CANFOR

NOTICE OF SPECIAL MEETING OF

SHAREHOLDERS OF CANFOR PULP PRODUCTS INC.

to be held on March 6, 2026 at 11:00 a.m. (Vancouver time)

and

MANAGEMENT INFORMATION CIRCULAR

Dated January 28, 2026

The Board of Directors Canfor Pulp Products Inc.
recommends that shareholders vote FOR the Arrangement Resolution.

VOTE YOUR SHARES TODAY

Your vote is important regardless of the number of shares you own. Whether or not you are able to attend, we urge you to vote.

These materials are important and require your immediate attention. They require shareholders of Canfor Pulp Products Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors.

If you have any questions or require assistance, please contact Laurel Hill Advisory Group, the proxy solicitation agent for Canfor Pulp Products Inc at 1-877-452-7184 toll free in North America or 416-304-0211 (outside North America); by texting "INFO" to either phone number listed above; or by e-mail at: [email protected]

No securities regulatory authority or stock exchange in Canada, the United States or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities being offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offense to claim otherwise.

CANFOR

101-161 East 4th Ave., Vancouver, British Columbia, V5T 1G4, Canada

LETTER TO SHAREHOLDERS

January 28, 2026

Dear Shareholders:

The board of directors (the "Board") of Canfor Pulp Products Inc. ("Canfor Pulp" or the "Company") invites you to attend the special meeting (the "Company Meeting") of the holders of common shares in the capital of the Company (the "Common Shares") to be held 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 Arrangement

As set out in the attached notice of meeting, holders of Common Shares (each, a "Shareholder") will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve a proposed arrangement (the "Arrangement"), in accordance with the terms of an arrangement agreement (the "Arrangement Agreement") entered into between the Company and Canfor Corporation ("Canfor Corp" or the "Purchaser") on December 3, 2025, pursuant to which the Purchaser agreed to acquire all of the issued and outstanding Common Shares that it and its affiliates do not already own by way of a statutory plan of arrangement (the "Plan of Arrangement") pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia).

Under the terms of the Arrangement Agreement, each Shareholder (other than those Shareholders who have duly and validly exercised their dissent rights as described herein and the Purchaser or any of its affiliates) will have the option to receive for each Common Share held immediately prior to the Effective Time (as defined herein), (i) 0.0425 of a common share in the capital of the Purchaser (the "Share Consideration") or, (ii) $0.50 in cash (the "Cash Consideration" and together with the Share Consideration, the "Consideration"). For avoidance of doubt, a Shareholder entitled to make an election as to the form of Consideration to be received under the Arrangement may either make: (i) the Cash Election in respect of all Common Shares held by such Shareholder, or (ii) the Share Election in respect of all of the Common Shares held by such Shareholder.

The Consideration represents a premium of 38% based on the 10-day volume weighted average price of Common Shares on the Toronto Stock Exchange ("TSX") as at December 2, 2025, being the last trading day before the announcement of the Arrangement, and a premium of 25% to the closing price of the Common Shares on the TSX on December 2, 2025.

Approval 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 Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The completion of the Arrangement is also conditional upon and subject to customary closing conditions, including, but not limited to, the receipt of all requisite regulatory and court approvals.

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

Voting Agreement

An existing shareholder of the Company, representing approximately 4.4% of the issued and outstanding Common Shares as at the record date, being the close of business on January 20, 2026, has 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.

Fairness Opinion and Formal Valuation

Prior to entering into the Arrangement Agreement, the Board established a special committee, comprised of independent directors of the Company, Norm Mayr (Chair) and Craig Armstrong, each of whom is independent for the purposes of MI 61-101 (the "Special Committee"), to consider the Arrangement, as well as to consider potential strategic alternatives to the Arrangement, to supervise the preparation of the Formal Valuation (as defined below) and the Fairness Opinion (as defined below), to directly conduct the negotiation and/or supervise the negotiation of the Arrangement Agreement and to, among other things, report and make recommendations to the Board with respect to the Arrangement.

Stifel Nicolaus Canada Inc. ("Stifel") was retained by the Company to provide the Special Committee with a formal valuation of the Common Shares in accordance with the requirements of MI 61-101 (the "Formal Valuation") and to deliver an opinion as to the fairness, from a financial point of view, of the Consideration (the "Fairness Opinion") to the Shareholders (other than the Purchaser and its affiliates). On December 3, 2025, Stifel delivered the Formal Valuation and the Fairness Opinion to the Special Committee. The Formal Valuation contained Stifel's opinion that, 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 was in the range of $0.08 per Common Share to $0.52 per Common Share. The Consideration being offered, being $0.50 per Common Share, pursuant to the Arrangement is near the top of such fair market value range. The Fairness Opinion also contained Stifel's opinion that, as at December 3, 2025, and 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). Full copies of the Fairness Opinion and the Formal Valuation are included as Appendix "E" and Appendix "F", respectively, to the management information circular accompanying this letter (the "Circular"). Shareholders are urged to read the Fairness Opinion and the Formal Valuation in their entirety.

Recommendation of the Special Committee

After careful consideration of the terms and conditions of the Arrangement, the Fairness Opinion and the Formal Valuation, 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.

Recommendation of the Board

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.

Voting Your Eligible Securities

The Board wishes to convey the importance of the Company Meeting. Your vote is very important regardless of the number of Common Shares you own. Regardless of whether you attend the Company Meeting, you are urged to vote

in advance electronically by following the instructions set out in the form of proxy or voting instruction form, as applicable, and in the enclosed Circular. To be effective, completed forms of proxy must be received by the Company's registrar and transfer agent, TSX Trust Company, (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, no later than 11:00 a.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 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 vote your Common Shares.

Letter of Transmittal and Election Form

If you are a registered Shareholder, please also note that in order to make your election to receive the Share Consideration or the Cash Consideration, you must submit the enclosed letter of transmittal and election form (the "Letter of Transmittal and Election Form") 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) (the "Election Deadline"). Please refer to the enclosed Circular and the Letter of Transmittal and Election Form. 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 you have any questions regarding the submission of your proxy or voting instruction form or if you require additional copies of the attached Circular, please contact Laurel Hill Advisory Group at 1-877-452-7184 toll free in North America or 416-304-0211 (outside North America); by texting "INFO" to either phone number listed above; or by e-mail at: [email protected].

On behalf of the Company, we would like to thank Shareholders for their continued support, and we look forward to receiving your endorsement for this transaction at the Company Meeting.

Yours very truly,

(signed) "Norm Mayr"

Norm Mayr

Director and Chair of the Special Committee

Canfor Pulp Products Inc.

CANFOR

101-161 East 4th Ave., Vancouver, British Columbia, V5T 1G4, Canada

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that a special meeting (the "Company Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") in the capital of CANFOR PULP PRODUCTS INC. (the "Company") will be held in a virtual-only format conducted via live audio webcast online on March 6, 2026 at 11:00 a.m. (Vancouver time) for the following purpose:

pursuant to an interim order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") dated January 28, 2026, as the same may be amended, modified or varied, for Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" of the accompanying management information circular (the "Circular"), approving a statutory plan of arrangement (the "Plan of Arrangement") involving the Company and Canfor Corporation, pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA") (the "Arrangement"), all as more particularly described in the Circular; and
to transact such other business as may be brought before the Company Meeting or any adjournments or postponements thereof.

The board of directors of the Company recommends that Shareholders vote FOR the Arrangement Resolution.

Accompanying this Notice of Special Meeting of Shareholders (the "Notice") is the Circular. The record date for the determination of those Shareholders entitled to receive the Notice and to vote at the Company Meeting is the close of business on January 20, 2026 (the "Record Date").

The Company Meeting is currently scheduled to take place in a virtual-only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1872. As such, registered holders of Common Shares ("Registered Shareholders") will not be able to attend the Company Meeting in person and the Company strongly encourages all Registered Shareholders who wish to attend and participate in the Company Meeting to carefully follow the procedures described in the accompanying Circular to ensure they can attend and participate in the Company Meeting virtually.

Shareholders who are unable to be present virtually at the Company Meeting must follow the instructions on the form of proxy or voting instruction form, as applicable. To be effective, completed forms of proxy must be received by the Company's registrar and transfer agent, TSX Trust Company ("TSX Trust"), (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, no later than 11:00 a.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).

Time is of the essence. It is recommended that you vote by internet, email or fax to ensure that your vote is received before the Company Meeting. To cast your vote by internet, email or fax please have your form of proxy in hand and carefully follow the instructions contained therein. Your internet, email or fax vote authorizes the named proxies to vote your Common Shares in the same manner as if you mark, sign and return your form of proxy. If you vote by internet, email or fax your vote must be received on or before 11:00 a.m. (Vancouver time) on March 4, 2026.

A Registered Shareholder has the right to appoint a person (who need not be a Shareholder) as its nominee to virtually attend and act for such Registered Shareholder and on his, her or its behalf at the Company Meeting other than the Management Representatives designated in the enclosed form of proxy (the "Appointee"). Such right may be exercised by the Registered Shareholder by inserting in the blank space provided for that purpose, the full name of the Appointee and striking out the names of the persons now designated, and delivering the completed

and executed form of proxy to the Company's transfer agent and registrar, TSX Trust, (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, no later than two business days (excluding Saturdays, Sundays and statutory holidays in British Columbia) before the time fixed for the Company Meeting or any adjournment or postponement thereof.

Shareholders who wish to appoint a person other than the director or senior officer of the Company identified in the form of proxy or voting instruction form ("VIF") (including a non-registered Shareholder ("Non-Registered Shareholder") who wishes to appoint themselves as proxyholder to attend and vote at the virtual Company Meeting) must carefully follow the instructions in this Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with the Company's transfer agent, TSX Trust, after submitting the form of proxy or VIF, by calling TSX Trust at 1 (866) 751-6315 (within North America) or 1 (416) 682-3860 (outside of North America) or by completing an electronic form at https://www.tsxtrust.com/control-number-request by no later than 11:00 a.m. (Pacific Time) on March 5, 2026.

Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the virtual Company Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will be able to attend and listen to the virtual Company Meeting as a guest but will not be able to vote, ask questions or otherwise participate in any discussions at the virtual Company Meeting.

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

Registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid (subject to applicable withholdings) the fair value of their dissenting shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court. A Registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must (i) send to the Company a written notice of dissent to the Arrangement Resolution, which written notice of dissent must be received by the Company c/o Osler, Hoskin & Harcourt LLP, Suite 3000 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8, Attention: Teresa Tomchak, by no later than 4:00 p.m. (Vancouver time) on March 4, 2026 or by 4:00 p.m. (Vancouver time) on the second business day immediately preceding the date that any adjourned or postponed Company Meeting is reconvened, and (ii) otherwise strictly comply with the dissent procedures set forth in "The Arrangement - Dissenting Shareholders' Rights" in the Circular. The text of Section 242(1)(a) of the BCBCA, which will be relevant in any dissent proceeding, is set forth in Appendix "I" to the Circular. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of any right of dissent.

Shareholders who would like additional copies of the attached Circular or have additional questions or require assistance, please contact Laurel Hill Advisory Group, our proxy solicitation agent, 1-877-452-7184 toll free in North America or 416-304-0211 (outside North America); by texting "INFO" to either phone number listed above; or by e-mail at: [email protected].

DATED at Vancouver, British Columbia, this 28th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Norm Mayr"

Norm Mayr

Director and Chair of the Special Committee

Canfor Pulp Products Inc.

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FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

The following are some questions that you, as a Shareholder, may have relating to the Arrangement and the Company Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Arrangement or the Company Meeting and are qualified in their entirety by the more detailed information contained elsewhere in, or incorporated by reference into, the accompanying management information circular dated January 28, 2026 (the "Circular"). You are urged to read the Circular in its entirety before making a decision related to your Common Shares. All capitalized terms used in these questions and answers have the meanings ascribed to them in the "Glossary of Terms" of the Circular. The following contains forward-looking information. Readers are cautioned that actual results may vary. For further details, see "Forward-Looking Statements" in the Circular.

QUESTIONS RELATING TO THE ARRANGEMENT

Q: Why did I receive this Circular?

A: This Circular is intended to provide Shareholders with sufficient information to permit a reasoned judgment about the Arrangement, including but not limited to a description of the background to the Arrangement, the process undertaken by the Special Committee and the Board, the Formal Valuation, the Fairness Opinion, and the interests of certain persons in the Arrangement.

Q: What am I voting on?

A: Shareholders are being asked to consider and, if deemed advisable, to vote FOR the Arrangement Resolution approving the Arrangement which, among other things, and if all other conditions are satisfied or waived, will result in the acquisition by the Purchaser of all of the outstanding Common Shares other than the Common Shares already owned by the Purchaser and its affiliates.

Q: What will the Shareholders receive in the Arrangement?

A: Shareholders (other than Dissenting Shareholders and the Purchaser and its affiliates) will be entitled to elect to receive either the Share Consideration which is equal to 0.0425 of a Purchaser Share in exchange for each Common Share held immediately prior to the Effective Time (such election being a "Share Election") or the Cash Consideration, which is equal to $0.50 per Common Share held immediately prior to the Effective Time (such election being a "Cash Election"). For avoidance of doubt, a Shareholder entitled to make an election as to the form of Consideration to be received under the Arrangement may either make: (i) the Cash Election in respect of all Common Shares held by such Shareholder, or (ii) the Share Election in respect of all of the Common Shares held by such Shareholder. Any Shareholder, other than the Purchaser and its affiliates, who: (i) does not make a valid Cash Election or Share Election by submitting the enclosed Letter of Transmittal and Election Form prior to 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) (the "Election Deadline") or (ii) exercises Dissent Rights but, for any reason, is not ultimately determined to be entitled to be paid the fair value of his, her or its Common Shares, shall, in each case, be deemed to have made a Cash Election to receive only the Cash Consideration. For further information, please see "The Arrangement – Exchange of Shares" in this Circular.

Only Registered Shareholders are required to submit a Letter of Transmittal and Election Form. A Non-Registered Shareholder holding Common Shares through an Intermediary should contact that Intermediary for instructions and carefully follow any instructions provided by such Intermediary, which may require an election in respect of the Consideration by an earlier date and time.

Q: When can I expect to receive the Consideration?

Registered Shareholders

Registered Shareholders will receive their Consideration as soon as practical after the Effective Date. Assuming due delivery of the required documentation, including the applicable certificate(s) or DRS Advice(s) representing Common Shares and a duly and properly completed Letter of Transmittal and Election Form together with any such additional documents and instruments as the Depositary may reasonably require, the Purchaser will cause the Depositary to forward, in the case of Share Elections, the certificate(s) or DRS Advice(s) representing Purchaser Shares, as applicable, and in the case of Cash Elections, a cheque or wire transfer representing the Cash Consideration, in accordance with the instructions provided by each Registered Shareholder.

The method used to deliver the Letter of Transmittal and Election Form and any accompanying certificate(s) or DRS Advice(s) representing Common Shares is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received. The safest way to deliver the necessary documentation to the Depositary is by hand delivery at its office(s) specified on the last page of the Letter of Transmittal and Election Form and obtaining a receipt. Otherwise, the use of registered mail or courier with return receipt requested, properly insured, is recommended.

Shareholders who do not deliver their certificate(s) or DRS Advice(s) representing Common Shares and all other required documents to the Depositary on or before the sixth anniversary of the Effective Date will lose their right to receive the Consideration for their Common Shares. See “The Arrangement – Exchange of Shares – Extinction of Rights” in this Circular for more information.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “The Arrangement – Exchange of Shares” in this Circular.

Non-Registered Shareholders

If you are a non-registered Shareholder (“Non-Registered Shareholder”) and hold your Common Shares through an Intermediary, then you should contact your Intermediary for information on making a Share Election or Cash Election. The Consideration you are entitled to receive will be delivered to your Intermediary through procedures in place for such purposes between TSX Trust or similar entities and such Intermediaries. A Non-Registered Shareholder whose Common Shares are held through an Intermediary and are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Common Shares and should carefully follow any instructions provided by such Intermediary, which may require an election by an earlier date and time.

Q: What is the recommendation of the Board?

A: Prior to entering into the Arrangement Agreement, the Board established a special committee, comprised of independent directors of the Company, Norm Mayr (Chair) and Craig Armstrong, each of whom is independent for the purposes of MI 61-101 (the “Special Committee”), to consider the Arrangement, as well as to consider potential strategic alternatives to the Arrangement, to supervise the preparation of the Formal Valuation and the Fairness Opinion, to directly conduct the negotiation and/or supervise the negotiation of the Arrangement Agreement and to, among other things, report and make recommendations to the Board with respect to the Arrangement.

-iv-

The Board and Special Committee have determined that the Arrangement is in the best interests of Canfor and fair to the Shareholders (other than the Purchaser and its affiliates). For a more detailed description of the various factors that the Board and Special Committee considered and relied upon and for further information on the reasons for the recommendations, please see "The Arrangement – Reasons for the Recommendations" in this Circular.

Q: Who intends to support the Arrangement Resolution?

A: An existing Supporting Shareholder, representing approximately 4.4% of the issued and outstanding Common Shares as at the Record Date, has entered into a Voting Agreement with the Purchaser, pursuant to which, among other things, the Supporting Shareholder has agreed to vote or cause to be voted all Common Shares held or controlled by it, or over which it has direction, in favour of the Arrangement Resolution.

For more information, please see "The Arrangement – Voting Agreement" in this Circular.

Q: What vote is required at the Company Meeting to approve the Arrangement Resolution?

A: In order 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.

Q: In addition to the approval of Shareholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court and the TSX.

On January 23, 2026, the Company received the conditional approval of the TSX for (i) the Arrangement, subject to filing certain documents following the closing of the Arrangement, and (ii) delisting of the Common Shares following completion of the Arrangement, subject to the satisfaction of customary delisting requirements of the TSX.

On January 23, 2026, the Purchaser received the conditional approval of the TSX for the Arrangement, as well as listing of the Consideration Shares (if any) after completion of the Arrangement, subject to filing certain documents following the closing of the Arrangement.

See "The Arrangement – Court Approval of the Arrangement" and "The Arrangement – Regulatory and Securities Law Matters" in this Circular.

Q: What if Shareholders do not approve the Arrangement Resolution?

A: If the Arrangement Resolution is not approved by the Shareholders, the Arrangement will not be completed. Either the Company or the Purchaser may terminate the Arrangement Agreement if the Required Shareholder Approval is not obtained by the Outside Date. If the Arrangement Agreement is terminated because the Company accepts a Superior Proposal, the Company will be required to pay the Purchaser the Termination Fee in the amount of $500,000. For more information, please see "The Arrangement Agreement – Conditions to the Arrangement Becoming Effective" and "The Arrangement Agreement – Termination of Arrangement Agreement" in this Circular.

-v-

Q: What if the Court does not approve the Arrangement?

A: If the approval of the Court is not obtained prior to the Outside Date, the Arrangement will not be completed, even if Shareholders approve the Arrangement Resolution. For more information, please see “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in this Circular.

Q: Does any Person have any interests in the Arrangement that are different from, or in addition to, those of the Shareholders?

A: In considering the Board Recommendation, you should be aware that certain Persons have certain interests in the Arrangement that are different from, or in addition to, the interests of Shareholders generally. See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement. If the Required Shareholder Approval is obtained at the Company Meeting, and the approval of the Court and the TSX are obtained, the Effective Date is expected to occur in the first quarter of 2026. On the Effective Date, the Company and the Purchaser will publicly announce that the conditions have been satisfied or waived and that the Arrangement has been completed.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. You should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the level of Shareholder approval required for the Arrangement Resolution; (ii) the Purchaser Shares (if any) issued in connection with the Arrangement may have a market value different than expected; (iii) the market price of the Common Shares and Purchaser Shares may be materially adversely affected in certain circumstances; (iv) there are risks related to the integration of existing businesses of the Company and the Purchaser; (v) the Company is restricted from taking certain actions while the Arrangement is pending; (vi) the completion of the Arrangement is uncertain and the Company will incur costs and may have to pay the Termination Fee in certain circumstances if the Arrangement is not completed; (vii) the Arrangement may divert the attention of the Company’s management; (viii) the completion of the Arrangement is subject to conditions precedent; (ix) the Arrangement Agreement may be terminated in certain circumstances; (x) directors and senior officers of the Company have interests in the Arrangement that may be different from those of Shareholders generally; (xi) the Company and the Purchaser may be the targets of legal claims, securities class action, derivative lawsuits and other claims; and (xii) Dissent Rights may result in the Arrangement not being completed.

See “Risk Factors”, “Information Concerning the Purchaser” and “Information Concerning the Combined Company” in this Circular.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain material Canadian income tax consequences of the Arrangement, as may be applicable to certain Shareholders, see “Certain Federal Income Tax Considerations” in this Circular. Such summary is not intended to be legal or tax advice to any particular Shareholder. Shareholders (including Non-Registered Shareholders) should consult their own tax and investment advisors with respect to their particular circumstances.

QUESTIONS RELATING TO THE MEETING

Q: When and where is the Company Meeting?

A: The Company Meeting will take place 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).

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Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of the Company. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Company Meeting will be made primarily by mail, and may be supplemented by telephone and other means of contact. The Company has also retained Laurel Hill Advisory Group to assist the Company in solicitation of proxies from the Shareholders and to provide additional services, including, but not limited to, comprehensive shareholder identification and analysis and strategic insight on shareholder communication strategies.

