Special Committee”), with independence determined in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

After careful consideration of the terms and conditions of the Arrangement, the Fairness Opinion and the Formal Valuation (each, as defined below), the advice of its financial and legal advisors and a number of other factors, the Special Committee unanimously determined that the proposed Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates). Accordingly, the Special Committee recommended that the Board approve the proposed Arrangement Agreement and recommend that Shareholders vote FOR the Arrangement Resolution.

Board Recommendation
After careful consideration of the terms and conditions of the Arrangement, the advice of its financial and legal advisors, the recommendations of the Special Committee and a number of other factors, the Board (subject to the Board recusals noted below) determined that the Arrangement is in the best interests of the Company and fair to Shareholders (other than the Purchaser and its affiliates). Accordingly, the Board approved the Arrangement and the Arrangement Agreement and recommends that Shareholders vote FOR the Arrangement Resolution.

The Hon. John Baird, Susan Yurkovich, Sandra Stuart and Dieter Jentsch, as members of the Board, recused themselves as Board members from such determination, approval and recommendation because each is also a director of Canfor Corp.

Reasons for the Recommendation
In reaching its conclusion that the Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates), the Special Committee considered a number of factors, including those listed below:

• Consideration Reflects a Premium to Market Price. The $0.50 per Common Share represents a premium of 25% to Canfor Pulp’s closing share price on December 2, 2025 on the Toronto Stock Exchange (“TSX”) and a premium of 38% based on the 10-day volume-weighted average share price of Canfor Pulp as of December 2, 2025 on the TSX.
• Certainty of Cash Consideration. The option to receive Cash Consideration for their Common Shares provides Shareholders with immediate and certain value.
• Value Proposition of Share Consideration. The Share Consideration being offered provides Shareholders the opportunity to participate in the combined business of the Company and the Purchaser (the “Combined Company”) after completion of the Arrangement. The value of the Combined Company after completion of the Arrangement may benefit from, among other things, expanded ability to access capital and operational cost synergies.
• Independent Valuation of Common Shares. The formal valuation of Stifel Nicolaus Canada Inc. (“Stifel”), as independent financial advisor and independent valuator to the Special Committee, provides that in Stifel’s opinion, as at December 3, 2025, subject to the scope of review, assumptions, limitations, restrictions and other qualifications set out therein, the fair market value of the Common Shares is in the range of $0.08 - $0.52 per Common Share (the “Formal Valuation”). The Consideration being offered, being $0.50 per Common Share, pursuant to the Arrangement is near the top of such fair market value range.
• Fairness Opinion. The fairness opinion of Stifel provides that, in Stifel’s opinion, subject to the assumptions and qualifications set out therein, the Consideration is fair, from a financial point of view, to the Shareholders (other than the Purchaser and its affiliates) (the “Fairness Opinion”).
• Support of Significant Shareholder. An existing Shareholder of the Company holding approximately 4.4% of the issued and outstanding Common Shares entered into a voting and support agreement with the Purchaser, pursuant to which, among other things, it has agreed to vote or cause to be voted all of the Common Shares held or controlled by it, or over which it has direction, in favour of the Arrangement Resolution.
• Review of Strategic Alternatives and Canfor Pulp’s Business, Financial Condition and Industry Risks. The Special Committee considered, with the assistance of its financial and legal advisors, in the context of: (i) current economic and market conditions, (ii) current and forecasted liquidity needs of Canfor Pulp and the ability of Canfor Pulp to obtain adequate financing sources, including in light of its current debt levels and compliance with the financial covenants in Canfor Pulp’s operating loan facility, (iii) significant uncertainty related to the business, operations, assets, financial condition, operating results and prospects of Canfor Pulp, including the challenges broadly affecting the pulp industry, (iv) the lack of strategic alternatives available to Canfor Pulp, (v) the significant uncertainty associated with realizing an alternative transaction with another party on more attractive terms and within reasonable time frames given the extensive review of strategic alternatives previously conducted, and in light of the continuing negative financial and market outlook, and (vi) the relative benefits and risks of the limited strategic alternatives reasonably available to Canfor Pulp, including remaining as an independent public company, and concluded that the Arrangement is the most favourable alternative for Canfor Pulp to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to Canfor Pulp, including maintaining the status quo and remaining as an independent public company.
• Increased Trading Liquidity. The Combined Company will have a broader shareholder base, expected increased trading liquidity and a larger public float than Canfor Pulp presently holds.
• Disinterested Shareholder Approval. The Arrangement is subject to minority shareholder approval, excluding the votes required to be excluded under MI 61-101.
• Go-Shop Period. The Arrangement Agreement included a go-shop period, during which Canfor Pulp was permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring Canfor Pulp. As announced by Canfor Pulp on January 20, 2026, during the go-shop period, which expired on January 19, 2026, Canfor Pulp did not receive any Acquisition Proposals (as defined in the Arrangement Agreement).
• Ability to Accept a Superior Proposal and Support by Canfor Corp. The Arrangement Agreement provides Canfor Pulp with a “fiduciary out” for any Superior Proposal (as defined in the Arrangement Agreement) received by Canfor Pulp. Canfor Corp will not have the right to match a Superior Proposal made by a third party. In the event a Superior Proposal is identified, Canfor Corp has agreed to use its commercially reasonable efforts, in good faith, to negotiate and enter into a customary voting support agreement with the acquirer with respect to such Superior Proposal (provided the special committee established by the board of directors of Canfor Corp (the “Canfor Corp Board ”) has recommended and the Canfor Corp Board have determined, such Superior Proposal is in the best interests of Canfor Corp).
• Low Termination Fee. If Canfor Pulp terminates the Arrangement Agreement to accept a Superior Proposal, a $500,000 termination fee is payable by Canfor Pulp to Canfor Corp.