Q: Who can attend and vote at the Company Meeting and what is the quorum for the Company Meeting?

A: Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Company Meeting and vote in real time, provided they are connected to the internet and follow the instructions in this Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will be able to attend and listen to the virtual Company Meeting as a guest but will not be able to vote, ask questions or otherwise participate in any discussions at the virtual Company Meeting.

Shareholders who wish to appoint a person other than the Management Representatives identified in the form of proxy or VIF (including a Non-Registered Shareholder who wishes to appoint themselves as proxyholder to attend and vote at the virtual Company Meeting) must carefully follow the instructions in this Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust, after submitting the form of proxy or VIF, by calling TSX Trust at 1 (866) 751-6315 (within North America) or 1 (416) 682-3860 (outside of North America) or by completing an electronic form at https://www.tsxtrust.com/control-number-request by no later than 11:00 a.m. (Pacific Time) on March 5, 2026.

Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the virtual Company Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will not be able to vote at the virtual Company Meeting but will be able to listen as a guest only.

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Company Meeting is one or more person or persons who represent(s) by proxy, Shareholders who, in the aggregate, hold at least 5% of the Common Shares entitled to be voted at the Company Meeting.

Q: How do I vote?

A: You have two ways to vote your Common Shares:

By submitting your proxy or VIF as per instructions indicated; or
During the Company Meeting by online ballot through the live webcast platform at https://virtual-meetings.tsxtrust.com/1872.

Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) that attend the Company Meeting online will be able to vote by completing a ballot online during the Company Meeting through the live webcast platform.

Guests (including Non-Registered Shareholders who have not duly appointed themselves as proxyholder) can log into the Company Meeting as set out below. Guests will be able to listen to the Company Meeting but will not be able to vote during the Company Meeting.

Step 1: Log in online at https://virtual-meetings.tsxtrust.com/1872.

Step 2: Follow these instructions:

Registered Shareholders: Click “I have a control number/Meeting Access Number” and then enter your control number and password: “canforpulp2026” (case sensitive). The control number is located on the form of proxy accompanying this Circular. If you use your control number to log in to the virtual Company Meeting, any vote you cast at the virtual Company Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the virtual Company Meeting.
Duly appointed proxyholders: Click “I have a control number/Meeting Access Number” and then enter your control number and password: “canforpulp2026” (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust as described in this Circular will receive a control number by email from TSX Trust after the proxy voting deadline has passed.
Guests: Click “Guest” and then complete the online form.

It is your responsibility to ensure internet connectivity for the duration of the virtual Company Meeting and you should allow ample time to log in to the Company Meeting online before it begins.

For more information, please see “How do I appoint a third party as my proxyholder?” below.

Q: How do I participate in and ask questions at the Company Meeting?

A: Registered Shareholders and proxyholders (including Non-Registered Shareholders who have duly appointed themselves as a proxyholder) who attend the Company Meeting virtually and have properly followed the instructions in this Circular to participate and vote virtually at the Company Meeting will have an opportunity to participate in discussions and ask questions at the Company Meeting during any discussion or question period.

During the Company Meeting, if a Shareholder or proxyholder wishes to engage in a discussion or ask a question, they should select the “Ask a Question” icon and type the comment or question within the chat box on the messaging screen and click the “Ask Now” button to submit the comment or question to the Chair of the Company Meeting. Comments and questions can be submitted at any time during any discussion or question period during the Company Meeting up until the Chair of the Company Meeting closes such discussion or question period.

Should a Shareholder or proxyholder wish to submit a question to be addressed at the Company Meeting, they can also submit questions in advance of the Company Meeting to [email protected] and under subject type “Canfor Pulp Special Meeting Questions”.

Regardless of whether comments or questions are submitted during the Company Meeting or in advance as set out above, all submitted comments and questions may be reviewed by the Company through the TSX Trust virtual meeting platform before being sent to the Chair of the Company Meeting. It is anticipated that Shareholders will have substantially the same, if not the same, level of opportunity to engage in discussions and ask questions on matters of business before the Company Meeting as in past years when meetings of Shareholders were held in person, provided that such Shareholders have properly followed the instructions in this Circular to participate in the virtual Company Meeting and remain connected to the internet at all relevant times. In the event that there is insufficient time during the Company Meeting for the Company to address all properly submitted questions, Shareholders or proxyholders whose questions were not addressed during the Company Meeting are encouraged to contact the Company at [email protected].

Q: How do I appoint a third party as my proxyholder?

A: A Registered Shareholder has the right to appoint a person (who need not be a Shareholder) as its nominee to virtually attend and act for such Registered Shareholder and on his, her or its behalf at the Company Meeting other than the Management Representatives designated in the enclosed form of proxy (the “Appointee”). Such right may be exercised by the Registered Shareholder by inserting in the blank space provided for that purpose, the full name of the Appointee and striking out the names of the persons now designated, delivering the completed and executed form of proxy to the Company’s transfer agent and registrar, TSX Trust, (i) by mail

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addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, no later than two business days (excluding Saturdays, Sundays and statutory holidays in British Columbia) before the time fixed for the Company Meeting or any adjournment or postponement thereof.

Non-Registered Shareholders and proxyholders must also obtain a control number to vote during the virtual Company Meeting. You must complete the additional step of registering the proxyholder by calling TSX Trust at 1 (866) 751-6315 (within North America) or 1 (416) 682-3860 (outside of North America) or by completing an electronic form at https://www.tsxtrust.com/control-number-request by no later than 11:00 a.m. (Pacific Time) on March 5, 2026.

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

Q: When is the cut-off time for delivery of proxies?

A: To be effective, TSX Trust must receive your completed proxy form (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, no later than 11:00 a.m. (Vancouver time) on March 4, 2026.

If the Company Meeting is postponed or adjourned, TSX Trust must receive your completed form of proxy not less than two Business Days before the time of the postponed or adjourned Company Meeting. Online, email and fax votes must also be submitted not less than two Business Days before the time of the postponed or adjourned Company Meeting. The Chair of the Company Meeting, in his or her sole discretion, may accept late proxies or waive the deadline for accepting proxies, with or without notice.

A Non-Registered Shareholder exercising voting rights through an Intermediary should consult the VIF from such Non-Registered Shareholder's Intermediary as the Intermediary may have earlier deadlines.

Q: Am I entitled to Dissent Rights with respect to the Arrangement Resolution?

A: Only Registered Shareholders have a right to dissent in respect of the Arrangement Resolution. If you are a Beneficial Shareholder and wish to exercise Dissent Rights, you must make arrangements with your Intermediary in order for the Registered Shareholder of your Common Shares to do so. If you are a Registered Shareholder who duly and validly exercises Dissent Rights in accordance with Dissent Procedures with respect to the Arrangement Resolution and the Arrangement Resolution is approved, you will be entitled to be paid (subject to applicable withholdings) the fair value of each Dissenting Share owned by you, calculated as of the close of business on the day before the Arrangement Resolution was adopted. This amount may be the same as, more than, or less than the value of the Consideration per Common Share that will be paid under the Arrangement.

If you wish to dissent, you must (i) ensure that a written notice of dissent is received by the Company c/o Osler, Hoskin & Harcourt LLP, Suite 3000 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8, Attention: Teresa Tomchak, not later than 4:00 p.m. (Vancouver time) on March 4, 2026 (or by 4:00 p.m. (Vancouver time) on the second Business Day immediately preceding the date that any adjourned or postponed Company Meeting is

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reconvened), and (ii) otherwise strictly comply with the Dissent Procedures, as described under “The Arrangement–Dissenting Shareholders’ Rights”.

It is recommended that you read the section entitled “The Arrangement – Dissenting Shareholders’ Rights” and seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the Dissent Procedures may result in the loss of any right of dissent.

Q: How can I revoke my proxy?

A: A Registered Shareholder who has given a proxy has the power to revoke it by a signed instrument in writing in the manner provided in the articles of the Company (the “Articles”) or in any other manner provided by law any time before it is exercised. The Articles provide that the revocation must be executed, where the Registered Shareholder is an individual, by the Registered Shareholder or his/her legal representative or trustee in bankruptcy, or where the Registered Shareholder is a corporation, by the corporation or a duly authorized representative of the corporation and may be delivered to the registered office of the Company at any time up to and including the last business day preceding the Company Meeting or to the Chair of the Company Meeting before any vote with respect to which the proxy has been given has been taken at the Company Meeting. Registered Shareholders should note that if they participate and vote on any matter at the virtual Company Meeting, they will revoke any previously submitted proxy. Non-Registered Shareholders should follow instructions provided to them by their Intermediary with respect to their VIF.

Q: Who to Call with Questions

A: Shareholders with questions regarding the voting or proxy process, the virtual meeting platform or requiring assistance accessing the Company Meeting website for the Company Meeting should refer to the virtual meeting guide accompanying the Company Meeting materials, the TSX Trust’s frequently asked questions website at https://www.tsxtrust.com/vagm-faq.

If you have any questions about this Circular or the matters described in this Circular, please contact Laurel Hill Advisory Group or your professional advisor. Shareholders who would like additional copies, without charge, of this Circular or have additional questions about the procedures for voting Common Shares, should contact their broker or Laurel Hill Advisory Group at:

Toll-Free Number or Text: 1-877-452-7184
Outside North America Call Collect or Text: 416-304-0211
By E-mail: [email protected]

If you have any questions or require any assistance with completing your Letter of Transmittal or Election Form, please contact the Depositary by telephone at 1-800-387-0825 (Canada and the United States) or 416-682-3860 (International) or by email at [email protected].

GLOSSARY OF TERMS...1
PURPOSE OF THE MEETING...12
DATE, TIME AND PLACE OF THE MEETING...12
INFORMATION CONTAINED IN THIS CIRCULAR...12
FORWARD-LOOKING STATEMENTS...12
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA...14
PERSONS OR COMPANIES MAKING THE SOLICITATION...14
GENERAL PROXY INFORMATION...14
Record Date...14
Appointment of Proxyholder and Revocation of Proxies...14
Voting of Shares and Exercise of Discretion By Proxyholder...15
Voting By Registered and Non-Registered Shareholders at the Virtual Company Meeting...15
How to Participate In and Ask Questions at the Company Meeting...18
Voting Process and Meeting Technical Assistance...19
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF...19
SUMMARY...20
THE ARRANGEMENT...33
Background to the Arrangement...33
Recommendation of the Special Committee...38
Recommendation of the Board...38
Reasons for the Recommendations...38
Fairness Opinion and Formal Valuation...41
Voting Agreement...44
Plan of Arrangement...46
Effect of the Arrangement...47
Effective Date of the Arrangement...47
Exchange of Shares...48
Effects of the Arrangement on Shareholders’ Rights...51
Interests of Certain Persons in the Arrangement...51
Required Shareholder Approval of the Arrangement...52
Court Approval of the Arrangement...53
Dissenting Shareholders’ Rights...54
Stock Exchange Delisting and Reporting Issuer Status...57
Regulatory and Securities Law Matters...57
THE ARRANGEMENT AGREEMENT...60
Effective Date of the Arrangement...60
Representations and Warranties...61
Covenants...61
Conditions to the Arrangement Becoming Effective...69

Termination of Arrangement Agreement 71

Expenses 73

Amendments 73

RISK FACTORS 74

Risks Associated with the Arrangement 74

INFORMATION CONCERNING THE COMPANY 77

Description of Capital Structure 77

Market Price and Trading Volume Data 77

Ownership of Securities of Canfor Pulp 78

Commitments to Acquire Securities of Canfor Pulp 78

Material Changes in the Affairs of Canfor Pulp 78

Previous Purchases and Sales 78

Previous Distributions of Common Shares 78

Dividends 78

Expenses 79

Auditor, Transfer Agent and Registrar 79

Statement of Rights 79

INFORMATION CONCERNING THE PURCHASER 79

INFORMATION CONCERNING THE COMBINED COMPANY 79

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 79

Currency Conversion 80

Holders Resident in Canada 80

Holders Not Resident in Canada 83

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 85

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 85

OTHER MATTERS 86

APPROVAL OF THE BOARD OF DIRECTORS 87

CONSENT OF STIFEL NICOLAUS CANADA INC. 88

Appendix "A" ARRANGEMENT RESOLUTION A-1

Appendix "B" PLAN OF ARRANGEMENT B-1

Appendix "C" INTERIM ORDER C-1

Appendix "D" NOTICE OF HEARING OF PETITION D-1

Appendix "E" FAIRNESS OPINION E-1

Appendix "F" FORMAL VALUATION F-1

Appendix "G" INFORMATION CONCERNING THE PURCHASER G-1

Appendix "H" INFORMATION CONCERNING THE COMBINED COMPANY H-1

Appendix "I" DISSENT PROVISIONS OF THE BCBCA I-1

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

"July 2025 Engagement Letter" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)";

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser or any affiliate of the Purchaser) after the date of the Arrangement Agreement relating to any (i) direct or indirect sale or disposition (or any licence, lease, long-term supply agreement or other arrangement having the same economic effect as a sale), in a single transaction or a series of related transactions, of assets (including voting or equity securities of the Company's Subsidiaries) representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue, of the Company, (ii) direct or indirect takeover bid, tender offer, exchange offer, issuance of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Company or any of its Subsidiaries, where such Subsidiaries, individually or in the aggregate, contribute 20% or more of the consolidated revenues, or represent 20% or more of the consolidated assets, of the Company, (iii) plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding up or similar transaction involving the Company, or any of its Subsidiaries, where such Subsidiaries, individually or in the aggregate, contribute 20% or more of the consolidated revenues, or represent 20% or more of the consolidated assets, of the Company, or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries;

"Action" means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit, contractual dispute resolution process or other proceeding (whether civil, administrative, contractual, quasi-criminal or criminal) before any Governmental Entity against or involving such Person or its business or affecting its assets;

"affiliate" or "affiliates" has the meaning specified in National Instrument 45-106 - Prospectus Exemptions;

"allowable capital loss" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Losses";

"Appointee" means a person (who need not be a Shareholder) appointed by a Shareholder to attend and act for such Shareholder and on his, her or its behalf at the Company Meeting other than the Management Representatives designated in the enclosed proxy;

"Arrangement" means an arrangement under section 288 of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Agreement" means the Arrangement Agreement dated December 3, 2025, between the Company and the Purchaser, including the schedules attached thereto, the Purchaser Disclosure Letter and the Company Disclosure Letter, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting substantially in the form and content set out in Appendix "A" attached hereto, and any amendments or variations thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Articles" means the articles of the Company;

"Authorization" means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person;

"BCBCA" means the Business Corporations Act (British Columbia) and the regulations made thereunder, as promulgated or amended from time to time;

"Beneficial Shareholder" means a person who holds Common Shares through an Intermediary or who otherwise holds Common Shares not registered in the person's name;

"Board" means the board of directors of the Company, as constituted from time to time;

"Board Recommendation" means the statement that the Board, after receiving financial and legal advice and the recommendation of the Special Committee, has determined that the Arrangement is fair to Shareholders (other than the Purchaser and its affiliates) and that the Arrangement is in the best interests of the Company and that the Board recommends that the Shareholders vote in favour of the Arrangement Resolution;

"Breaching Party" has the meaning ascribed thereto in "The Arrangement Agreement – Covenants – Miscellaneous Covenants";

"Broadridge" means Broadridge Investor Communications Corporation;

"Business Day" means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia;

"Canada-U.S. Tax Treaty" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations";

"Canadian Securities Laws" means (a) the Securities Act and the applicable securities Laws of each other province of Canada, including the rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, and (b) the rules and regulations of the Exchange;

"Canfor Corp Board" means the board of directors of the Purchaser;

"Canfor Corp Special Committee" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Introduction";

"Cash Consideration" means $0.50 in cash for each Common Share not already owned by the Purchaser, subject to adjustment under Section 2.11 of the Arrangement Agreement, to be received by Shareholders (other than the Purchaser) pursuant to the Plan of Arrangement;

"Cash Electing Shareholder" means a Shareholder (other than the Purchaser and its affiliates) that has validly elected or has been deemed to have elected to receive Cash Consideration in accordance with the Plan of Arrangement;

"Cash Election" has the meaning ascribed thereto in "Summary";

"CFP" means Canadian Forest Products Ltd.;

"Circular" means the management information circular of the Company dated January 28, 2026;

"Combined Company" means the Purchaser after completion of the Arrangement, whereby the Company is an indirect wholly owned subsidiary of the Purchaser as the parent company;

"Common Shares" or "Canfor Pulp Shares" means the common shares in the capital of the Company;

"Company" or "Canfor Pulp" means Canfor Pulp Products Inc., a company existing under the BCBCA;

"Company Disclosure Letter" means the disclosure letter executed by the Company and delivered to the Purchaser concurrently with the execution of the Arrangement Agreement;

"Company Filings" has the meaning ascribed thereto in "The Arrangement Agreement";

"Company Fundamental Representations" means the representations and warranties of the Company set forth in paragraphs (b), (c), (d) and (f) of Schedule C of the Arrangement Agreement;

"Company Material Adverse Effect" means a Material Adverse Effect with respect to the Company;

"Company Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

"Comparable Trading Analysis" has the meaning ascribed thereto in "The Arrangement – Formal Valuation and Fairness Opinion – Approach to Value";

"Company TSX Approval" means the approval by the Exchange of the Arrangement and delisting of the Common Shares from the Exchange, subject only to customary conditions;

"Competing Proposal" means, other than the Arrangement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons other than Purchaser (or one or more of its affiliates), relating to: (i) any direct or indirect sale, disposition, alliance or joint venture of assets (including securities of any subsidiary of Canfor Pulp) of Canfor Pulp or any of its subsidiaries (or any lease, license or other arrangement having the same economic effect as a sale or disposition) representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue, of Canfor Pulp and its subsidiaries taken as whole (in each case based on the consolidated financial statements of Canfor Pulp most recently filed on SEDAR+ prior to such offer, proposal or inquiry); (ii) any direct or indirect purchase or acquisition by any such Person or group of Persons, or any Person acting jointly or in concert with any such Person or group of Persons within the meaning of applicable Canadian securities laws, of Common Shares (including securities convertible into or exercisable or exchangeable for Common Shares) representing, when taken together with the Common Shares (including securities convertible into or exercisable or exchangeable for Common Shares) held by any such Person or group of Persons and any Person acting jointly or in concert with such Person or group of Persons, 20% or more of the Common Shares or 20% or more of any class of voting or equity securities of any subsidiary of Canfor Pulp (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exercisable or exchangeable for Common Shares or such other voting or equity securities), or 20% or more of the voting or equity securities of the surviving entity or the resulting direct or indirect parent of Canfor Pulp or the surviving entity; or (iii) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the Arrangement (in either case of (i), (ii) or (iii), whether by way of take-over bid, tender offer, exchange offer, treasury issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or any other transaction involving Canfor Pulp or any of its subsidiaries that would have the same effect as the foregoing, and whether in a single transaction or a series of related transactions); provided that (x) the Canfor Pulp shall have first entered into a definitive agreement in respect of such offer, proposal or inquiry, or (y) a takeover bid shall have first been made by an offeror in respect of such offer, proposal or inquiry;

"Confidentiality Agreement" means the mutual non-disclosure agreement dated December 3, 2024 between the Company and the Purchaser;

"Consideration" means the Cash Consideration or the Share Consideration to be received by Shareholders (other than the Purchaser and its affiliates) pursuant to the Plan of Arrangement;

"Consideration Shares" means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement;

"Constating Documents" means with respect to any Person, the certificate and the articles of incorporation, amalgamation or continuation, as applicable, by-laws, articles of organization, notice of articles, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, unanimous shareholder agreement or declaration or other similar governing documents of such Person;

"Contract" means any agreement, commitment, engagement, contract, franchise, licence, lease, joint venture, obligation or undertaking to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

"Controlling Individual" has the meaning ascribed thereto in “Certain Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

"Court" means the Supreme Court of British Columbia;

"CRA" means the Canada Revenue Agency;

"DCF Analysis" has the meaning ascribed thereto in “The Arrangement – Formal Valuation and Fairness Opinion – Approach to Value”;

"Depository" means TSX Trust or any trust company, bank or financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, receiving a Letter of Transmittal and Election Form as defined in the Plan of Arrangement and distributing the Consideration to Shareholders in accordance with the Plan of Arrangement;

"Directors" means the directors of the Company;

"Dissent Procedures" means the procedures set forth in Sections 237 and 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court;

"Dissent Rights" means the right of dissent exercisable by Registered Shareholders as of the deadline for exercising such dissent rights in respect of the Arrangement under Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Final Order, the Plan of Arrangement and any other order of the Court;

"Dissenting Non-Resident Holder" has the meaning ascribed thereto in “Certain Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”;

"Dissenting Resident Holder" has the meaning ascribed thereto in “Certain Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders”;

"Dissenting Shareholder" means a Registered Shareholder as of the deadline for exercising such dissent rights who has validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such holder in strict compliance with the terms of the Dissent Rights;

"Dissenting Shares" means the Common Shares held by Dissenting Shareholders in respect of which such Dissenting Shareholders have given Notice of Dissent;

"DRS Advice" means the direct registration system advice held by a Shareholder representing such Shareholder’s Common Shares;

"Effective Date" means the date upon which the Company and the Purchaser agree in writing as the date upon which the Arrangement becomes effective, or in the absence of such agreement, four (4) Business Days following the satisfaction or waiver of all of conditions to completion of the Arrangement as set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist);

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as the Company and the Purchaser may agree upon in writing before the Effective Date;

"Election Deadline" means 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);

"Excluded Shareholders" has the meaning ascribed thereto in "The Arrangement - Required Shareholder Approval of the Arrangement – Minority Approval Requirements";

"Expiry Time" has the meaning ascribed thereto in "The Arrangement – Voting Agreements – Covenants of the Supporting Shareholder";

"Fairness Opinion" means the opinion of Stifel to the Special Committee to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration is fair, from a financial point of view, to the Shareholders (other than the Purchaser and its affiliates), a copy of which is attached as Appendix "E" hereto;

"Final Order" means the final order of the Court pursuant to section 291 of the BCBCA approving the Arrangement, as such order may be amended by the Court (with the prior written consent of the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is satisfactory to each of the Company and the Purchaser, acting reasonably) on appeal;

"First Canfor Corp Proposal" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to First Canfor Corp Proposal (October 2024 – January 2025)";

"Formal Valuation" means the formal valuation prepared by Stifel in accordance with the requirements of MI 61-101, a copy of which is attached as Appendix "F" hereto;

"Former Shareholder" means a Shareholder (other than the Purchaser and its affiliates) immediately prior to the Effective Time;

"Go-Shop Expiry Time" shall initially be 11:59 p.m. (Vancouver time) on January 19, 2026;

"Go-Shop Period" means the period commencing immediately following the execution of the Arrangement Agreement and ending at the Go-Shop Expiry Time;

"Governmental Entity" means (i) any international, multinational, supranational, national, federal, provincial, state, regional, municipal, local or other government, governmental, quasi-governmental, administrative body, authority or public department with competent jurisdiction exercising legislative, judicial, regulatory or administrative functions of or pertaining to international, multinational, supranational, national, federal, provincial, state, regional, municipal, local or other government, including any central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor-in-council, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the Exchange;

"Holder" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations";

"IFRS" means the international financial reporting standards issued by the International Accounting Standards Board that are applicable to public issuers in Canada;

"Interested Parties" has the meaning ascribed thereto in "The Arrangement – Formal Valuation and Fairness Opinion – Independence of Stifel";

"Indigenous Group" means any Indian band, first nation, Métis community or aboriginal group, tribal council, band council or other aboriginal organization in Canada;

"Intercontinental Mill Assets" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)";

"Interim Order" means the interim order of the Court dated January 28, 2026 as the same may be amended, modified or varied;

"Intermediary" means, collectively, a broker, investment dealer, bank, trust company, nominee or other intermediary;

"Laurel Hill" means the proxy solicitor, Laurel Hill Advisory Group;

"Laws" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended;

"Lawson" means Lawson Lundell LLP;

"Letter of Transmittal and Election Form" means the letter of transmittal and election form sent to Shareholders for use in connection with the Arrangement;

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

"Management Representatives" has the meaning ascribed thereto in "General Proxy Information – Appointment of Proxyholder and Revocation of Proxies";

"Material Adverse Effect" means in relation to a Party, any change, development, effect, event, circumstance, fact or occurrence that, individually or in the aggregate with other such changes, developments, effects, events, circumstances, facts or occurrences, is or would reasonably be expected to be material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (including any contingent liabilities), operations or results of operations of such Party and its Subsidiaries, taken as a whole, except any change, development, effect, event, circumstance, fact or occurrence resulting from or relating to:

(a) the negotiation, execution, announcement, performance or pendency of the Arrangement Agreement or the transactions contemplated hereby including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of such Party or its Subsidiaries with its or their current or prospective employees, customers, shareholders, distributors, suppliers, partners and other Persons with which they have business relations;

(b) global, national or regional political conditions or general economic, business or regulatory conditions;

(c) the commencement or continuation of any war, armed hostilities or acts of terrorism, or strikes, lockouts, protests, riots or facility takeover for emergency purposes;

(d) the state of national or global financial, credit, currency exchange, securities or commodity markets (other than those in item (e) below) or interest rates;

(e) the state of national or global lumber and pulp markets;

(f) any adoption, proposed implementation or change in IFRS or the interpretation thereof;

(g) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity (including the imposition or adjustment or other changes in respect of tariffs, duties and other import taxes in Canada, the United States or elsewhere);
(h) any natural disaster or pandemic;
(i) any change in currency exchange, interest or inflation rates;
(j) any change generally affecting the industries in which such Party and its Subsidiaries conduct their businesses;
(k) any action or inaction taken by such Party or any of its Subsidiaries that is required or permitted pursuant to the Arrangement Agreement (excluding any obligation to act in the Ordinary Course) or that is taken with the prior written consent of the Company, in the case of any actions or inactions of the Purchaser, or that is taken with the prior written consent of the Purchaser, in the case of any actions or inactions of the Company;
(l) any change in the trading price or in the trading volume of the equity securities of such Party (it being understood that the causes underlying such change in trading price or trading volume (other than those in items (a) through (k) above, inclusive) may be taken into account in determining whether a Material Adverse Effect has occurred);
(m) the failure of such Party to achieve any internal or public projections, forecast or estimates of revenue, earnings or other financial or production metrics before, on or after the date of the Arrangement Agreement (it being understood that the causes underlies such failure (other than those in items (a) through (k) above, inclusive) may be taken into account in determining whether a Material Adverse Effect has occurred); or
(n) any matter disclosed in Section 1.01 of the Company Disclosure Letter or the Purchaser Disclosure Letter, as applicable;

provided, however, that with respect to clauses (b), (d), (e) and (g), such change, development, effect, event, circumstance, fact or occurrence does not have a materially disproportionate effect on such Party and its Subsidiaries, taken as a whole, relative to other companies operating in the industry in which such Party and/or its Subsidiaries operate;

“MD&A” means the Management’s Discussion and Analysis of the Company;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“MLI” has the meaning ascribed thereto in “Certain Federal Income Tax Considerations”;

“Minority Shareholders” means Shareholders whose votes may be included in the determination of “minority approval” of the Arrangement Resolution for the purposes of MI 61-101, being all Shareholders other than the Excluded Shareholders;

“NBSK” has the meaning ascribed thereto in “The Arrangement – Background to the Arrangement – Canfor Pulp’s Operating Context”;

“NOBOs” has the meaning ascribed thereto in “General Proxy Information – Voting By Registered and Non-Registered Shareholders at the Virtual Company Meeting – Who is a Non-Registered Shareholder”;

“Non-Registered Shareholder” has the meaning ascribed thereto in “Frequently Asked Questions About the Arrangement and the Meeting – Questions Relating to the Arrangement”;

"Non-Resident Holder" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations – Holders Not Resident in Canada";

"Notice" means the Notice of Special Meeting of Shareholders attached to the Circular;

"Notice of Dissent" has the meaning ascribed thereto in "The Arrangement – Dissenting Shareholders’ Rights";

"Notice of Hearing of Petition" means the Notice of Hearing of Petition attached hereto as Appendix "D";

"Notice Shares" has the meaning ascribed thereto in "The Arrangement – Dissenting Shareholders’ Rights";

"November 2024 Engagement Letter" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to First Canfor Corp Proposal (October 2024 – January 2025)";

"OBOs" has the meaning ascribed thereto in "General Proxy Information – Voting By Registered and Non-Registered Shareholders at the Virtual Company Meeting – Who is a Non-Registered Shareholder";

"officer" has the meaning specified in the Securities Act;

"Ordinary Course" means, with respect to an action taken by a Party or any of its Subsidiaries, that such action is consistent with the past practices of such Party or any of its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of such Party and/or its Subsidiaries, including actions taken in accordance with a budget approved by its board of directors;

"Osler" means Osler, Hoskin & Harcourt LLP;

"Outside Date" means March 31, 2026 or such later date as may be agreed to in writing by the Parties;

"Parties" means the Company and the Purchaser and "Party" means any one of them;

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), Indigenous Group, syndicate or other entity, whether or not having legal status;

"Plan of Arrangement" means the plan of arrangement substantially in the form and content set out in Schedule "A" of the Arrangement Agreement, as amended, modified or supplemented from time to time in accordance with Article 4 of the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably, a copy of which is attached as Appendix "B" hereto;

"Precedent Transactions Analysis" has the meaning ascribed thereto in "The Arrangement – Formal Valuation and Fairness Opinion – Approach to Value";

"Proposed Amendments" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations";

"Proposed Third Party Acquirer" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Initial Processes Undertaken to Assess Strategic Alternatives, including the Sale of Canfor Pulp";

"Proposed First Purchase Price" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to First Canfor Corp Proposal (October 2024 – January 2025)";

"Proposed Second Purchase Price" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)";

"Purchaser" or "Canfor Corp" means Canfor Corporation, a corporation existing under the BCBCA;

"Purchaser Disclosure Letter" means the disclosure letter executed by the Purchaser and delivered to the Company on December 3, 2025 in connection with the execution of the Arrangement Agreement;

"Purchaser Filings" has the meaning ascribed thereto in "The Arrangement Agreement";

"Purchaser Fundamental Representations" means the representations and warranties of the Purchaser set forth in paragraphs (a), (b), (c), (e) and (f) of Schedule D of the Arrangement Agreement;

"Purchaser Shares" or "Canfor Corp Shares" means common shares in the capital of the Purchaser;

"Purchaser TSX Approval" means the approval by the Exchange of the listing on the Exchange of any Purchaser Shares issuable pursuant to the Plan of Arrangement as part of any Share Consideration, subject only to customary conditions;

"Purchaser's DSU Plan" means the non-employee director DSU plan of the Purchaser instituted effective as of January 1, 2002;

"Record Date" has the meaning ascribed thereto in "Record Date";

"Registered Plan" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment";

"Registered Shareholder" means a registered holder of Common Shares as recorded in the shareholder register of the Company;

"Representatives" means any officer, director, employee or representative (including any financial or other adviser or agent);

"Resident Holder" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations – Holders Resident in Canada";

"Required Regulatory Approvals" means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by applicable Law or a Governmental Entity, in each case in connection with the Arrangement including, without limitation, the approval of the TSX;

"Required Shareholder Approval" means the requisite approval for the Arrangement Resolution being the affirmative vote of at least:

(a) 66 2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Company Meeting; and

(b) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares required to be excluded pursuant to MI 61-101;

"Second Canfor Corp Proposal" has the meaning ascribed thereto in "The Arrangement – Background to the Arrangement – Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)";

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof;

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder;

"Securities Authorities" means the British Columbia Securities Commission and the applicable securities commissions or securities regulatory authorities of the other provinces of Canada;

"SEDAR+" means the System for Electronic Data Analysis Retrieval +;

"Share Consideration" means 0.0425 of a Purchaser Share for each Common Share, subject to adjustment under Section 2.11 of the Arrangement Agreement, to be received by Shareholders (other than the Purchaser and its affiliates) pursuant to the Plan of Arrangement;

"Share Electing Shareholder" means a Shareholder (other than the Purchaser and its affiliates) that has validly elected to receive Share Consideration in accordance with the Plan of Arrangement;

"Share Election" has the meaning ascribed thereto in "Summary";

"Shareholders" means the registered or beneficial holders of the Common Shares, as the context requires;

"Special Committee" means the committee of the Board, comprised of Norm Mayr (Chair) and Craig Armstrong, each of whom is independent for the purposes of MI 61-101;

"Stifel" means Stifel Nicolaus Canada Inc.;

"Stifel Engagement Agreement" has the meaning ascribed thereto in "The Arrangement – Fairness Opinion and Formal Valuation – Engagement of Stifel";

"Subject Securities" has the meaning ascribed thereto in "The Arrangement – Voting Agreement – Covenants of the Supporting Shareholder";

"Subsidiary" means a subsidiary of a Party within the meaning of National Instrument 45-106 - Prospectus Exemptions as in effect on the date of the Arrangement Agreement, provided that, in the case of the Purchaser, the Company and its Subsidiaries will be deemed to be excluded from the definition of "Subsidiary" as it relates to the Purchaser for the purposes of the Arrangement Agreement and the Arrangement;

"Superior Proposal" means any bona fide written Acquisition Proposal from a Person who is an arm's length third party to acquire not less than all of the outstanding Common Shares or all or substantially all of the assets of the Company on a consolidated basis that: (a) in respect of which the Board determines, in its good faith judgement, after receiving advice from its financial advisors and its outside counsel, is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; (b) is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith (after receipt of advice from its financial advisors and its outside counsel) that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (c) is not subject to any due diligence and/or access condition; and (d) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal, that: (1) the failure to recommend such Acquisition Proposal to the Shareholders would be inconsistent with its fiduciary duties under Law; and (2) such Acquisition Proposal would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders (other than the Purchaser and its affiliates) than the Arrangement;

"Superior Proposal Notice" has the meaning ascribed thereto in "The Arrangement Agreement – Covenants – Covenants Regarding Non-Solicitation";

"Supporting Shareholder" means a certain significant shareholder of the Company;

"Voting Agreement" means the voting agreement entered into by the Purchaser with the Supporting Shareholder on December 3, 2025;

"Tax" or "Taxes" means all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, pension plan premiums for government administered pension plans; excise, severance, social security premiums, workers' compensation premiums, unemployment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, royalties, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Act" means Income Tax Act (Canada) and the regulations thereunder, each as amended;

"taxable capital gain" has the meaning ascribed thereto in "Certain Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Losses";

"Terminating Party" has the meaning ascribed thereto in "The Arrangement Agreement – Covenants – Miscellaneous Covenants";

"Termination Fee" means $500,000;

"Termination Notice" has the meaning ascribed thereto in "The Arrangement Agreement – Covenants – Miscellaneous Covenants";

"TSX" or "Exchange" means the Toronto Stock Exchange;

"TSX Trust" means the TSX Trust Company, the transfer agent of the Company;

"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended;

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended;

"U.S. Shareholders" have the meaning ascribed thereto in "The Arrangement – Regulatory and Securities Law Matters – United States Securities Law Matters"; and

"VIF" means a voting instruction form.

CANFOR

MANAGEMENT INFORMATION CIRCULAR

Containing information as of January 28, 2026

PURPOSE OF THE MEETING

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Canfor Pulp Products Inc. (the “Company”) for use at the special meeting (the “Company Meeting”) of the holders (the “Shareholders”) of common shares in the capital of the Company (the “Common Shares”) for the purposes set forth in the accompanying Notice of Special Meeting (the “Notice”) and at any adjournments thereof.

DATE, TIME AND PLACE OF THE MEETING

The Company Meeting will be held 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). As such, Shareholders will not be able to attend the Company Meeting in person and the Company strongly encourages all Shareholders who wish to attend and participate in the Company Meeting to carefully follow the procedures described in this Circular to ensure they can attend and participate in the Company Meeting virtually.

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as at January 28, 2026, except as otherwise indicated. No person has been authorized to give information or to make any representations in connection with the Arrangement other than those contained or incorporated by reference in this Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the Arrangement Resolution or be considered to have been authorized by the Company or the Purchaser. This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. The information concerning the Purchaser contained in this Circular has been provided by the Purchaser for inclusion in this Circular. Although the Company has no knowledge that would indicate that any statements contained herein taken from information provided by the Purchaser are untrue or incomplete, the Company assumes no responsibility for the accuracy of such information or for any failure by the Purchaser to disclose events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. The Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith. This Circular and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of this transaction, the securities being offered pursuant to such transactions or the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is a criminal offence. All dollar amounts set forth in this Circular are in Canadian dollars, except where otherwise indicated.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Circular may constitute forward-looking information, under the meaning of applicable securities laws, which are based on the opinions, estimates and assumptions of the Company's and the Purchaser's management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Forward-looking information may include views related to the proposed Arrangement, the anticipated benefits of the Arrangement, the completion of the Arrangement and other expectations of the Company and the Purchaser and are often, but not always, identified by the use of words such as "believe", "could", "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could",

"might", "should", and similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: the Arrangement and the completion thereof; covenants of the Company and the Purchaser in relation to the Arrangement; the timing for the implementation of the Arrangement; the anticipated benefits and other potential impacts of the Arrangement; the principal steps of the Arrangement; the process and timing of delivery of the Consideration to Shareholders following the Effective Time; the receipt of the Court, regulatory and Shareholder approval; the anticipated tax treatment of the Arrangement for Shareholders; the statements made in, and based upon the Fairness Opinion and the Formal Valuation; statements relating to the business, financials, condition and prospects of the Company, the Purchaser and the Combined Company after the date of this Circular and prior to, and after, the Effective Time, including in the event the Arrangement is not completed; delisting of the Common Shares from the TSX; ceasing of reporting issuer status of the Company; the listing of the Consideration Shares (if any) on the TSX; the availability of the Section 3(a)(10) Exemption for any securities issuable pursuant to the Arrangement; the liquidity of the Purchaser Shares following the Effective Time; the market price of Purchaser Shares; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned future acquisitions (other than the Arrangement); and other events or conditions that may occur in the future or future plans, projects, objectives, estimates and forecasts, and the timing related thereto.

Such statements reflect the Company's and the Purchaser's current views with respect to future events and are based on information currently available to the Company and the Purchaser and are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the Company's and the Purchaser's actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Such assumptions include, but are not limited to: (i) the ability of the Parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court and Shareholder approval; (ii) the listing of the Consideration Shares (if any) on the TSX; (iii) the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; (iv) the Company's and the Purchaser's ability to obtain all necessary permits, licenses and regulatory approvals for operations in a timely manner; (v) the adequacy of the financial resources of the Company and the Purchaser; (vi) favourable equity and debt capital markets; (vii) stability in financial capital markets; and (viii) other expectations and assumptions which management of the Company and the Purchaser believe are appropriate and reasonable. The anticipated dates indicated may change for a number of reasons, including the inability to secure the necessary regulatory and Court approval, and the Required Shareholder Approval, the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement or the ability of the Board to consider and approve, subject to compliance by the Company with its obligations under the Arrangement Agreement, a Superior Proposal. Although the Company and the Purchaser believe that the expectations reflected in these forward-looking statements are reasonable, neither the Company nor the Purchaser can give any assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this Circular. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statement.

Risks and uncertainties inherent in the nature of the Arrangement include, without limitation, the Purchaser Shares issued in connection with the Arrangement (if any) may have a market value different than expected; the market price of the Common Shares and Purchaser Shares may be materially adversely affected in certain circumstances; there are risks related to the integration of the existing businesses of the Company and the Purchaser; the Company is restricted from taking certain actions while the Arrangement is pending; the completion of the Arrangement is uncertain and the Company will incur costs and may have to pay the Termination Fee in certain circumstances if the Arrangement is not completed; the Arrangement may divert the attention of the Company's management; the completion of the Arrangement is subject to conditions precedent; the Arrangement Agreement may be terminated in certain circumstances; the Arrangement is subject to the approval of the Arrangement Resolution; certain Persons have interests in the Arrangement that may be different from those of Shareholders generally; the Company and the Purchaser may be the targets of legal claims, securities class action, derivative lawsuits and other claims; and Dissent Rights may result in the Arrangement not being completed. Factors that could cause anticipated opportunities and actual results to differ materially also include, but are not limited to, matters identified in the "Risk Factors" sections of this Circular and the Company's "Risk Factors and Uncertainties" and "Financial Instruments" sections of the Company's annual and interim MD&A, all of which can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.canfor.com.

These factors should be considered carefully, and the reader should not place undue reliance on the forward-looking information. Forward-looking information is made as of the date of this Circular, and the Company and the Purchaser do not intend, and do not assume any obligation, to update or revise forward-looking information, except as may be required under applicable Laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

The Company is a corporation organized under the laws of the Province of British Columbia. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate and securities Laws in Canada. Shareholders should be aware that the requirements applicable to the Company under Canadian Laws may differ from requirements under corporate and securities laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the securities Laws of other jurisdictions outside Canada may be affected adversely by the fact that the Company is organized under the Laws of the Province of British Columbia, that a large portion of its assets are located in Canada and most of its directors and executive officers are residents of Canada. You may not be able to sue the Company or its directors or officers in a Canadian court for violations of foreign securities Laws. It may be difficult to compel the Company to subject itself to a judgment of a court outside Canada.

PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED FORM OF PROXY IS BEING SOLICITED BY MANAGEMENT OF THE COMPANY. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse Shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by management as set forth in this Circular.

The Company has retained Laurel Hill Advisory Group ("Laurel Hill") to provide the following services in connection with the Company Meeting: review and analysis of the Circular, recommending corporate governance best practices and liaising with proxy advisory firms as applicable, and assisting the Company in connection with its communication with Shareholders. In connection with these services, the Company has agreed to pay Laurel Hill an aggregate fee of $60,000 in addition to certain out-of-pocket expenses and the Purchaser has agreed to reimburse the Company for such fees and expenses pursuant to the terms of the Arrangement Agreement. Except as provided herein, the cost of solicitation will be borne by the Company.

GENERAL PROXY INFORMATION

Record Date

The directors of the Company (the "Directors") have fixed January 20, 2026 at the close of business as the record date for determining the names of Shareholders entitled to receive notice of the Company Meeting. Only Shareholders whose names have been entered in the applicable register of Common Shares at the close of business on January 20, 2026 as a holder of one or more Common Shares is entitled to attend and vote at the Company Meeting virtually or by proxy and, in the event of a poll, to cast one vote for each Common Share held.