Letter of Transmittal and Election Form
If you are a registered Shareholder, please also note that in order to make your election to receive either the Share Consideration or the Cash Consideration, you must submit the letter of transmittal and election form (the “Letter of Transmittal and Election Form”) accompanying the Circular by the deadline provided, being 4:00 p.m. (Vancouver time) on March 4, 2026, or, if the Company Meeting is postponed or adjourned, no later than two business days (excluding Saturdays, Sundays and statutory holidays in British Columbia) immediately preceding the time of the Company Meeting (as it may be adjourned or postponed from time to time). If an election is not made in accordance with the instructions in the Letter of Transmittal and Election Form, you will be deemed to have made an election to receive the Cash Consideration.

If your Common Shares are held through an intermediary or your Common Shares are not otherwise held in your name, you should follow the instructions provided by your intermediary to make your election. Your intermediary may require you to make your election at an earlier date and time.

Vote Requirements
To become effective, the Arrangement Resolution must be approved at the Company Meeting by at least: (i) 66⅔% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting on the basis of one vote per Common Share held; and (ii) a simple majority of votes cast by Shareholders at the Company Meeting, excluding any votes of the Purchaser and its affiliates and any other Shareholders whose votes are required to be excluded in accordance with MI 61-101.

Voting Agreement
An existing shareholder of Canfor Pulp, who holds approximately 4.4% of the issued and outstanding Canfor Pulp Shares, entered into an agreement with Canfor Corp to vote its Common Shares in favour of the Arrangement Resolution, subject to termination in the event that the Arrangement Agreement is terminated, including where a Superior Proposal (as defined in the Arrangement Agreement) is made by a third party and accepted by Canfor Pulp in accordance with the terms of the Arrangement Agreement.

Shareholders are urged to vote well in advance of the Company Meeting and, in any event, prior to the proxy voting deadline no later than 11:00 a.m. (Vancouver time) on March 4, 2026.

Shareholder Questions and Voting Assistance
Shareholders who have questions about the information contained in the Circular or require assistance with voting their Common Shares may contact the Company’s proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory Group
Toll free: 1-877-452-7184 (for Shareholders in North America)
International: 1-416-304-0211 (for Shareholders outside North America)
By texting “INFO” to either phone number listed above.
By email: assistance@laurelhill.com

About Canfor Pulp
Canfor Pulp is a leading global supplier of pulp and paper products with operations in the northern interior of British Columbia. Canfor Pulp operates two mills in Prince George, British Columbia, with a total capacity of 480,000 tonnes of Premium Reinforcing Northern Bleached Softwood Kraft pulp and 140,000 tonnes of kraft paper. The Common Shares are traded on the TSX under the symbol CFX. For more information visit canfor.com.

Forward-looking statements.
Certain statements in this press release constitute “forward-looking statements” which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. These forward-looking statements include, among others, statements relating to the anticipated benefits and other impacts of the Arrangement, Canfor Pulp’s business, financial condition and prospects, the required court, regulatory, Shareholder and other approvals, the anticipated date and time of the Company Meeting and the election deadline in respect of the Consideration, and the satisfaction or waiver of closing conditions for the Arrangement. Words such as “expects”, “anticipates”, “projects”, “intends”, “plans”, “will”, “believes”, “seeks”, “estimates”, “should”, “may”, “could”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and beliefs and actual events or results may differ materially.

Although Canfor Pulp believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from the expectations of the management of Canfor Pulp, respectively, and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Canfor Pulp’s control and the effects of which can be difficult to predict: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required court, Shareholder and regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to Canfor Pulp’s ability to retain and attract key personnel during the interim period; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates, commodity prices, tariffs, duties and import taxes; risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and other risks inherent to Canfor Pulp’s business and/or factors beyond its control which could have a material adverse effect on Canfor Pulp or the ability to consummate the Arrangement. With respect to the forward-looking statements contained in this news release, Canfor Pulp has made numerous assumptions regarding, among other things, the ability of Canfor Corp and Canfor Pulp to satisfy all of the closing conditions to complete the Arrangement and the non-occurrence of the risks and uncertainties that are described in the public filings of Canfor Pulp or other events occurring outside of its normal course of business.

Canfor Pulp cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause Canfor Pulp’s actual results to differ from current expectations, please refer to the “Risks and Uncertainties” section of Canfor Pulp’s Management’s Discussion & Analysis for the year ended December 31, 2024, as well as Canfor Pulp’s other public filings, available at sedarplus.ca and at canfor.com.

The forward-looking statements contained in this news release describe Canfor Pulp’s expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, Canfor Pulp does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.