Appointment of Proxyholder and Revocation of Proxies

Each of the persons named in the enclosed form of proxy is a Director or senior officer of the Company ("Management Representatives"). A Registered Shareholder has the right to appoint a person (who need not be a shareholder) as its nominee to virtually attend and act for it and on its behalf at the Company Meeting other than the Management Representatives designated in the form of proxy accompanying this Circular. To exercise this right, a Registered Shareholder may insert the name in full of its nominee in the blank space provided in the form of proxy and strike out the names of the persons now designated. The proxy will not be valid unless the completed form of proxy is delivered to TSX Trust, (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at

[email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, not less 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). Non-Registered Shareholders should follow instructions provided to them by their Intermediary with respect to their VIF.

A Registered Shareholder who has given a proxy has the power to revoke it by a signed instrument in writing in the manner provided in the articles of the Company (the "Articles") or in any other manner provided by Law any time before it is exercised. The Articles provide that the revocation must be executed, where the Registered Shareholder is an individual, by the Registered Shareholder or his/her legal representative or trustee in bankruptcy, or where the Registered Shareholder is a corporation, by the corporation or a duly authorized representative of the corporation and may be delivered to the registered office of the Company at any time up to and including the last business day preceding the Company Meeting or to the Chair of the Company Meeting before any vote with respect to which the proxy has been given has been taken at the Company Meeting. Registered Shareholders should note that if they participate and vote on any matter at the virtual Company Meeting, they will revoke any previously submitted proxy.

Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the virtual Company Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will not be able to vote at the virtual Company Meeting but will be able to listen as a guest only.

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

Voting of Shares and Exercise of Discretion By Proxyholder

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominees with respect to any amendments or variations to matters identified in the notice of the Company Meeting and any other matters which may properly come before the Company Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Company Meeting other than the matters referred to in the notice of the Company Meeting and routine matters incidental to the conduct of the Company Meeting. In the event that any further or other business is properly brought before the Company Meeting, it is the intention of the Management Representatives designated in the enclosed form of proxy to vote in accordance with their judgment of such business.

On any ballot or poll, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder as specified in the proxy with respect to any matter to be acted on. If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to Management Representatives are intended to be voted in favour of the Arrangement Resolution.

Voting By Registered and Non-Registered Shareholders at the Virtual Company Meeting

Please carefully review and follow the voting instructions below based on whether you are a "Registered Shareholder" or "Non-Registered Shareholder" of the Company.

These Shareholder materials are being sent to both registered ("Registered Shareholders") and Non-Registered Shareholders of the Company's Common Shares. Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the virtual Company Meeting.

Who is a Registered Shareholder

Registered Shareholders are Shareholders who hold Common Shares in the records of the Company in their own names and can vote by attending and voting those Common Shares at the Company Meeting or by appointing a proxy holder as described above.

Registered Shareholders will receive a form of proxy from TSX Trust representing the Common Shares they hold. Registered Shareholders that choose to authorize the Management Representatives named on the enclosed form of proxy to vote their Common Shares can give voting instructions in any of the following ways:

Internet: Go to www.meeting-vote.com and follow the instructions. Registered Shareholders will need to refer to the control number printed on their proxy form.

Email: Scan both sides of the completed proxy form and send to TSX Trust by email at: [email protected].

Mail: Complete and return the proxy form using the envelope provided in the enclosed mailing package and mail to: TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1.

Fax: Scan both sides of the completed proxy form and send to TSX Trust by fax to 416-607-7964.

Hand Delivery: Complete and return the proxy form to TSX Trust by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1.

Who is a Non-Registered Shareholder

Non-Registered Shareholders are Shareholders who do not hold Common Shares in their own names in the records of the Company. Such Common Shares will usually be held in the name of an Intermediary (for example, a bank, a trustee, a broker or an investment dealer) or in the name of a clearing agency of which the Intermediary is a participant. There are two kinds of Non-Registered Shareholders: those who object to their name being made known to the issuers of securities which they own (“OBOs”) and those who do not object (“NOBOs”).

In Canada, all of the Common Shares held through Intermediaries are registered under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). A Non-Registered Shareholder which receives these Company Meeting materials from their Intermediary must complete and return the voting materials in accordance with the instructions provided by their Intermediary as to how to vote the Common Shares held by them.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has distributed materials for the Company Meeting to Intermediaries for distribution to Non-Registered Shareholders. The Company will pay for Intermediaries to forward the proxy-related materials to OBOs.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Corporation (“Broadridge”) in Canada and in the United States. Broadridge typically prepares a machine-readable VIF, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example).

Your nominee may have sent to you the Notice, including a VIF or a blank proxy form signed by the nominee. You may provide your voting instructions by filling in the appropriate boxes. Please follow your nominee’s instructions for signing and returning the applicable materials. Sometimes you may be allowed to give your instructions by internet or telephone. You can give your voting instructions in any of the following ways:

Internet: Go to www.proxyvote.com and follow the instructions. You will need to refer the control number printed on your VIF to vote your Common Shares.

Telephone: Call the telephone number printed on your VIF. Enter the 16-digit control number printed on the VIF and follow the interactive voice recording instructions to vote your Common Shares.

Mail: Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

The Company may utilize the Broadridge QuickVote™ service to assist eligible Shareholders with voting their Common Shares. NOBOs may be contacted by Laurel Hill to obtain a vote directly over the telephone.

If a Non-Registered Shareholder does not complete and return the materials in accordance with the instructions from the Intermediary or as set forth herein and in the other Company Meeting materials, it may lose the right to vote at the virtual Company Meeting, either virtually or by proxy. Although Non-Registered Shareholders may not be recognized directly at the virtual Company Meeting for the purposes of voting Common Shares registered in the name of their Intermediary, a Non-Registered Shareholder may attend and vote at the virtual Company Meeting by appointing itself as a proxyholder, and registering with TSX Trust, for its Common Shares in accordance with the voting instructions.

Non-Registered Shareholders who have questions or concerns regarding any of these procedures should contact their Intermediary directly or contact the Company or TSX Trust (see “Voting Process and Meeting Technical Assistance” below).

Instructions on Voting at the Company Meeting

Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Company Meeting and vote in real time, provided they are connected to the internet and follow the instructions in this Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will be able to attend and listen to the virtual Company Meeting as a guest but will not be able to vote, ask questions or otherwise participate in any discussions at the virtual Company Meeting.

Shareholders who wish to appoint a person other than the Management Representatives identified in the form of proxy or VIF (including a Non-Registered Shareholder who wishes to appoint themselves as proxyholder to attend and vote at the virtual Company Meeting) must carefully follow the instructions in this Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust, after submitting the form of proxy or VIF. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual Company Meeting and only being able to attend as a guest. Guests will be able to listen to the virtual Company Meeting but will not be able to vote.

Obtaining a Control Number for Non-Registered Shareholders and Proxyholders

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

How to Vote

You have two ways to vote your Common Shares:

By submitting your proxy or VIF as per instructions indicated; or
During the Company Meeting by online ballot through the live webcast platform at https://virtual-meetings.tsxtrust.com/1872.

Step 1: Log in online at https://virtual-meetings.tsxtrust.com/1872.

Step 2: Follow these instructions:

Registered Shareholders: Click “I have a control number/Meeting Access Number” and then enter your control number and password: “canforpulp2026” (case sensitive). The control number is located on the form of proxy accompanying this Circular. If you use your control number to log in to the virtual Company Meeting, any vote you cast at the virtual Company Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the virtual Company Meeting.
Duly appointed proxyholders: Click “I have a control number/Meeting Access Number” and then enter your control number and password: “canforpulp2026” (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust as described in this Circular will receive a control number by email from TSX Trust after the proxy voting deadline has passed.
Guests: Click “Guest” and then complete the online form.

It is your responsibility to ensure internet connectivity for the duration of the virtual Company Meeting and you should allow ample time to log in to the Company Meeting online before it begins.

How to Participate In and Ask Questions at the Company Meeting

Registered Shareholders and proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) who attend the Company Meeting virtually and have properly followed the instructions in this Circular to participate and vote virtually at the Company Meeting will have an opportunity to participate in discussions and ask questions at the Company Meeting during any discussion or question period.

Company Meeting and remain connected to the internet at all relevant times. In the event that there is insufficient time during the Company Meeting for the Company to address all properly submitted questions, Shareholders or proxyholders whose questions were not addressed during the Company Meeting are encouraged to contact the Company at [email protected].

Voting Process and Meeting Technical Assistance

Shareholders with questions regarding the voting or proxy process, the virtual meeting platform or requiring assistance accessing the Company Meeting website for the Company Meeting should refer to the virtual meeting guide accompanying the Company Meeting materials, the TSX Trust’s frequently asked questions website at https://www.tsxtrust.com/vagm-faq or contact Laurel Hill at 1-877-452-7184 toll free in North America or 416-304-0211 (outside North America); by texting “INFO” to either phone number listed above; or by e-mail at: [email protected].

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at the Record Date, the Company has outstanding and entitled to be voted at the virtual Company Meeting, 65,233,559 Common Shares, with each Common Share carrying the right to one vote.

To the knowledge of the Directors and executive officers of the Company, no person or company owns beneficially, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the issued and outstanding Common Shares other than as follows:

CDS & Co., as the sole registered Shareholder of 65,233,559 Common Shares, representing 100% of the total number of issued Common Shares. Other than as disclosed herein, the Company has no knowledge as to the beneficial holders of the Common Shares held by CDS & Co. which are 10% or more of the outstanding Common Shares.
Canadian Forest Products Ltd. (“CFP”), which owns 35,776,483 Common Shares representing 54.8% of the issued and outstanding Common Shares.^(1)

Note:

(1) CFP is a wholly-owned subsidiary of the Purchaser and James Pattison owns beneficially and/or exercises control or direction over a majority of the Purchaser’s voting securities directly and through corporations wholly owned by him.

SUMMARY

The following information is a summary of the contents of this Circular. This summary is provided for convenience only and the information contained in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial data and statements contained, or incorporated by reference, elsewhere in this Circular. Capitalized terms used in this summary have the meaning set out in the “Glossary of Terms” or as set out herein. The full text of the Arrangement Agreement is available under the Company’s profile on SEDAR+ (www.sedarplus.ca).

Date, Time and Place of Meeting

The Company Meeting will be held 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 Record Date

The Record Date for determining the Shareholders entitled to receive notice of and to vote at the Company Meeting is as of the close of business on January 20, 2026.

Purpose of the Meeting

At the Company Meeting, Shareholders will be asked to consider and, if deemed acceptable, to pass, with or without variation, the Arrangement Resolution, the full text of which is set out in Appendix “A” to this Circular, and to transact such other business as may be brought before the Company Meeting or any adjournments or postponements thereof. The approval of the Arrangement Resolution will require the Required Shareholder Approval.

The Arrangement

The purpose of the Arrangement is to effect the acquisition by the Purchaser of the Common Shares other than the Common Shares already owned by the Purchaser and its affiliates. If the Arrangement Resolution is approved with the Required Shareholder Approval and all other conditions to the closing of the Arrangement are satisfied or waived, the Arrangement will be implemented by way of a court-approved plan of arrangement under the BCBCA.

Commencing at the Effective Time, the following steps will occur and will be deemed to occur consecutively two (2) minutes apart and in the following order without any further authorization, act or formality:

(a) each Common Share outstanding immediately prior to the Effective Time held by a Dissenting Shareholder will be, and will be deemed to have been, assigned and transferred, without any further act or formality, by the holder thereof to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined in accordance with the Plan of Arrangement, and

(ii) the name of each such Dissenting Shareholder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to each Common Share so transferred; and

(iii) the Purchaser will be, and be deemed to be, the transferee of each such Common Share (free and clear of all Liens) and will become the sole legal and beneficial holder of each Common Share so transferred and will be added to the

(b) concurrently with the step described immediately below, each Common Share outstanding immediately prior to the Effective Time (other than the Common Shares held by (i) a Dissenting Shareholder; or (ii) the Purchaser or any of its affiliates (which Common Share will not be acquired under the Arrangement and will remain outstanding as a Common Share held by the Purchaser or the applicable affiliate of the Purchaser)) held by a Share Electing Shareholder will be, and be deemed to have been, assigned and transferred, without any further act of formality, by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Share Consideration, less any amounts withheld pursuant to Section 5.4 of the Plan of Arrangement; and

(i) the holders of such Common Shares shall cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to receive the Consideration from the Purchaser in accordance with the Plan of Arrangement;

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to the Common Share so transferred;

(iii) the Purchaser will be, and deemed to be, the transferee of such Common Shares (free and clear of all Liens) and will become the sole legal and beneficial holder of the Common Shares so transferred and will be added to the register of holders of Common Shares; and

(iv) each holder of such exchanged Common Shares shall be entered in the Purchaser's central securities register in accordance with applicable Laws in respect of the Purchaser Shares which such holder is entitled to receive in accordance with the Plan of Arrangement; and

(c) concurrently with the step described immediately above, each Common Share outstanding immediately prior to the Effective Time (other than the Common Shares held by (i) a Dissenting Shareholder; or (ii) the Purchaser or any of its affiliates (which Common Share will not be acquired under the Arrangement and will remain outstanding as a Common Share held by the Purchaser or the applicable affiliate of the Purchaser)) held by a Cash Electing Shareholder will be, and be deemed to have been, assigned and transferred, without any further act of formality, by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Cash Consideration, less any amounts withheld pursuant to Section 5.4 of the Plan of Arrangement, and

(i) the holders of such Common Shares will cease to be the holders thereof so transferred and to have any rights as holders of such Common Shares other than the right to receive the Cash Consideration in accordance with this Plan of Arrangement;

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to the Common Share so transferred; and

See “The Arrangement – Plan of Arrangement” in this Circular.

Election

Shareholders (other than Dissenting Shareholders and the Purchaser and its affiliates) will be entitled to elect to receive either the Share Consideration which is equal to 0.0425 of a Purchaser Share in exchange for each Common Share held immediately prior to the Effective Time (such election being a “Share Election”) or the Cash Consideration, which is equal to $0.50 per Common Share held immediately prior to the Effective Time (such election being a “Cash Election”). For avoidance of doubt, a Shareholder entitled to make an election as to the form of Consideration to be received under the Arrangement may either make: (i) the Cash Election in respect of all Common Shares held by such Shareholder, or (ii) the Share Election in respect of all of the Common Shares held by such Shareholder.

Each Registered Shareholder must complete and deposit the accompanying letter of transmittal and election form (the “Letter of Transmittal and Election Form”), which such election shall be irrevocable and may not be withdrawn, together with any certificate(s) or DRS Advice(s) representing the Common Shares held by such Shareholder, to receive the Consideration for such Shareholder’s Common Shares. Non-Registered Shareholders should contact their Intermediary for questions with respect to election requirements relating to the Consideration.

Any Shareholder, other than the Purchaser and its affiliates, who does not submit the enclosed Letter of Transmittal and Election Form 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) (the “Election Deadline”) shall, in each case, be deemed to have made a Cash Election to receive only the Cash Consideration.

Effect of the Arrangement

Pursuant to the Arrangement, all issued and outstanding Common Shares (other than Dissenting Shares and Common Shares held by the Purchaser and its affiliates) will be transferred to the Purchaser in exchange for either the Share Consideration or the Cash Consideration, as applicable. On completion of the Arrangement, the Purchaser and its affiliates will hold all Common Shares and the Company will be an indirect wholly owned subsidiary of the Purchaser.

Recommendation of the Special Committee

Prior to entering into the Arrangement Agreement, the Board established a special committee, comprised of directors of the Company, Norm Mayr (Chair) and Craig Armstrong, each of whom is independent for the purposes of MI 61-101 (the “Special Committee”), to consider the Arrangement, as well as to consider potential strategic alternatives to the Arrangement, to supervise the preparation of the Formal Valuation and the Fairness Opinion, to directly conduct the negotiation and/or supervise the negotiation of the Arrangement Agreement and to, among other things, report and make recommendations to the Board with respect to the Arrangement.

After careful consideration of the terms and conditions of the Arrangement, the Fairness Opinion and the Formal Valuation, 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.

See “The Arrangement – Recommendation of the Special Committee”.

Recommendation of the Board

See “The Arrangement – Recommendation of the Board”.

Reasons for the Recommendation

The following includes forward-looking information and readers are cautioned that actual results may vary. See “Forward-Looking Statements” and “Risk Factors”

Information and Factors Considered by the Special Committee

In determining that the Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates) and recommending that the Board approve the Arrangement Agreement and recommend to Shareholders that they vote in favour of the Arrangement Resolution, the Special Committee undertook a thorough review of, and carefully considered, the terms of the Arrangement, the Fairness Opinion and the Formal Valuation, the advice of its financial and legal advisors and considered a number of factors, including those listed below:

(a) 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 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.

(b) Certainty of Cash Consideration. The option to receive Cash Consideration for their Common Shares provides Shareholders with immediate and certain value.

(c) 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.

(d) Independent Valuation of Common Shares. The formal valuation of 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 Consideration being offered, being $0.50 per Common Share, pursuant to the Arrangement is near the top of such fair market value range.

(e) 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).

(f) Support of Significant Shareholder. The Voting Agreement was executed by the Supporting Shareholder.

(g) 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 the Company and the ability of the Company to obtain adequate financing sources, including in light of its current debt levels and compliance with the financial covenants in the Company’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 the Company, (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.

(h) 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.

(i) Disinterested Shareholder Approval. The Arrangement is subject to minority shareholder approval, excluding the votes required to be excluded under MI 61-101.

(j) Go-Shop Period. The Arrangement Agreement included the 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.

(k) 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 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 Canfor Corp Special Committee has recommended, and the Canfor Corp Board has determined, such Superior Proposal is in the best interests of Canfor Corp).

(l) 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.

See “The Arrangement – Reasons for the Recommendations – Information and Factors Considered by the Special Committee” in this Circular.

The Special Committee also considered a variety of risks and other potentially negative aspects in its deliberations concerning the Arrangement, including:

(a) Risks to Canfor Pulp of Non-Completion. There are risks to Canfor Pulp if the Arrangement is not completed, including costs incurred in proceeding towards completion of the Arrangement and the diversion of management’s attention away from the conduct of the Company’s business in the ordinary course and the potential impact on the Company’s current business relationships.

(b) Conditions to the Arrangement Becoming Effective. The conditions to the obligations of the Purchaser to complete the Arrangement and the right of the Purchaser to terminate the Arrangement Agreement under limited circumstances. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.

(c) Non-Solicitation and Termination Fee. The limitations contained in the Arrangement Agreement on the Company’s ability to solicit additional interest from third parties following the expiry of the Go-Shop Period, as well as the fact that, if the Arrangement Agreement is terminated in certain circumstances, Canfor Pulp must pay the Termination Fee.

The above summary of the information and factors considered by the Special Committee is not intended to be exhaustive, but includes a summary of the material information and factors considered by the Special Committee in its consideration of the Arrangement.

In view of the variety of factors and the amount of information considered in connection with the Special Committee’s evaluation of the Arrangement, the Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination and recommendation. The Special Committee’s determination and recommendation is based upon the totality of the information presented and considered by it. The determination and recommendation of the Special Committee were made after consideration of the factors noted above, other factors and in light of the Special Committee’s knowledge of the business, operations, assets, financial condition, operating results and prospects of the Company and taking into account the advice of the Special Committee’s financial, legal and other advisors. Individual members of the

Special Committee may have assigned different weights to different factors.

See “The Arrangement – Reasons for the Recommendations – Information and Factors Considered by the Special Committee”.

Information and Factors Considered by the Board

In determining that the Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates), approving the Arrangement and the entering into by the Company of the Arrangement Agreement, and recommending that Shareholders vote for the Arrangement Resolution, the Board (subject to the recusals referred to below) carefully considered the terms of the Arrangement, received the advice of its financial and legal advisors, and considered a number of factors, including the factors listed above by the Special Committee (which are expressly endorsed by the Board), and the recommendation of the Special Committee. In view of the variety of factors, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination, approval and recommendation. The Board’s determination, approval and recommendation are based upon the totality of the information presented and considered by it. The determination, approval and recommendation of the Board were made after consideration of the factors noted above, other factors and in light of the Board’s knowledge of the business, operations, assets, financial condition, operating results and prospects of the Company and taking into account the advice of the Company’s financial, legal and other advisors. Individual members of the Board may have assigned different weights to different factors.

See “The Arrangement – Reasons for the Recommendations – Information and Factors Considered by the Board”.

Voting Agreement

The Supporting Shareholder has entered into the Voting 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. As of the Record Date, the Supporting Shareholder holds a total of approximately 4.4% of the outstanding Common Shares.

See “The Arrangement – Voting Agreement” in this Circular.

Conditions for Completion of the Arrangement

The implementation of the Arrangement is subject to a number of conditions being satisfied or waived by the Company and the Purchaser, as applicable, at or prior to the Effective Date, including the following:

(a) the Arrangement Resolution shall have been approved and adopted by the Shareholders at the Company Meeting held in accordance with the Interim Order;

(b) the Interim Order and the Final Order shall have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise;

been obtained;

(d) there shall not be in force any Law that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser and/or its affiliates from consummating the Arrangement; and

(e) the distribution of the Consideration Shares pursuant to the Arrangement (if any) shall be exempt from the prospectus requirements of applicable securities Laws by virtue of applicable exemptions under securities Laws and there shall be no resale restrictions on such Consideration Shares under the applicable securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable securities Laws.

Completion of the Arrangement Agreement is subject to a number of additional conditions precedent, which are for the exclusive benefit of the Purchaser and may be waived by the Purchaser. The conditions include, among other things:

(a) certain Company Fundamental Representations are true and correct in all respects as of the Effective Time, as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), subject to certain qualifications;

(b) the Company has fulfilled or complied in all material respects with all of the covenants of the Company contained in the Arrangement Agreement is to be fulfilled or complied with by it on or prior to the Effective Time;

(c) there is no Action pending by any Governmental Entity in any jurisdiction that is reasonably likely to (i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s or any of its affiliates’ ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares, or to pay the Consideration, including the issuance of any Share Consideration, (ii) prohibit or materially restrict the Arrangement, or the ownership or operation by the Purchaser of any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole; or (iii) prevent the consummation of the Arrangement, or if the Arrangement is consummated, have a Company Material Adverse Effect;

(d) Dissent Rights shall not have been validly exercised in connection with the Arrangement by holders of more than 5% of the Common Shares then outstanding (other than any Dissent Rights exercised by the Purchaser or its affiliates); and

(e) there shall not have occurred a Company Material Adverse Effect.

Completion of the Arrangement Agreement is also subject to number of additional conditions precedent which are for the exclusive benefit of the Company and may be waived by the Company. The conditions include, among other things:

(a) certain Purchaser Fundamental Representations set forth in the Arrangement Agreement will be true and correct in all respects, as of

the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), subject to certain qualifications;

(b) the Purchaser has fulfilled or complied in all material respects with all of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time;

(c) the Purchaser will have irrevocably deposited or caused to be deposited in escrow with the Depositary sufficient cash and a treasury direction (subject only to the occurrence of the Effective Time) for the issuance of Purchaser Shares to effect payment in full of the aggregate Consideration payable pursuant to the Arrangement;

(d) no delisting from the Exchange or cease trade order issued by any Governmental Entity in respect of the Purchaser Shares shall have occurred since the date of the Arrangement Agreement that remains in effect; and

(e) there will not have been or occurred a Purchaser Material Adverse Effect.

See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in this Circular.

Go-Shop Period

The Arrangement Agreement included the Go-Shop Period, during which the Company and its Representatives had the right to solicit, assist, initiate, encourage, seek the making of, induce or otherwise facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal. The Go-Shop Period expired on January 19, 2026. A total of 15 potential third parties were contacted during the Go-Shop Period with respect to a potential transaction with the Company and none led to an Acquisition Proposal.

Non-Solicitation

From and after the Go-Shop Expiry Time, the Company has agreed, subject to certain exceptions, that it will not, directly or indirectly, solicit or participate in any discussions or negotiations regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, and will give prompt notice to the Purchaser should the Company receive such an inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or a request for non-public information in connection with an Acquisition Proposal. See “The Arrangement Agreement – Covenants Regarding Non-Solicitation” in this Circular.

In the case of a Superior Proposal, the Purchaser 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 Canfor Corp Special Committee has recommended, and the Board has determined, such Superior Proposal is in the best interests of the Purchaser). See “The Arrangement Agreement – Covenants – Covenants Regarding Non-Solicitation – Superior Proposals” in this Circular.

Termination of Arrangement Agreement

The Company and the Purchaser may mutually agree in writing to terminate the Arrangement Agreement and abandon the Arrangement at any time prior to the Effective Time, if certain specific events, which are outlined in the Arrangement Agreement, occur. In addition, the Company or the Purchaser may terminate the

Arrangement Agreement and abandon the Arrangement at any time prior to the Effective Date if certain specific events, which are outlined in the Arrangement Agreement, occur. Depending on the termination event, the Termination Fee may be payable by the Company.

See “The Arrangement Agreement – Termination of Arrangement Agreement” in this Circular.

Fairness Opinion and Formal Valuation

Stifel was retained by the Company to provide the Special Committee with the Fairness Opinion and the Formal Valuation. On December 3, 2025, Stifel delivered the Formal Valuation and the Fairness Opinion to the Special Committee. The Formal Valuation contained Stifel’s opinion that, 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 was in the range of $0.08 per Common Share to $0.52 per Common Share. The Consideration being offered, being $0.50 per Common Share, pursuant to the Arrangement is near the top of such fair market value range. The Fairness Opinion contained Stifel’s opinion that, as at December 3, 2025, and 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).

For a summary of the Fairness Opinion and the Formal Valuation, see “The Arrangement – Fairness Opinion and Formal Valuation”. Full copies of the Fairness Opinion and the Formal Valuation are attached as Appendix “E” and Appendix “F”, respectively, to this Circular.

Letter of Transmittal and Election Form

The Letter of Transmittal and Election Form for the Registered Shareholders is enclosed with this Circular. If the Arrangement becomes effective, in order to receive the Consideration to which the Shareholder is entitled under the Plan of Arrangement in exchange for the Common Shares held, a Registered Shareholder must deliver the Letter of Transmittal and Election Form properly completed and duly executed, together with share certificate(s) or DRS Advice(s) representing their Common Shares and all other required documents to the Depositary at the address set forth in the Letter of Transmittal and Election Form. If the Arrangement is not completed, the Letter of Transmittal and Election Form will be of no effect and the Depositary will return all certificates or DRS Advices representing the Common Shares to the holders thereof as soon as practicable at the address specified in the Letter of Transmittal and Election Form.

If a Shareholder, following the Effective Date, fails to deliver and surrender its Common Shares to the Depositary by the date that is six years after the Effective Date, then the certificate(s) or DRS Advice(s) representing such Purchaser Shares, to which such Former Shareholder was entitled, shall be delivered to the Purchaser by the Depositary and the certificate(s) or DRS Advice(s) shall be cancelled by the Purchaser, and the interest of the Former Shareholder in such Purchaser Shares to which it was entitled shall be terminated as of such date that is six years after the Effective Date.

See “The Arrangement – Exchange of Shares” in this Circular.

No Fractional Shares to be Issued

No fractional Purchaser Shares shall be issued pursuant to the Arrangement. The number of Purchaser Shares issued will be rounded down to the nearest whole

Purchaser Share.

Rounding of Cash

In any case where the aggregate cash amount payable to a particular Shareholder under the Arrangement would include a fraction of a cent, the amount payable shall be rounded down to the nearest whole cent.

Withholding Rights

The Company, the Purchaser and the Depositary, as applicable, will be entitled to deduct or withhold from any Consideration otherwise payable, issuable or otherwise deliverable to any Shareholder under the Plan of Arrangement (including, without limitation, any payments to Dissenting Shareholders), such amounts as the Company, the Purchaser or the Depositary, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such amount otherwise payable or deliverable under any provision of Laws in respect of Taxes.

See “The Arrangement – Exchange of Shares– Withholding Rights”.

Court Approval of the Arrangement

Subject to the terms of the Arrangement Agreement and, if the Arrangement Resolution is approved at the Company Meeting, the Company intends to apply to the Court for the Final Order. The hearing of the application for the Final Order is expected to be held at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) March 11, 2026, or as soon thereafter as counsel may be heard, or at any other date and time and by any method as the Court may direct. Please see the Notice of Hearing of Petition, attached as Appendix “D” to this Circular, and the Interim Order, attached as Appendix “C” to this Circular, for further information on participating or presenting evidence at the hearing for the Final Order. At the hearing, the Court will consider, among other things, the substantive and procedural fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

See “The Arrangement – Court Approval of the Arrangement” in this Circular.

Exchange Approval

Both the Purchaser Shares and Common Shares are listed on the TSX.

On January 23, 2026, the Company received the conditional approval of the TSX for (i) the Arrangement, subject to filing certain documents following the closing of the Arrangement and (ii) delisting of the Common Shares following completion of the Arrangement, subject to the satisfaction of customary delisting requirements of the TSX.

Canadian Securities Law Matters

Pursuant to the Arrangement, the Company will become an indirect wholly owned subsidiary of the Purchaser. Following completion of the Arrangement, it is expected that the Common Shares will be delisted from the TSX within two to three Business Days. It is also expected that an application will be made to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer in the applicable jurisdictions in Canada following completion of the Arrangement.

The distribution of the Purchaser Shares pursuant to the Arrangement (if any) will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws. The Purchaser Shares received pursuant to the Arrangement (if any) will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a “control distribution” as defined in NI 45-102, (ii) no unusual effort is made to prepare the market or to create a demand for the Purchaser Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such trade, and (iv) if the selling security holder is an insider or officer of the Purchaser, the selling security holder has no reasonable grounds to believe that the Purchaser is in default of Canadian Securities Laws.

Each Shareholder is urged to consult his or her professional advisors to determine the Canadian conditions and restrictions applicable to trades in Purchaser Shares issuable pursuant to the Arrangement.

See “The Arrangement – Regulatory and Securities Law Matters – Canadian Securities Law Matters”.

United States Securities Law Matters

The Consideration Shares have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption.

Certain resale restrictions will apply to Shareholders who are “affiliates” of the Purchaser (as defined in Rule 144 under the U.S. Securities Act) or were “affiliates” of the Purchaser within the 90-day period prior to the Effective Date.

See “The Arrangement – Regulatory and Securities Law Matters – United States Securities Law Matters” in this Circular.

Interests of Certain Directors and Senior Officers of the Company in the Arrangement

In considering the Board Recommendation, you should be aware that certain members of the Board and the senior officers of the Company have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Shareholders generally.

See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

Rights of Dissent

Pursuant to the Interim Order, Registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid (subject to applicable withholdings) the fair value of their Dissenting Shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court. A Registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must (i) send to the Company a written notice of dissent to the Arrangement Resolution, which written notice of dissent must be received by the Company c/o Osler, Hoskin & Harcourt LLP, Suite 3000 – 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8, Attention: Teresa Tomchak, by no later than 4:00 p.m. (Vancouver time) on March 4, 2026 or by 4:00 p.m. (Vancouver time) on the second Business Day immediately preceding the date that any adjourned or postponed Company Meeting is reconvened, and (ii) otherwise strictly comply with the Dissent Procedures set forth in “The Arrangement – Dissenting Shareholders’ Rights” in this Circular. The text of Section 242(1)(a) of the BCBCA, which will be relevant in any dissent proceeding, is set forth in Appendix “I” to this Circular. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the

Risk Factors

Court, may result in the loss of any right of dissent.

There is a risk that the Arrangement may not be completed. If the Arrangement is not completed, the Company will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Common Shares.

The risk factors described under the heading “Risk Factors” and under the heading “Risk Factors” in Appendix “G” and Appendix “H” attached to this Circular should be carefully considered by Shareholders.

Income Tax Considerations

Shareholders should carefully review the tax considerations described in this Circular and are urged to consult their own tax advisors in regard to their particular circumstances. See “Certain Federal Income Tax Considerations” for a discussion of certain Canadian federal income tax considerations.

Shareholders who are taxpayers in the United States should be aware that the Arrangement described in this Circular may have tax consequences in the United States, however, this Circular does not contain a summary of the non-Canadian federal income tax considerations of the Arrangement for Shareholders. Shareholders that are subject to tax in the United States are advised to consult their own tax advisors regarding the U.S. federal, state and local tax consequences to them of participating in the Arrangement.

THE ARRANGEMENT

Background to the Arrangement

Introduction

The terms of the Arrangement Agreement are the result of arm’s length negotiations among the Special Committee (on behalf of the Company), the special committee of the board of directors of Canfor Corp (the “Canfor Corp Special Committee”) (on behalf of Canfor Corp), and their respective legal and financial advisors. The following is a summary of the material events, meetings, negotiations and discussions between the Company and Canfor Corp that preceded the execution and public announcement of the Arrangement Agreement on December 3, 2025.

Canfor Pulp’s Operating Context

The Company has faced challenging industry and operating conditions for several years due to a decline in the availability of economic fibre in northern British Columbia. The persistent shortage was partly driven by natural disturbances (i.e., mountain pine beetle, wildfires), and further compounded by policy decisions and regulatory complexity, leading to the closure and curtailment of sawmills in the region, which in turn reduced the volume of chips available to support the Company’s operations. To address the lack of economic fibre, the Company expanded its geographic sourcing of chip supply, which increased costs.

More recently, the Company’s global competitiveness has been challenged by the age of its assets relative to newer, more modern capacity in other regions, particularly in the southern hemisphere. These pressures, combined with weakened global demand for both softwood pulp and kraft paper, increasing competition, a recent global surplus of supply, and depressed Northern Bleached Softwood Kraft (“NBSK”) prices, have created a difficult market environment. Emerging regulatory requirements, such as EU Deforestation Regulation (EUDR), are expected to impose additional operational and compliance burdens, further increasing costs.

The Company has taken significant measures to reduce capacity and curtail costs, including permanent closures of the Taylor Pulp Mill in 2021, the Prince George Pulp Mill in 2023 and one of two pulp lines at the Northwood Pulp Mill in 2024. Despite these actions, challenging operational and market conditions are expected to persist in the foreseeable future, continuing to impact the Company’s operations and financial performance.

Initial Processes Undertaken to Assess Strategic Alternatives, including the Sale of Canfor Pulp

From May 8, 2021 through June 2023, the Company engaged an investment bank to solicit interest in the sale of the Company. Over the course of that period, numerous potential purchasers were contacted, however, no transactable offer was received.

On August 2, 2023, in light of the Company’s continuing operational and financial challenges, the Board established the Special Committee comprised of independent directors, Mr. Norm Mayr, as Chair, and Mr. Craig Armstrong, and approved the Special Committee’s terms of reference, which among other things, directed the Special Committee to review and consider potential strategic alternatives for the Company (including maintaining the status quo). Mr. Conrad Pinette, a director of both the Company and Canfor Corp at the time, was also appointed as an advisor to the Special Committee but did not participate in the in-camera deliberations of the Special Committee. The Special Committee retained Osler as its independent legal counsel and a new investment bank as its independent financial advisor.

Over the next twelve months, the Special Committee with its legal and financial advisors and management reviewed and considered various strategic alternatives and engaged in a broad market outreach to over 40 prospective third parties with respect to a potential transaction with the Company. During this time, the Special Committee also regularly met with management to discuss the Company’s current and forecast operations and business, including liquidity needs and objectives.

On January 26, 2024, the Company received a non-binding proposal letter from a third party (the “Proposed Third Party Acquirer”) to acquire all of the issued and outstanding Common Shares, including those Common Shares held by Canfor Corp, for approximately $200 million in cash, on a cash-free and debt-free basis, less the estimated net

shutdown cost of the Company’s Northwood Pulp Mill (defined as all environmental remediation, severance, pensions settlement and operating shutdown costs), subject to a customary working capital adjustment. The proposal was also subject to the satisfaction of typical conditions including satisfactory due diligence and applicable corporate and regulatory approvals. The initial analysis of this proposal indicated a negative value for the Company’s shareholders with approximately $50 million of net liabilities that would need to be settled beyond the assets estimated to be available to the Company for these purposes. Discussions and negotiations among the Special Committee and its legal and financial advisors, management and the Proposed Third Party Acquiror continued for the next six months; however, the parties were not able to agree on a transaction structure that would be in the best interests of the Company and be value accretive for the Proposed Third Party Acquiror. The Special Committee continued to review and consider other strategic alternatives and engaged in continuous outreach to potential transacting third parties during this time.

Background on discussions between Canfor Corp and Canfor Pulp leading to First Canfor Corp Proposal (October 2024 – January 2025)

Given the lack of strategic alternatives available to the Company, Canfor Corp indicated to the Company that it was considering making an offer to acquire the Common Shares not already owned by Canfor Corp.

On October 11, 2024, the Special Committee convened to discuss a potential transaction between the Company and Canfor Corp whereby Canfor Corp would acquire all the Common Shares that it does not already own. The Special Committee considered potential financial advisors to be retained by the Special Committee to provide a formal valuation and fairness opinion with respect to a potential transaction with Canfor Corp as would be required under MI 61-101.

On October 16, 2024, the Special Committee convened and following discussions and a presentation from Stifel, and having regard for Stifel’s independence, experience and qualifications, the Special Committee determined that it would retain Stifel to act as independent financial advisor to the Special Committee and to provide a formal valuation and fairness opinion in accordance with MI 61-101 with respect to a potential transaction with Canfor Corp, subject to the negotiation of satisfactory fee arrangements. Upon negotiation of satisfactory fee arrangements, the form of engagement letter with Stifel was later approved by the Special Committee on November 12, 2024, and the engagement letter with Stifel was executed on November 17, 2024 (the “November 2024 Engagement Letter”).

On November 14, 2024, the Special Committee received a non-binding proposal letter from the Canfor Corp Special Committee, which had been established by the Canfor Corp Board on October 25, 2024 and was comprised of directors who were not also directors of the Company, to acquire all of the Common Shares other than Common Shares already owned by Canfor Corp for $1.30 in Canfor Corp Shares (the “Proposed First Purchase Price”) for each Common Share held (the “First Canfor Corp Proposal”). The First Canfor Corp Proposal was subject to the satisfaction of typical conditions including satisfactory due diligence, applicable corporate and regulatory approvals and receipt of voting support agreements from certain significant shareholders of the Company prior to public announcement of a definitive agreement pursuant to the First Canfor Corp Proposal.

Throughout the months of November and December 2024 and early January 2025, the Special Committee met frequently with its financial and legal advisors and management to review and assess the terms of the First Canfor Corp Proposal, and to oversee the preparation of the valuation by Stifel. During this period, the Special Committee considered Stifel’s preliminary view of the valuation of the Company in the context of the First Canfor Corp Proposal and determined it would be appropriate to engage with Canfor Corp regarding a potential increase to the Proposed First Purchase Price. Mr. Mayr, as Chair of the Special Committee, on behalf of the Company, spoke with Mr. Dallas Ross, the Chair of the Canfor Corp Special Committee, on behalf of Canfor Corp, to discuss a potential increase to the Proposed First Purchase Price. Mr. Mayr presented various reasons why Canfor Corp should increase the Proposed First Purchase Price. Upon conferring with the Canfor Corp Special Committee, Mr. Ross advised that Canfor Corp was not agreeable to increasing the Proposed First Purchase Price.

Following the pricing negotiation, the Special Committee continued to consider, with the advice of its financial and legal advisors, whether the First Canfor Corp Proposal was in the best interests of the Company and its stakeholders, and the Special Committee determined that it should proceed with attempting to negotiate a definitive agreement with Canfor Corp to implement the First Canfor Corp Proposal and to engage with certain significant shareholders to obtain

their support. In parallel, Osler negotiated the terms of the proposed definitive agreement with Lawson, counsel to Canfor Corp, as well as terms for customary voting support agreements with certain significant shareholders.

During the last week of January 2025, Mr. Mayr, Mr. Ross and Mr. Pat Elliott, Chief Financial Officer and Secretary of the Company and Canfor Corp, met with certain significant shareholders of the Company to seek to obtain their support for the First Canfor Corp Proposal. While certain of the significant shareholders advised they would support the First Canfor Corp Proposal and enter into a support agreement, certain of the significant shareholders advised they would not support the First Canfor Corp Proposal. As a result, Canfor Corp informed the Company that it was not prepared to move forward with the First Canfor Corp Proposal without the support of all significant shareholders because the acquisition required approval by a majority of the minority shareholders pursuant to MI 61-101. The parties then ceased to pursue a definitive agreement with respect to the First Canfor Corp Proposal and the First Canfor Corp Proposal was terminated. The Special Committee was also terminated.

Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)

On July 3, 2025, the Company engaged Stifel to assist with a review of strategic alternatives for the Company (the "July 2025 Engagement Letter").

Throughout 2025, the Company continued to focus on improving the operational reliability and cost efficiencies of its pulp mills. However, the market price of pulp reduced from an average of US$776 per admt in 2024 to US$690 per admt in the third quarter of 2025. As a result, the Company suffered growing operational losses in the second and third quarters of 2025. The outlook for the fourth quarter of 2025 was also expected to be similar.

In light of the continuing negative financial and market outlook of the Company, the eroding liquidity which was weakening the balance sheet of the Company and the lack of other strategic alternatives available to the Company, Canfor Corp indicated to the Company in September 2025 that it would be considering submitting a new proposal to the Company to acquire the Common Shares not already owned by Canfor Corp.

On October 20, 2025, the Board re-established the Special Committee with the same two independent directors, being Mr. Mayr, as Chair, and Mr. Armstrong, and authorized its updated terms of reference. Under the updated terms of reference, the Special Committee was responsible for, among other things, reviewing, considering and evaluating potential strategic alternatives (including maintaining the status quo), supervising the preparation of any valuations or other opinions as to the fairness of any strategic alternatives, directly conducting the negotiation and/or supervising the negotiation of any strategic alternatives, and reporting and making recommendations to the Board with respect to any strategic alternatives. The Special Committee was also again authorized to engage its own independent advisors.

The Canfor Corp Board also re-established the Canfor Corp Special Committee in connection with the consideration of a second potential transaction with the Company.

At meetings of the Special Committee convened on October 23 and 30 and November 1, 2025, the Special Committee met to discuss the Company's financial condition and the potential risk of a breach of financial covenants under its operating loan facility prior to the end of 2025, strategic alternatives available to the Company and a second potential transaction with Canfor Corp. The Special Committee determined to re-engage Stifel as its independent financial advisor and valuator with respect to its review of strategic alternatives, including any second potential transaction with Canfor Corp, subject to satisfactory negotiations with respect to fees and scope of work. Stifel provided the Special Committee with its preliminary review of the financial analysis of the Company based on management's and analyst's forecast models. The Special Committee also reviewed and considered strategic alternatives available to the Company, including a rights offering, a sale to a third party, a sale of certain assets and/or divisions, a refinancing, insolvency proceedings and an investment by a third party. The Special Committee directed Stifel to evaluate each strategic alternative that would have a reasonable prospect of implementation and to re-engage with the Proposed Third Party Acquirer regarding a potential transaction with the Company.

On November 5, 2025, the Special Committee received a non-binding proposal letter from Canfor Corp to acquire all the Common Shares other than Common Shares that it does not already own for $0.50 (the "Proposed Second Purchase Price") for each Common Share held (the "Second Canfor Corp Proposal"), with Shareholders having the option to choose Canfor Corp Shares or cash as consideration. The Second Canfor Corp Proposal was subject to

the satisfaction of typical conditions including satisfactory due diligence, applicable corporate and regulatory approvals and receipt of voting support agreements from certain significant shareholders of the Company prior to public announcement of a definitive agreement pursuant to the Second Canfor Corp Proposal.

On November 6, 2025, the Special Committee convened to discuss the Second Canfor Corp Proposal with its legal and financial advisors, and any other strategic alternatives available to the Company, including a possible transaction involving a divestiture to the Proposed Third Party Acquirer of only the Intercontinental Mill and adjacent assets (the "Intercontinental Mill Assets") along with either a long-term fibre supply agreement for the fibre supplied by Canfor Corp or the Prince George Sawmill. The Special Committee directed Stifel to undertake a financial analysis of a strategic divestiture of only the Intercontinental Mill Assets to determine if such a divestiture could be superior to a sale of the entire Company.

On November 13, 2025, the Special Committee convened to receive Stifel's preliminary valuation and financial analysis of the Company with respect to the Second Canfor Corp Proposal. Stifel provided a summary on its views of the Proposed Second Purchase Price relative to Stifel's preliminary valuation of the Company and noted that the Proposed Second Purchase Price was within the range of its preliminary valuation analysis. The Special Committee and management highlighted several specific assumptions, including the cost of debt, NBSK prices and weighted average cost of capital, which they believed should be revisited to better reflect management's current view of the long-term forecast period.

Following that meeting, the Special Committee directed management to conduct a further review of the forecast assumptions used by Stifel and to determine if any updates were required to the forecast assumptions used in Stifel's preliminary valuation and financial analysis of the Company. Stifel also provided an update to the Special Committee on further discussions had with the Proposed Third Party Acquirer with respect to a potential transaction and the Special Committee directed Stifel to continue engaging with the Proposed Third Party Acquirer. With the assistance of Stifel, as part of its review of the terms of the Second Canfor Corp Proposal, the Special Committee endeavoured to consider all strategic alternatives available to the Company with a reasonable prospect of implementation to determine which strategic alternative (including maintaining the status quo) was in the best interests of the Company.

On November 14, 2025, upon satisfactory negotiation of the fees and scope of work, the Company executed the engagement letter with Stifel.

On November 18, 2025, the Special Committee convened to receive Stifel's presentation on its review of strategic alternatives reasonably available to the Company. Stifel reviewed with the Special Committee each of the following strategic alternatives: (i) the Second Canfor Corp Proposal, (ii) a recapitalization by refinancing debt (either with the Company's existing lenders or an alternative credit solution), (iii) a recapitalization through an equity raise (either by a rights offering, a public offering or a private placement), (iv) an asset divestiture (in particular the strategic divestiture of the Intercontinental Pulp Mill Assets), or (v) an insolvency proceeding. Stifel discussed with the Special Committee the relevant considerations for each alternative, including timing and likelihood of implementation, within the context of Company's current liquidity needs (including compliance with the financial covenants in the Company's operating loan facility). Stifel's analysis concluded that, given the significant operational and economic challenges faced by the Company, there were limited strategic alternatives available to the Company, that the status quo was not a viable alternative, and the Company should expeditiously move forward with the Second Canfor Corp Proposal. Upon discussion with its legal and financial advisors and consideration of Stifel's review of strategic alternatives and its preliminary valuation and financial analysis of the Company with respect to the Second Canfor Corp Proposal, the Special Committee directed Stifel to re-engage with the Proposed Third Party Acquirer to determine if it would submit a proposal for the purchase of only the Intercontinental Pulp Mill Assets that could be a viable strategic alternative to the Second Canfor Corp Proposal. The Special Committee also determined it would engage with Canfor Corp regarding a potential increase to the Proposed Second Purchase Price.

On the morning of November 19, 2025, representatives of Stifel discussed with the Proposed Third Party Acquirer whether it would be willing to submit a proposal for the purchase of just the Intercontinental Pulp Mill Assets that could be a viable strategic alternative for the Company. The Proposed Third Party Acquirer advised that it would not submit such a proposal and did not submit any offer with respect to a potential transaction with the Company.

Later on November 19, 2025, Mr. Mayr, as the Chair of the Special Committee, on behalf of the Company, spoke with Mr. Dallas Ross, the Chair of the Canfor Corp Special Committee, on behalf of Canfor Corp, regarding a potential increase to the Proposed Second Purchase Price. After conferring with the Canfor Corp Special Committee, Mr. Ross advised that Canfor Corp was not agreeable to increasing the Proposed Second Purchase Price because of the erosion of liquidity, the increased debt load, and the proposed consideration already offered a premium above the Company's current trading price.

On November 21, 2025, Mr. Elliott requested a meeting with certain significant shareholders of the Company to obtain their support for the Second Canfor Corp Proposal. One of the significant shareholders met with Mr. Mayr, Mr. Armstrong and a representative of Stifel, and advised that it would support the Second Canfor Corp Proposal and would enter into the Support Agreement concurrently with the Arrangement Agreement. Certain of the significant shareholders declined to meet without receiving any information regarding the Second Canfor Corp Proposal. The Canfor Corp Special Committee determined to proceed with negotiating a definitive agreement for the Second Canfor Corp Proposal despite not being able to obtain the support of all of the significant shareholders of the Company.

During the period from November 21, 2025 to December 2, 2025, Osler, on behalf of the Company, negotiated the terms of the proposed Arrangement Agreement with Lawson, on behalf of Canfor Corp, as well as the terms for the Support Agreement.

On December 2, 2025, the Special Committee convened and the Special Committee determined that it would be appropriate to move forward with the Second Canfor Corp Proposal and call a meeting of the Special Committee and the Board for the following day to consider the proposed Arrangement, as the Special Committee and Canfor Corp Special Committee had substantially negotiated the terms for the proposed Arrangement Agreement. Stifel also provided the Special Committee with an update on its preliminary valuation and financial analysis of the Company.

Throughout the last fiscal quarter of 2025, management had been in discussions and negotiations with its lenders for a waiver of certain of its financial covenants for the fiscal quarter ending December 31, 2025 under its existing operating loan facility. In the late afternoon of December 2, 2025, upon agreement with the lenders, the Company announced an amendment to its existing operating loan facility whereby the Company granted security in favour of the lenders and obtained such waiver for the fiscal quarter ending December 31, 2025.

Executing the Arrangement Agreement (December 3, 2025)

In the afternoon on December 3, 2025, after the close of markets, the Special Committee convened. The Special Committee received the oral Formal Valuation, which provided that, 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 was in the range of $0.08 per Common Share to $0.52 per Common Share. The Special Committee then received the oral Fairness Opinion, which provided that, as at December 3, 2025, and 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). Both the Formal Valuation and Fairness Opinion were subsequently confirmed in writing. The Special Committee also received legal advice from its legal counsel on the duties and responsibilities of the directors in the context of the proposed Arrangement. The Special Committee then reviewed the final terms of the proposed Arrangement Agreement, Support Agreement and related documentation. After careful consideration of the terms and conditions of the Arrangement, the Formal Valuation and Fairness Opinion, the advice of the Special Committee's financial and legal advisors, and a number of other factors, the Special Committee determined that the Arrangement is in the best interests of the Company and fair to Shareholders (other than the Purchaser and its Affiliates) and that it would recommend that the Board (i) approve the Arrangement Agreement and (ii) make a recommendation to the Shareholders that the Shareholders vote for the Arrangement.

In the afternoon on December 3, 2025, following the Special Committee meeting, the Board convened. The Chair of the Special Committee provided a summary of the process and procedures undertaken by the Special Committee in arriving at its recommendation to the Board. Mr. John Baird, Mr. Dieter W. Jentsch, Ms. Susan Yurkovich and Ms. Sandra Stuart then recused themselves from the meeting and abstained from voting in respect of any matter relating to the Arrangement because each is also a director with Canfor Corp. After careful consideration of the terms and conditions of the Arrangement, the advice of the Board's financial and legal advisors, the recommendations of the Special Committee, and a number of other factors, the Board determined that the Arrangement was 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 entering into by the Company of the Arrangement Agreement and recommending that Shareholders vote for the Arrangement Resolution.

In the late afternoon of December 3, 2025, the Arrangement Agreement was executed and delivered by the Company and Canfor Corp, following which the Company and Canfor Corp issued a joint news release announcing the entering into of the Arrangement Agreement and the proposed Arrangement.

Under the terms of the Arrangement Agreement, the Go-Shop Period commenced on December 3, 2025 and continued until January 19, 2026. During the Go-Shop Period, Canfor Pulp was permitted to actively solicit, evaluate and enter into negotiations with third parties that expressed an interest in acquiring Canfor Pulp. Stifel contacted 15 third parties for a potential transaction with the Company. During the Go-Shop Period, Stifel also met with the Special Committee and its legal advisors to discuss the process and procedures taken during the Go-Shop Period, to provide updates on Stifel’s outreach efforts and to seek the Special Committee’s input. Canfor Pulp did not receive any Acquisition Proposals during the Go-Shop Period.

Recommendation of the Special Committee

Prior to entering into the Arrangement Agreement, the Board established the Special Committee, comprised of independent directors, Norm Mayr (Chair) and Craig Armstrong, each of whom is independent for the purposes of MI 61-101, to consider the Arrangement, as well as to consider alternatives to the Arrangement, to supervise the preparation of the Formal Valuation and the Fairness Opinion, to directly conduct the negotiation and/or supervise the negotiation of the Arrangement Agreement and to, among other things, report and make recommendations to the Board with respect to the Arrangement.

Recommendation of the Board

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 recusals referred to 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 Recommendations

The following includes forward-looking information and readers are cautioned that actual results may vary. See “Forward-Looking Statements” and “Risk Factors”.

Information and Factors Considered by the Special Committee

In determining that the Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates) and recommending that the Board approve the Arrangement Agreement and recommend to Shareholders that they vote in favour of the Arrangement Resolution, the Special Committee undertook a thorough review of, and carefully considered, the terms of the Arrangement, the Fairness Opinion and Formal Valuation, the advice of its financial and legal advisors and 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 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.
Special Committee Oversight. The Special Committee comprised solely of independent directors, advised by experienced and qualified financial and legal advisors, oversaw the process relating to and reviewed and considered, and directly participated in the negotiation of, the Arrangement Agreement. The Special Committee met regularly with its advisors throughout the process. The terms and conditions of the Arrangement Agreement are, in the judgment of the Special Committee following consultation with its advisors, reasonable and were the result of extensive, good faith negotiations between Canfor Pulp and Canfor Corp and their respective advisors.
Certainty of Cash Consideration. The option to receive Cash Consideration for their Canfor Pulp Shares provides the 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 Canfor Corp and Canfor Pulp (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, 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 to $0.52 per Common Share. 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).
Support of Significant Shareholder. The Voting Agreement was executed by the Supporting Shareholder.
Review of Strategic Alternatives and Canfor Pulp’s Business, Operational and Industry Risks. Canfor Pulp, with the assistance of its financial and legal advisors and management, has reviewed and considered various strategic alternatives over several years, which included a broad market outreach to over 40 prospective third parties with respect to a potential transaction with the Company. During such time, multiple parties were given access to due diligence materials and were afforded the opportunity to conduct extensive due diligence. None of the strategic alternatives considered resulted in a definitive agreement with respect to a potential transaction for the Company. The Special Committee also 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 the Company and the ability of the Company to obtain adequate financing sources, including in light of its current debt levels and compliance with the financial covenants in the Company’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 the Company, (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. See “Background to the Arrangement”.

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 which expired on January 19, 2026, during which Canfor Pulp was permitted to actively solicit, evaluate and enter into negotiations with third parties that expressed an interest in acquiring Canfor Pulp.
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 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 third party with respect to such Superior Proposal (provided the board of directors of Canfor Corp, upon recommendation from the special committee of Canfor Corp, has determined such Superior Proposal is in the best interests of Canfor Corp).
Low Termination Fee. The termination fee payable by Canfor Pulp to Canfor Corp in the event that Canfor Pulp enters into a Superior Proposal with a third party is $500,000 which is significantly less than market standards for a transaction of this nature. In the view of the Special Committee, this termination fee would not preclude a third party from potentially making a Superior Proposal to Canfor Pulp.

The Special Committee also considered a variety of risks and other potentially negative aspects in its deliberations concerning the Arrangement, including:

Risks to Canfor Pulp of Non-Completion. There are risks to Canfor Pulp if the Arrangement is not completed, including costs incurred in proceeding towards completion of the Arrangement and the diversion of management’s attention away from the conduct of the Company’s business in the ordinary course and the potential impact on the Company’s current business relationships. As noted under “Review of Strategic Alternatives and Canfor Pulp’s Business, Operational and Industry Risks” above, there are significant uncertainties which will remain for the business, operations, assets, financial condition, operating results and prospects of Canfor Pulp, including the challenges broadly affecting the pulp industry, which would remain unaddressed and with no clear and timely alternative path for Canfor Pulp.
Conditions to the Arrangement Becoming Effective. The conditions to the obligations of the Purchaser to complete the Arrangement and the right of the Purchaser to terminate the Arrangement Agreement under limited circumstances. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.
Non-Solicitation and Termination Fee. The limitations contained in the Arrangement Agreement on the Company’s ability to solicit additional interest from third parties following the expiry of the Go-Shop Period, as well as the fact that, if the Arrangement Agreement is terminated in certain circumstances, Canfor Pulp must pay the Termination Fee.

account the advice of the Special Committee’s financial, legal and other advisors. Individual members of the Special Committee may have assigned different weights to different factors.

Information and Factors Considered by the Board

In determining that the Arrangement is in the best interests of Canfor Pulp and fair to Shareholders (other than the Purchaser and its affiliates), approving the Arrangement and the entering into by the Company of the Arrangement Agreement, and recommending that Shareholders vote for the Arrangement Resolution, the Board (subject to the recusals referred to below) carefully considered the terms of the Arrangement, received the advice of its financial and legal advisors and considered a number of factors, including the factors listed above by the Special Committee (which are expressly endorsed by the Board), and the recommendation of the Special Committee. In view of the variety of factors, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination, approval and recommendation. The Board’s determination, approval and recommendation are based upon the totality of the information presented and considered by it. The determination, approval and recommendation of the Board were made after consideration of the factors noted above, other factors and in light of the Board’s knowledge of the business, operations, assets, financial condition, operating results and prospects of the Company and taking into account the advice of the Company’s financial, legal and other advisors. Individual members of the Board may have assigned different weights to different factors.

Fairness Opinion and Formal Valuation

The following is a summary of the Fairness Opinion and the Formal Valuation with respect to the Arrangement. This summary is qualified in its entirety by, and should be read in conjunction with, the full texts of the Fairness Opinion and the Formal Valuation which are attached as Appendix “E” and Appendix “F”, respectively, and incorporated by reference into this Circular.

The full texts of the Fairness Opinion and the Formal Valuation describes, among other things, the assumptions made, procedures followed, scope of review, matters considered and limitations and qualifications on the review undertaken by Stifel. Shareholders are encouraged to carefully read the Fairness Opinion and the Formal Valuation in their entirety.

The Fairness Opinion and the Formal Valuation were provided for the sole use of the Special Committee and may not be used by any other person or relied upon by any other person other than the Special Committee, or used for any other purpose, without the express prior written consent of Stifel. The Fairness Opinion and the Formal Valuation are not intended to be, and do not constitute, a recommendation to any Shareholder as to whether or how such holder should vote in respect of the Arrangement Resolution or whether to take any other action with respect to the Arrangement or the Common Shares.

Engagement of Stifel

Stifel was formally engaged by the Special Committee through the Stifel Engagement Agreement on November 14, 2025. The terms of the Stifel Engagement Agreement provide for payment to Stifel of a retainer in the amount of US$250,000 and a fixed fee of US$1,000,000 upon delivery of the Fairness Opinion and the Formal Valuation in accordance with MI 61-101, orally or in writing following a written request by the Special Committee for delivery of the Fairness Opinion and the Formal Valuation. No fees payable to Stifel under the Stifel Engagement Agreement are contingent upon the conclusions reached by Stifel in the Fairness Opinion and the Formal Valuation or in any subsequent fairness opinion or formal valuation, or the completion of the Arrangement. Stifel is also to be reimbursed for its reasonable out-of-pocket expenses, including fees paid to its legal counsel in respect of advice rendered to Stifel in carrying out its obligations under the Stifel Engagement Agreement, and is to be indemnified by the Company in certain circumstances. Stifel has advised that the fees payable to Stifel pursuant to the Stifel Engagement Letter are not financially material to Stifel. No understandings or agreements exist between Stifel and the Company or the Purchaser with respect to future financial advisory or investment banking business.

Credentials of Stifel

Stifel is a wholly-owned subsidiary of Stifel Financial Corp., which is a publicly traded financial services firm listed on the New York Stock Exchange with offices in Toronto, Vancouver and Montreal, Canada, in New York, St. Louis, Dallas, San Francisco, Washington D.C., Houston and Miami, U.S.A., in London, England, in Frankfurt and Munich, Germany, in Milan, Italy, in Madrid, Spain and in Geneva and Zurich, Switzerland. Stifel is a leading independent Canadian investment dealer focused on investment banking and institutional equities sales and trading for corporate clients and institutional investors. As part of its investment banking activities, Stifel is regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engaged in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel is not in the business of providing auditing services.

The opinions expressed in the Fairness Opinion and the Formal Valuation are the opinions of Stifel, based on the guidance and materials provided by management, and the form and content the Fairness Opinion and the Formal Valuation has been approved for release by a group of professionals of Stifel, each of whom is experienced in mergers, acquisitions, divestitures, fairness opinions and valuation matters.

Independence of Stifel

Neither Stifel, nor any of its affiliates is an "issuer insider", "associated entity" nor an "affiliated entity" (as those terms are defined in MI 61-101) of the Company, the Purchaser or any of their respective associates or affiliates or any other "interested parties" (as defined in MI 61-101) in connection with the Arrangement (collectively, "Interested Parties"). Stifel has not been engaged to provide any advisory services nor has it and any of its affiliates participated in any financing involving the Company, the Purchaser or any Interested Parties, within the past two years, other than the services provided under the Stifel Engagement Agreement, the November 2024 Engagement Letter and the July 2025 Engagement Letter (as discussed in "The Arrangement – Background to the Arrangement").

There are no understandings, agreements or commitments between Stifel and either the Company or the Purchaser or any Interested Parties with respect to any future business dealings. Stifel may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for the Company, the Purchaser or any Interested Parties. The compensation of Stifel under the Stifel Engagement Agreement does not depend in whole or in part on the conclusions reached in the Formal Valuation or the Fairness Opinion or the outcome of the Arrangement.

Scope of Review and Assumptions and Limitations

The scope of review, matters considered, reviews undertaken and assumptions, limitations, restrictions and other qualifications of the Fairness Opinion and the Formal Valuation are set forth in the full texts of the Fairness Opinion and the Formal Valuation attached as Appendix "E" and Appendix "F", respectively. In particular, Stifel has assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by it from public sources, or provided to it by the Company or its affiliates, associates or advisors, or otherwise obtained by it pursuant to its engagement, including historical data, operating metrics, and future forecasts of the Company, the audited consolidated financial statements and the reports of the auditors thereon, as well as the unaudited interim financial statements and internal financial results of the Company, as further described in the full texts of the Fairness Opinion and the Formal Valuation attached as Appendix "E" and Appendix "F", respectively.

With respect to the historical financial data, operating and financial forecasts and budgets provided to it concerning the Company and its business and relied upon in its financial analyses, Stifel has assumed, subject to its professional judgment, that such information was reasonably prepared on the basis reflecting the reasonable assumptions, best available estimates and judgments of management of the Company in regard to the Company's business, plans, taxation levels, financial condition and prospects of the Company.

Approach to Value

For purposes of the Formal Valuation and in accordance with MI 61-101, "fair market value" means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm's length with the other and under no compulsion to act. In accordance with MI 61-

101, Stifel has not made any downward adjustment to the fair market value of the Common Shares to reflect the liquidity of the Common Shares, the effect of the Arrangement on the Common Shares, or the fact that the Common Shares held by Minority Shareholders do not form part of a controlling interest.

The Formal Valuation provides a conclusion on a per Common Share basis with respect to Canfor Pulp’s “en bloc” value, being the price at which all of the Common Shares could be sold to one or more buyers in a single transaction or series of transactions. Stifel did not consider whether any synergies will accrue to the Purchaser as a consequence of the completion of the Arrangement.

In determining the fair market value of the Common Shares, Stifel applied three principal valuation methodologies: (a) a discounted cash flow analysis (“DCF Analysis”); (b) a comparable companies trading analysis (“Comparable Trading Analysis”); and (c) a comparable precedent transactions analysis (“Precedent Transactions Analysis”). Stifel also approached its analysis using a number of secondary techniques including analyst price targets, and historical trading analysis, but did not rely on these methods to arrive at its conclusion regarding the fair market value of the Common Shares as when applying its judgment and experience.

In its DCF Analysis, Stifel discounted to December 1, 2025, both the present value of the projected unlevered after-tax free cash flows and the terminal value determined at the end of the forecast period based on a terminal exit multiple methodology. With respect to the Comparable Trading Analysis, Stifel reviewed the trading metrics of a number of publicly traded pulp companies based in North America believed to be the most comparable to Canfor Pulp. In conducting its Precedent Transactions Analysis, Stifel reviewed a number of precedent transactions based in North America to determine its group of comparable precedent transaction.

In arriving at an opinion of fair market value for the Common Shares, Stifel did not attributed any particular weight to any specific factor but made qualitative and quantitative judgments based on experience in rendering such opinions and on circumstances then prevailing as to the significant and relevance of each factor.

Valuation Conclusion

The Formal Valuation contained Stifel’s opinion that, 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 was in the range of $0.08 per Common Share to $0.52 per Common Share.

Approach to Fairness

In connection with Stifel’s engagement as independent valuator, the Special Committee requested that Stifel evaluate the fairness from a financial point of view of the Consideration to the Shareholders (other than the Purchaser and its affiliates). Stifel’s assessment of the fairness of the Consideration to be paid by the Purchaser for the Common Shares pursuant to the Arrangement, from a financial point of view, was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as of the date of the Fairness Opinion, and the conditions and prospects, financial and otherwise, of the Company and its respective subsidiaries, as they are reflected in the financial and other information, data, advice, opinions and representations obtained by it from public sources, or provided to it by the Company or its affiliates, associates or advisors, or otherwise obtained by it pursuant to its engagement and as they have been represented to Stifel in discussions with the management and employees of the Company and its advisors.

Fairness Opinion

The Fairness Opinion contained Stifel’s opinion that, as at December 3, 2025, and 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).

Prior Valuations

To the knowledge of the Company or any of the directors or senior officers of the Company, after reasonable inquiry, there has been no “prior valuation” (as defined in MI 61-101) of the Company, its Common Shares or its material assets in the 24 months prior to the date of this Circular.

Prior Offers

Except as disclosed herein, there have been no bona fide prior offers that relate to the subject matter of or are otherwise relevant to the Arrangement that were received by the Company in the 24 months prior to December 3, 2025, the date of the Arrangement Agreement. See “The Arrangement – Background to the Arrangement”.

Voting Agreement

The Supporting Shareholder has entered into the Voting 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. As of the Record Date, the Supporting Shareholder held a total of 2,851,556 Common Shares, representing approximately 4.4% of the outstanding Common Shares.

The following summarizes certain material provisions of the Voting Agreement. This summary may not contain all of the information about the Voting Agreement that may be important to Shareholders and is qualified in its entirety by reference to the Voting Agreement, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Covenants of the Supporting Shareholder

The Supporting Shareholder has agreed, subject to the terms of the Voting Agreement, among other things, that from December 3, 2025 until the termination of the Voting Agreement in accordance with its terms (the “Expiry Time”), the Supporting Shareholder will not, without having first obtained the prior written consent of the Purchaser:

(a) directly or indirectly sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Common Shares held by the Supporting Shareholder, including any Common Shares acquired after the date of the Voting Agreement (the “Subject Securities”) or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement; provided, however, that Supporting Shareholder shall be permitted, without consent of the Purchaser, to transfer Subject Securities (i) to an affiliate of Supporting Shareholder, if, and as a pre-condition to any such transfer, the transferee has agreed in form and on terms satisfactory to Purchaser, acting reasonably, to become bound by the Voting Agreement in the same manner as Supporting Shareholder, or (ii) as may be required to permit Supporting Shareholder to fund withdrawal requests received by the Supporting Shareholder from one or more of its clients, as necessary in order to rebalance a client’s portfolio, or upon a client’s request, to implement a new investment strategy;

(b) other than as set forth in the Voting Agreement, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or

(c) requisition or join in the requisition of any meeting of any of the Shareholders for the purpose of considering any resolution.

The Supporting Shareholder has agreed, from December 3, 2025 until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities:

(a) at any meeting of any of the Shareholders at which the Subject Securities are entitled to vote and in any action by written consent of the Shareholders, in favour of the approval, consent, ratification and adoption of the Arrangement and any actions required for the consummation of the Arrangement, including any resolutions of Shareholders;

(b) against any merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving the Company or any of the Company’s Subsidiaries that requires the approval of Shareholders, and

any proposed action by the Company, any of the Company’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; and

(c) against any proposed action by the Company, any of the Company’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement.

The Supporting Shareholder has agreed that in the event that any transaction for the proposed acquisition of at least 20% of the Common Shares, where such transaction requires the approval of the Shareholders, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, Shareholders, whether or not it may be recommended by the Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities.

Until the Expiry Time, the Supporting Shareholder will not, and will ensure that its subsidiaries do not, directly or indirectly, through any representative or otherwise:

(a) solicit proxies or become a participant in a solicitation in opposition to or competition with Purchaser’s proposed purchase of the Common Shares;

(b) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Purchaser’s proposed purchase of the Common Shares;

(c) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with Purchaser’s proposed purchase of the Common Shares pursuant to the Arrangement;

(d) solicit, initiate, encourage or otherwise facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Competing Proposal;

(e) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Competing Proposal;

(f) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Competing Proposal;

(g) accept or enter into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Competing Proposal or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to, a Competing Proposal; or

(h) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

In addition to the foregoing, the Supporting Shareholder has agreed to, and cause each of its subsidiaries and representatives to, immediately cease and terminate, any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Purchaser and its affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Competing Proposal.

The Supporting Shareholder will not exercise any dissent rights in respect of the Arrangement; (ii) contest in any way the approval of the Arrangement by any governmental entity; or (iii) take any other action of any kind, in each case, which would reasonably be regarded as likely to reduce the success of, or materially delay or interfere with the completion of, the Arrangement.

Termination of the Voting Agreement

The Voting Agreement will terminate on the earliest to occur of:

(a) the mutual written agreement of the Supporting Shareholder and the Purchaser;
(b) written notice from Purchaser to the Supporting Shareholder;
(c) written notice by the Supporting Shareholder to the Purchaser if:
(i) without the prior written consent of the Supporting Shareholder there is any decrease in the amount of Consideration pursuant to the Arrangement or there is any change in the form of Consideration pursuant to the Arrangement; or
(ii) Purchaser has not complied in any material respect with its covenants contained herein (and such default is not curable or, if curable, following written notice to Purchaser by the Supporting Shareholder of such non-compliance and provided such default is not cured within 15 days of that notice);
(d) the public announcement of a Competing Proposal that provides for the acquisition of 100% of the Common Shares or all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis for consideration that is more favourable to the Supporting Shareholder, from a financial point of view, than the Consideration;
(e) the day following the date on which the Required Shareholder Approvals are received;
(f) automatically, if the Purchaser acquires the Subject Securities pursuant to the completion of the Arrangement;
(g) the Outside Date; and
(h) the termination of the Arrangement Agreement in accordance with its terms.

Plan of Arrangement

The following description is a summary of the Plan of Arrangement and is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix "B" to this Circular.

At the Effective Time, the following shall occur and shall be deemed to occur consecutively two (2) minutes apart in the following order, without any further authorization, act or formality:

(i) such Dissenting Shareholders will cease to be the holders of such Common Shares so transferred and to have any rights as holders of such Common Shares other than the right to be paid by the Purchaser the amount determined in accordance with the Plan of Arrangement;
(ii) the name of each such Dissenting Shareholder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to each Common Share so transferred; and
(iii) the Purchaser will be, and be deemed to be, the transferee of each such Common Share (free and clear of all Liens) and will become the sole legal and beneficial holder of each Common Share so transferred and will be added to the register of holders of Common Shares;

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to the Common Share so transferred;

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Company as it relates to the Common Share so transferred; and

Effect of the Arrangement

On completion of the Arrangement, the Purchaser and its affiliates will hold all Common Shares and the Company will be an indirect wholly owned subsidiary of the Purchaser.

Effective Date of the Arrangement

If the Arrangement Resolution is passed with the Required Shareholder Approval, the Final Order is obtained, all requirements of the BCBCA relating to the Arrangement is compiled with and all other conditions discussed below under the heading "The Arrangement Agreement – Conditions to the Arrangement Becoming Effective" are satisfied or waived, the Arrangement will become effective on the Effective Date.

Exchange of Shares

Election Mechanics

With respect to the exchange of Common Shares effected pursuant to the Arrangement, each Shareholder (other than the Purchaser and its affiliates) who is not a Dissenting Shareholder may elect to receive either: (i) Cash Consideration in respect of each Common Share held by such Shareholder (such election being a “Cash Election”); or (ii) Share Consideration in respect of each Common Share held by such Shareholder (such election being a “Share Election”). For avoidance of doubt, a Shareholder entitled to make an election as to the form of Consideration to be received under the Arrangement may either make: (i) the Cash Election in respect of all Common Shares held by such Shareholder, or (ii) the Share Election in respect of all of the Common Shares held by such Shareholder. In order to make either the Cash Election or the Share Election, each electing Registered Shareholder (other than the Purchaser and its affiliates) who is not a Dissenting Shareholder must deposit with the Depositary, prior to the Election Deadline, a duly completed and executed Letter of Transmittal and Election Form indicating such Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with any certificate(s) or DRS Advice(s) representing the Common Shares held by such Shareholder and such additional documents and instruments as the Depositary or the Purchaser may reasonably require.

For the avoidance of doubt, any Shareholder, other than the Purchaser and its affiliates, who (i) does not make a valid Cash Election or Share Election prior to the Election Deadline, or (ii) exercises Dissent Rights but, for any reason, is not ultimately determined to be entitled to be paid the fair value of his, her or its Common Shares, shall, in each case, be deemed to have made a Cash Election to receive only the Cash Consideration.

Letter of Transmittal and Election Form

Registered Shareholders will have received a Letter of Transmittal and Election Form with this Circular. In order to receive the Consideration, such Shareholders (other than the Dissenting Shareholders and the Purchaser and its affiliates) must complete and sign the Letter of Transmittal and Election Form enclosed with this Circular and deliver it and the other documents required by it, including the physical certificate(s) or DRS Advice(s) representing the Common Shares held by them, to the Depositary by the Election Deadline in accordance with the instructions contained in the Letter of Transmittal and Election Form. Non-Registered Shareholders must contact their Intermediary for instructions and assistance in receiving the Consideration for their Common Shares.

The Letter of Transmittal and Election Form contains procedural information relating to the Arrangement and should be reviewed carefully. Registered Shareholders (other than the Dissenting Shareholders) can obtain additional copies of the Letter of Transmittal and Election Form by contacting the Depositary at 1-800-387-0825 (Toll free in North America) or 416-682-3860, or by e-mail at [email protected]. The Letter of Transmittal and Election Form are also available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The method used to deliver the Letter of Transmittal, Election Form and any accompanying certificate(s) or DRS Advice(s) representing Common Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company and the Purchaser recommend that the necessary documentation be hand delivered to the Depositary, and a receipt obtained therefor; otherwise the use of registered mail with an acknowledgment of receipt requested, and with proper insurance obtained, is recommended.

Exchange Procedure

On and after the Effective Date, each Former Shareholder (other than a Dissenting Shareholder) who has surrendered to the Depositary certificate(s) or DRS Advice(s) representing one or more outstanding Common Shares shall, following completion of the transactions described above under the heading “The Arrangement – Plan of Arrangement”, be entitled to receive, and the Depositary shall deliver to such Former Shareholder as soon as

practicable following the Effective Time, in the case of Share Elections, the certificate(s) or DRS Advice(s) representing Purchaser Shares, as applicable, and in the case of Cash Elections, a cheque or wire representing the Cash Consideration, as applicable, pursuant to the Letter of Transmittal and Election Form, that such Former Shareholder is entitled to receive in accordance with the terms of the Arrangement.

Upon surrender to the Depositary of a certificate or DRS Advice that, immediately before the Effective Time, represented one or more outstanding Common Shares that were exchanged for the Consideration in accordance with the terms of the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the Common Shares formerly represented by such certificate or DRS Advice under the terms of such certificate or DRS Advice, the BCBCA or the Articles and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or DRS Advice will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, the Consideration Shares that such holder is entitled to receive in accordance with the terms of the Arrangement.

After the Effective Time and until surrendered, each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Common Shares following completion of the transactions described above under the heading "The Arrangement – Plan of Arrangement", shall be deemed at all times to: (i) represent only the right to receive in exchange therefor the Consideration that the holder of such certificate or DRS Advice is entitled to receive in accordance with the terms of the Arrangement, less any amounts withheld as provided under the Plan of Arrangement; or (ii) in the case of Registered Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Common Shares, less any amounts withheld as provided under the Plan of Arrangement. Any Shareholder, other than the Purchaser and its affiliates, who does not make a valid Cash Election or Share Election prior to the Election Deadline shall, in each case, be deemed to have made a Cash Election to receive only the Cash Consideration.

If you are a Non-Registered Shareholder and hold your Common Shares through an Intermediary, you should contact your Intermediary for instructions on making a Share Election or Cash Election, which may require an election by an earlier date and time. The Consideration you are entitled to receive will be delivered to your Intermediary through procedures in place for such purposes between TSX Trust or similar entities and such Intermediaries. A Non-Registered Shareholder whose Common Shares are held through an Intermediary and are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Common Shares.

No dividend or other distribution declared or made after the Effective Time with respect to Purchaser Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Common Shares unless and until the holder of such certificate or DRS Advice has complied with the provisions of the Arrangement as described in the foregoing paragraphs under the heading "Exchange Procedure" or under the heading "Lost Certificates or DRS Advices". Subject to applicable Law and to applicable withholding rights, at the time of such compliance, there will, in addition to the delivery of Consideration to which such holder is entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time that such holder is entitled with respect to such Purchaser Shares.

DRS Advice

Where Common Shares are evidenced only by a DRS Advice, there is no requirement to first obtain a certificate for those Common Shares or deposit with the Depositary any Common Share certificate evidencing Common Shares. If you are a Registered Shareholder holding Common Shares evidenced by a DRS Advice, only a properly completed and duly executed Letter of Transmittal and Election Form together with a copy of the DRS Advice is required to be delivered to the Depositary in order to surrender those Common Shares under the Arrangement. The Company and the Purchaser reserves the right if they so elect in their absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and Election Form received by the Depositary.

A Non-Registered Shareholder whose Common Shares are held through an Intermediary and are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Common Shares.

Lost Certificates or DRS Advices

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were exchanged for Consideration pursuant to the Plan of Arrangement, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and providing any other required documents, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate the Consideration payable and deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal and Election Form. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration is to be paid and delivered shall as a condition precedent to the payment and delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser, the Company and the Depositary in a manner satisfactory to the Purchaser (acting reasonably), against any claim that may be made against the Purchaser, the Company or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

If a DRS Advice representing Common Shares has been lost, stolen or destroyed, the holder can request a copy of the DRS Advice by contacting TSX Trust by phone: 1-800-387-0825 (Toll free in North America) or 416-682-3860, with no bond indemnity required and such copy of the DRS Advice should be deposited with the Letter of Transmittal and Election Form.

Extinction of Rights

If any Registered Shareholder fails to deliver to the Depositary, the certificate(s) or DRS Advice(s), documents or instruments required to be delivered to the Depositary in the manner described in this Circular before the sixth (6th) anniversary of the Effective Date, then on such date, any such certificate or DRS Advice will cease to represent a claim by or interest of any Former Shareholder of any kind or nature against or in the Company or the Purchaser. On such anniversary date, all certificate(s) and DRS Advice(s) representing Common Shares will be deemed to have been surrendered to the Purchaser and all Consideration to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, will be deemed to have been surrendered to the Purchaser or any successor thereof for no consideration. Neither the Company nor the Purchaser, nor any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such Former Shareholder) which is forfeited to the Company or the Purchaser or paid or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

No Fractional Shares to be Issued

No fractional Purchaser Shares shall be issued to Shareholders. The number of Purchaser Shares to be issued to Former Shareholders (if any) will be rounded down to the nearest whole Purchaser Share.

Rounding of Cash

Withholding Rights

The Company, the Depositary and the Purchaser, as the case may be, will be entitled to deduct or withhold from any amounts contemplated to be payable to any Shareholder under the Plan of Arrangement such amounts as are required to be deducted or withheld with respect to such payment under the Tax Act or any other provision of federal, provincial, territorial, state, local or foreign tax Law, in each case, as amended or succeeded, or the administrative practice of the relevant Governmental Entity administering such Law, and subject to the provisions of any applicable income tax treaty, and will remit or cause to be remitted the amount so deducted or withheld to the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes as having been paid to the recipient of the payment in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted in accordance with applicable Law to the appropriate taxing authority. To the extent any amount is required or permitted to be deducted or withheld from any payment of Share Consideration to a Shareholder, the Purchaser, the Company and the

Depositary are authorized to sell or otherwise dispose of such portion of Purchaser Shares otherwise issuable to such holder (if any) as is necessary to provide sufficient funds to the Purchaser, the Company or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Purchaser, the Company or the Depositary shall notify the holder thereof (including the gross and net proceeds and any adjustments thereto) and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority, and shall remit to such holder any unapplied balance of the proceeds of such sale. The Purchaser and the Depositary shall not be obligated to seek or obtain a minimum price for any of the Purchaser Shares sold or disposed of by it, nor shall the Purchaser or the Depositary be liable for any loss arising out of any such sale or disposition.

Effects of the Arrangement on Shareholders' Rights

Shareholders receiving Purchaser Shares under the Arrangement will become shareholders of the Purchaser. The Purchaser is a corporation incorporated under the laws of the BCBCA, and the Purchaser Shares are listed on the TSX under the symbol "CFP".

Interests of Certain Persons in the Arrangement

The Arrangement constitutes a "business combination" under MI 61-101. The Purchaser, through its wholly-owned subsidiary Canadian Forest Products Ltd., owns 35,776,483 Common Shares as of the Record Date, representing approximately 54.8% of the outstanding Common Shares. See "The Arrangement – Required Shareholder Approval of the Arrangement – Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions".

To the knowledge of the Company, after reasonable enquiry, the following table indicates, as at the Record Date, the number of securities of Canfor Pulp beneficially owned, directly or indirectly, or over which control or direction is exercised, by each director and senior officer of Canfor Pulp and their respective associates and affiliates.

Name of Shareholder	Relationship with Canfor Pulp	Number of Common Shares Held(1)
Craig Armstrong	Director	Nil
The Hon. John R. Baird	Director	2,000
Dieter W. Jentsch	Director	Nil
Norm Mayr	Director	Nil
Sandra Stuart	Director	Nil
Susan Yurkovich	Director	Nil
Stephen Mackie	President and Chief Executive Officer	Nil
Patrick Elliott	Chief Financial Officer and Corporate Secretary	Nil
Brian Yuen	Vice President, Pulp & Paper Sales and Marketing	583
Ross Lennox	Vice President, Operations	Nil

Note:

(1) The Common Shares held by directors and senior officers of Canfor Pulp represent in the aggregate approximately 0.004% of the outstanding Common Shares.

All of the Common Shares owned or controlled by such directors and senior officers of the Company will be treated in the same manner under the Arrangement as Common Shares held by any other Shareholder.

Required Shareholder Approval of the Arrangement

At the Company Meeting, pursuant to the Interim Order, Shareholders will be asked to approve the Arrangement Resolution. The complete text of the Arrangement Resolution to be presented to the Company Meeting is set forth in Appendix “A” to this Circular. Each Shareholder as at the Record Date will be entitled to vote on the Arrangement Resolution.

In order 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.

The Arrangement Resolution must receive the Required Shareholder Approval in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among security holders, generally requiring enhanced disclosure, approval by a majority of security holders excluding interested parties and/or, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of security holders without their consent.

A transaction such as the Arrangement constitutes a “business combination” for purposes of MI 61-101 if, among other things, at the time the Arrangement is agreed to, a “related party” of the Company, such as a director or senior officer or a 10% shareholder would, as a consequence of the Arrangement, directly or indirectly, acquire the Company or the business of the Company.

Since the Purchaser and its affiliates hold 35,776,483 Common Shares as of the Record Date, representing approximately 54.8% of the outstanding Common Shares, and the Purchaser is proposing to acquire all of the outstanding Common Shares other than the Common Shares already held by the Purchaser and its affiliates pursuant to the terms of the Arrangement Agreement, the Arrangement constitutes a “business combination” for the purposes of MI 61-101 and the Purchaser constitutes a “related party” and “interested party” for purposes of MI 61-101.

There are no change of control payments, severance payments and/or other benefits that the Company may become obligated to make to its senior officers or directors in connection with the completion of the Arrangement.

Minority Approval Requirements

MI 61-101 requires that, in addition to any other required securityholder approval, a business combination must be approved by a simple majority of the votes cast by “minority” securityholders of each class of affected securities (which in the case of the Company consists only of Common Shares), voting separately as a class. In relation to the Arrangement and for purposes of the Required Approval for the Arrangement, the “minority” securityholders of the Company are all Shareholders other than (i) the Purchaser and its affiliates; (ii) any other party that is an “interested party” in respect of the Arrangement; (iii) any party that is a “related party” of such interested party (subject to the exceptions noted in MI 61-101); and (iv) any other party that is a “joint actor” with any person referred to in (i) to (iii) in respect of the Arrangement, each as defined or as determined pursuant to MI 61-101 (the “Excluded Shareholders”).

Accordingly, the votes cast in respect of Common Shares that are beneficially owned by the Excluded Shareholders as at the Record Date, being: (i) the Purchaser and its affiliates (35,776,483 Common Shares); (ii) The Hon. John R. Baird, a director of the Purchaser and a Shareholder of the Company (2,000 Common Shares); (iii) Måns Johansson, a senior officer of the Purchaser and a Shareholder of the Company (108,000 Common Shares); and (iv) Mathew Parras, a senior officer of the Purchaser and a Shareholder of the Company (591 Common Shares) (collectively representing, in aggregate, approximately 55.01% of the outstanding Common Shares) will be excluded for the purpose of determining if the Arrangement Resolution has been approved by the Shareholders. The requirement to obtain the approval of the Shareholders other than the Excluded Shareholders is in addition to the requirement that the Arrangement Resolution must be approved by 66.2/3% of the votes cast at the Company Meeting by the Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote thereat.

Formal Valuation Requirements

MI 61-101 also provides that, unless an exemption is available, a reporting issuer proposing to carry out a business combination is required to obtain a formal valuation of the affected securities from a qualified independent valuator and to provide the holders of the “affected securities” (as defined in MI 61-101) with a summary of such valuation. For the purposes of the Arrangement, the Common Shares are considered “affected securities” within the meaning of MI 61-101.

The Special Committee determined that Stifel was a qualified independent valuator, selected Stifel, supervised the preparation of the Formal Valuation, and obtained the Formal Valuation from Stifel in accordance with MI 61-101. The Formal Valuation is attached to this Circular as Appendix “F”. See “The Arrangement – Fairness Opinion and Formal Valuation”.

Court Approval of the Arrangement

Interim Order

The Arrangement requires approval by the Court under Section 291 of the BCBCA. Prior to the mailing of this Circular, the Company obtained the Interim Order providing for the calling and holding of the Company Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached as Appendix “C” to this Circular.

Final Order

Subject to the approval of the Arrangement Resolution by Shareholders at the Company Meeting, the Company intends to make an application to the Court for the Final Order approving the Arrangement. The application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) March 11, 2026, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. A copy of the Notice of Hearing of Petition is set forth in Appendix “D” to this Circular.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. The Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, the Company or the Purchaser may determine not to proceed with the Arrangement. Prior to the hearing on the Final Order, the Court will be informed that the Final Order will also constitute the basis for the Consideration Shares to be issued under the Arrangement pursuant to the Section 3(a)(10) Exemption.

Pursuant to the Interim Order, any Shareholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Final Order must file and serve a Response to Petition by no later than 4:00 p.m. (Vancouver time) March 9, 2026, along with any other documents required, all as set out in the Interim Order and the Notice of Hearing of Petition, the text of which are set out in Appendices “C” and “D” to this Circular, respectively, and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order of the Court, only those persons having previously filed and served a Response to Petition will be given notice of the adjournment.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Hearing of Petition attached at Appendix “D” to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

The Consideration Shares to be issued pursuant to the Arrangement, have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and are being issued in reliance on the Section 3(a)(10) Exemption and similar exemptions under applicable securities laws of any state of the United States or “blue sky” laws. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares are approved by the Court as being procedurally and substantively fair to Shareholders, the Company and Purchaser intend to rely upon the Final Order of the Court approving the Arrangement as a basis for the Section 3(a)(10) Exemption for such issuance of the Consideration Shares pursuant to the Arrangement. See “The Arrangement – Regulatory and Securities Law Matters – United States Securities Law Matters”.

Dissenting Shareholders’ Rights

The following is a summary of the provisions of the BCBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court) relating to a Shareholder’s Dissent Rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Shareholder who seeks to exercise any Dissent Rights. This summary is qualified in its entirety by reference to the full text of Sections 237 to 247 of the BCBCA, which is attached as Appendix “I” to this Circular, as modified by the Plan of Arrangement, the Interim Order (which is attached at Appendix “C” to this Circular) and any other order of the Court. The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

The statutory provisions dealing with the right of dissent are technical and complex. Any Registered Shareholder seeking to exercise his, her or its Dissent Rights should seek independent legal advice, as failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of any right of dissent. Accordingly, each Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court) and consult a legal advisor.

Only Registered Shareholders as of the deadline for exercising such Dissent Rights may exercise Dissent Rights in respect of the Arrangement under Sections 237 to 247 of the BCBCA, as modified or supplemented by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court. Registered Shareholders who duly and validly exercise such Dissent Rights and who:

are ultimately entitled to be paid fair value for their Dissenting Shares (1) shall be deemed to not have participated in the Arrangement (other than as it relates to the treatment of Dissenting Shareholders); (2) shall be deemed to have transferred and assigned their Dissenting Shares to the Purchaser as of the Effective Time without any further act or formality and free and clear of all Liens; (3) will be entitled to be paid, in full satisfaction of such debt claim (subject to applicable withholdings), an amount equal to the fair value of such Dissenting Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted at the Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such registered holders not exercised their Dissent Rights in respect of such Common Shares; or
withdraw their Dissent Rights or who are ultimately not entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-Dissenting Shareholder and will receive the Cash Consideration on the same basis as every other non-Dissenting Shareholder;

but in no case will the Company, the Purchaser, the Depositary or any other person be required to recognize: (i) a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of

which such rights are sought to be exercised and (ii) a Dissenting Shareholder as a registered or beneficial holder of such Dissenting Shares after the Effective Time, and the names of such Dissenting Shareholders will be deleted from the register of the Company in respect of such Dissenting Shares as of the Effective Time. In addition to any other restrictions in the Interim Order or sections 237 to 247 of the BCBCA, Shareholders who vote, or who instruct a proxyholder to vote, Common Shares beneficially owned by them in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights with respect to any Common Shares beneficially owned by them and will be deemed to have not exercised Dissent Rights in respect of such Common Shares.

Pursuant to Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement, the Final Order and any other order of the Court, every Registered Shareholder as of the deadline for exercising Dissent Rights, who duly and validly dissents from the Arrangement Resolution in strict compliance with Section 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement, the Final Order and any other order of the Court, will be entitled to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder determined as at the point in time immediately before the passing of the Arrangement Resolution.

A Shareholder as of the deadline for exercising Dissent Rights, who wishes to dissent with respect to Common Shares of which the Shareholder is the beneficial owner must (i) dissent with respect to all of the Common Shares, if any, of which the person is both the registered holder and beneficial owner, and (ii) cause each Registered Shareholder of any Common Shares of which the person is a beneficial owner to dissent with respect to all of those Common Shares.

Persons who are Non-Registered Shareholders who wish to dissent with respect to their Common Shares should be aware that only Registered Shareholders are entitled to dissent with respect to their Common Shares until the deadline for exercising such Dissent Rights. Non-Registered Shareholders who wish to exercise Dissent Rights must arrange for the Registered Shareholder in whose name their Common Shares are registered to deliver a Notice of Dissent (as defined below) on their behalf or, alternatively, take steps to have their Common Shares re-registered in their names prior to the deadline for exercising such Dissent Rights, and remain a Registered Shareholder through the time the Notice of Dissent is required to be received by the Company. A Registered Shareholder such as an Intermediary who holds Common Shares as nominee for Non-Registered Shareholders, some of whom wish to dissent, must exercise Dissent Rights on behalf of such Non-Registered Shareholders with respect to the Common Shares held for such Non-Registered Shareholders, as described below.

A Registered Shareholder who wishes to dissent must ensure that a written notice of objection (a "Notice of Dissent") is received by the Company, c/o Osler, Hoskin & Harcourt LLP, Suite 3000 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8, Attention: Teresa Tomchak by 4:00 p.m. (Vancouver time) on or before March 4, 2026 (or by 4:00 p.m. (Vancouver time) on the Business Day that is two Business Days immediately preceding the Company Meeting if it is not held on March 6, 2026), and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA. Any failure by a Shareholder to fully comply may result in the loss of that holder's Dissent Rights.

The delivery of a Notice of Dissent does not deprive a Shareholder of the right to vote at the Company Meeting on the Arrangement Resolution; however, a Shareholder is not entitled to exercise Dissent Rights with respect to any Common Shares beneficially owned by them if that Shareholder votes (or instructs a proxyholder to vote) any Common Shares beneficially owned by them in favour of the Arrangement Resolution. A vote against the Arrangement Resolution, whether in person or by proxy, does not constitute a Notice of Dissent. In such case, the Notice of Dissent should set forth the number of Common Shares it covers.

To exercise Dissent Rights, a Registered Shareholder as of the deadline for exercising such Dissent Rights, must prepare a separate Notice of Dissent for himself, herself, or itself if dissenting on his, her or its own behalf, and for each other person who beneficially owns Common Shares registered in the Registered Shareholder's name and on whose behalf the Registered Shareholder is dissenting, and must dissent with respect to all of the Common Shares registered in his, her or its name beneficially owned by the Beneficial Shareholder on whose behalf he, she or it is dissenting. The Notice of Dissent must set out the number of Common Shares in respect of which the Notice of Dissent is being sent (the "Notice Shares") and:

if such Notice Shares constitute all of the Common Shares of which the holder is the registered and beneficial owner and the holder owns no other Common Shares beneficially, a statement to that effect;

if such Notice Shares constitute all of the Common Shares of which the holder is both the registered and beneficial owner, but the holder owns additional Common Shares beneficially, a statement to that effect and the names of the registered holders of Common Shares, the number of Common Shares held by each such holder and a statement that written Notices of Dissent are being or have been sent with respect to such other Common Shares; or
if the Dissent Rights are being exercised by a registered holder of Common Shares on behalf of a beneficial owner of Common Shares who is not the registered holder, a statement to that effect and the name and address of the beneficial holder of the Common Shares and a statement that the registered holder is dissenting with respect to all Common Shares of the beneficial holder registered in such registered holder’s name.

It is a condition to the Purchaser’s obligation to complete the Arrangement that persons holding no more than 5% of the issued and outstanding Common Shares shall have validly exercised Dissent Rights (and not withdrawn such exercise). Pursuant to the Voting Agreement, the Supporting Shareholder has agreed to not exercise its Dissent Rights as a holder of Common Shares in respect of the Arrangement.

If the Arrangement Resolution is approved by the Required Shareholder Approval and if the Company notifies the registered holder of Notice Shares of the Company’s intention to act upon the Arrangement Resolution, the holder, if he, she or it wishes to proceed with the dissent, is required, within one month after the Company gives such notice, to send to the Company the certificates (if any) representing the Notice Shares and a written statement that requires the Purchaser to purchase all of the Notice Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by a Registered Shareholder on behalf of a Beneficial Shareholder), whereupon, subject to the provisions of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, relating to the termination of Dissent Rights, the Shareholder is bound to sell, and the Purchaser is bound to purchase, those Common Shares. Such Dissenting Shareholder may not vote or exercise or assert any rights of a Shareholder in respect of such Notice Shares, other than the rights set forth in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, Interim Order, Final Order and any other order of the Court.

The Dissenting Shareholder and the Purchaser may agree on the payout value of the Notice Shares; otherwise, either party may apply to the Court to determine the fair value of the Notice Shares. The Court may then determine the payout value of the Notice Shares, join in the application of each Dissenting Shareholder who has not agreed with the Purchaser on the amount of the payout value of the Notice Shares, and make consequential orders and give directions as the Court considers appropriate. There is no obligation on the Company or the Purchaser to make an application to the Court. After a determination of the payout value of the Notice Shares, the Purchaser must then promptly pay that amount to the Dissenting Shareholder. There can be no assurance that the amount a Dissenting Shareholder may receive as fair value for its Common Shares will be more than or equal to the Consideration under the Arrangement. It should be noted that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a transaction such as the Arrangement is not an opinion as to fair value under the BCBCA.

In no circumstances will the Company, the Purchaser, the Depositary or any other person be required to recognize a person as a Dissenting Shareholder: (i) unless such person is a Registered Shareholder as of the deadline for exercising such Dissent Rights; (ii) unless such person is the Registered Shareholder in respect of which such Dissent Rights are purported to be exercised immediately prior to the Effective Time of the Arrangement; (iii) if such person has voted or instructed a proxyholder to vote the Notice Shares in favour of the Arrangement Resolution; and (iv) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in Sections 237 to 247 of the BCBCA (as modified by the Plan of Arrangement, Interim Order, the Final Order and any other order of the Court) and does not withdraw such person’s Notice of Dissent prior to the Effective Time of the Arrangement.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment of the payout value is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, the Arrangement Resolution does not pass, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, the Dissenting Shareholder votes in favour of the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with the Company’s written consent or the court determines that the Dissenting Shareholder is not entitled to dissent. If any of these events occur, the Company must return the share certificates representing the Common Shares

to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a Shareholder.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in the Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the court, it will lose its Dissent Rights, the Company will return to the Dissenting Shareholder the certificates representing the Notice Shares that were delivered to the Company, if any, and if the Arrangement is completed, that Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as a Shareholder who did not make an election and will be deemed to have elected to receive the Consideration for each Common Share held.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court. The Court hearing the petition for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at that hearing.

The Company suggests that any Shareholder wishing to avail themselves of the Dissent Rights seek their own legal advice as failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA (as modified by the Plan of Arrangement, Interim Order, the Final Order and any other order of the Court) may result in the loss of any right of dissent. Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process. For a general summary of certain income tax implications to a Dissenting Shareholder, see "Certain Federal Income Tax Considerations".

Stock Exchange Delisting and Reporting Issuer Status

It is anticipated that the Common Shares will be delisted from the TSX within two to three Business Days following the completion of the Arrangement. It is also expected that an application will be made to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer under the securities legislation of each of the provinces in Canada under which it is currently a reporting issuer (or equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Company is not required to prepare and file continuous disclosure documents following the Effective Date.

Regulatory and Securities Law Matters

Stock Exchange and Other Regulatory Matters

The completion of the Arrangement is subject to the receipt of the Required Regulatory Approvals.

Other than the Required Regulatory Approvals, the Company is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, the Company currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date.

TSX Conditional Approval

Both the Purchaser Shares and Common Shares are listed on the TSX.

Canadian Securities Law Matters

Each Shareholder is urged to consult with their professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Purchaser Shares issued pursuant to the Arrangement.

Status under Canadian Securities Laws

The Company is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and Yukon. The Common Shares currently trade on the TSX. Pursuant to the Arrangement, the Company will become an indirect wholly owned subsidiary of the Purchaser. Following the Arrangement, the Common Shares will be delisted from the TSX (delisting is anticipated to be effective within two or three Business Days following the Effective Date). It is also expected that an application will be made to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer in the applicable jurisdictions in Canada following completion of the Arrangement.

The Purchaser is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan. The Purchaser Shares currently trade on the TSX. The Purchaser is expected to continue to be a reporting issuer and continue to trade on the TSX upon completion of the Arrangement.

Distribution and Resale of Purchaser Shares under Canadian Securities Laws

The distribution of the Purchaser Shares pursuant to the Arrangement (if any) will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws. The Purchaser Shares received pursuant to the Arrangement (if any) will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a "control distribution" as defined in NI 45-102, (ii) no unusual effort is made to prepare the market or to create a demand for the Purchaser Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such trade, and (iv) if the selling security holder is an insider or officer of the Purchaser, the selling security holder has no reasonable grounds to believe that the Purchaser is in default of Canadian Securities Laws.

United States Securities Law Matters

The following discussion is a general overview of certain requirements of U.S. securities Laws that may be applicable to Shareholders in the United States ("U.S. Shareholders"). All U.S. Shareholders are urged to consult with their own legal counsel to ensure that any subsequent resale of Consideration Shares complies with applicable U.S. securities Laws.

The following discussion does not address the Canadian Securities Laws that will apply to the issue and resale of Purchaser Shares within Canada. U.S. Shareholders reselling their Purchaser Shares in Canada must comply with Canadian Securities Laws, as outlined elsewhere in this Circular.

Each of the Company and the Purchaser is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Exchange Act. As a result, each of the Company and the Purchaser is, among other things, exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements, and this Circular and the documents incorporated by reference herein have been prepared in accordance with Canadian Securities Laws.

Exemption from the Registration Requirements of the U.S. Securities Act

The Consideration Shares to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities

issued in exchange for one or more bona fide outstanding securities from the registration requirements under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. Accordingly, the Final Order will, if granted, constitute a basis for the Section 3(a)(10) Exemption with respect to the Consideration Shares to be issued to U.S. Shareholders.

Resales of Purchaser Shares after the Effective Date

The Purchaser Shares to be received by Shareholders in exchange for their Common Shares pursuant to the Arrangement will be freely tradeable under the U.S. Securities Act, except by persons who are "affiliates" (as defined in Rule 144 under the U.S. Securities Act) of the Purchaser after the Effective Date, or were "affiliates" of the Purchaser within 90 days prior to the Effective Date. Persons who may be deemed to be "affiliates" of the Purchaser include individuals or entities that directly or indirectly through one or more intermediaries control, are controlled by, or are under common control with, the Purchaser, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the Purchaser as well as principal shareholders of the Purchaser.

Any resale of Purchaser Shares by such a Purchaser "affiliate" or person who has been a Purchaser "affiliate" within 90 days prior to the Effective Date, will be subject to certain restrictions on resale imposed by the U.S. Securities Act, and the Purchaser Shares may not be resold in the absence of registration under the U.S. Securities Act or an exemption from such registration, if available, such as the exemption provided under Rule 144 under the U.S. Securities Act or the safe harbor provided by Rule 904 of Regulation S under the U.S. Securities Act.

Resales by Affiliates Pursuant to Rule 144 under the U.S. Securities Act

In general, pursuant to Rule 144 under the U.S. Securities Act, persons who are "affiliates" (as defined in Rule 144 under the U.S. Securities Act) of the Purchaser after the Effective Date, or were "affiliates" of the Purchaser within 90 days prior to the Effective Date, will be entitled to sell, during any three-month period, a portion of the Consideration Shares they receive in connection with the Arrangement, provided that the number of such securities sold does not exceed the greater of 1% of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four (4) calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer required under Rule 144 under the U.S. Securities Act. Persons who are "affiliates" after the Arrangement will continue to be subject to the resale restrictions described in this paragraph until 90 days after they cease to be "affiliates" of the Purchaser.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S under the U.S. Securities Act, persons who are "affiliates" (as defined in Rule 144 under the U.S. Securities Act) of the Purchaser after the Effective Date, or were "affiliates" of the Purchaser within 90 days prior to the Effective Date, solely by virtue of their status as an executive officer or director of the Purchaser, may sell their Consideration Shares outside the United States in an "offshore transaction" (which would include a sale through the TSX, if applicable) if none of the seller, an "affiliate" (as defined in Rule 144 under the U.S. Securities Act) of the seller or any person acting on their behalf engages in "directed selling efforts" in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, "directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S, an offer or sale of securities is made in an "offshore transaction" if the offer is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a "designated offshore securities market" (which would include a sale through the TSX), and neither the seller nor any person acting

on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions set forth in Rule 903 of Regulation S are applicable to sales outside the United States by holders of Consideration Shares who are “affiliates” of the Purchaser after the Effective Date, or were “affiliates” of the Purchaser within 90 days prior to the Effective Date, other than by virtue of their status as an officer or director of the Purchaser.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The summary of certain provisions of the Arrangement Agreement below and elsewhere in the Circular is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and the full text of the Plan of Arrangement, which is attached to this Circular as Appendix “B” and available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. This summary may not contain all of the information about the Arrangement Agreement and the Plan of Arrangement that is important to Shareholders. Capitalized terms used in this section entitled “The Arrangement Agreement” but not otherwise defined in this Circular have the meanings ascribed to them in the Arrangement Agreement. Shareholders are encouraged to carefully read the Arrangement Agreement and the Plan of Arrangement in their entirety.

The following summary is not intended to provide factual information about the Company or the Purchaser or any of their respective Subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties by the Parties which were made only for purposes of that agreement and as of specific dates. The assertions embodied in those representations and warranties are qualified, as applicable, by information in all documents publicly filed under the profile of the Company on SEDAR+ since January 1, 2024 which were publicly available as of the date of the Arrangement Agreement (the “Company Filings”), and by information in the Company Disclosure Letter, by information in all documents publicly filed under the profile of the Purchaser on SEDAR+ since January 1, 2024 (the “Purchaser Filings”), by information in the Purchaser Disclosure Letter. Accordingly, Shareholders should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified, as applicable, in important parts by the Company Filings, the Purchaser Filings, the Company Disclosure Letter and the Purchaser Disclosure Letter. The Company Disclosure Letter and the Purchaser Disclosure Letter contain certain information that has been included in the Company’s or the Purchaser’s general prior public disclosures, as applicable, as well as potential additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the public record.

On December 3, 2025 the Company and the Purchaser entered into the Arrangement Agreement pursuant to which the Purchaser will acquire all of the outstanding Common Shares not already held by the Company or its affiliates, for the Consideration pursuant to the Arrangement, subject to the terms and conditions in the Arrangement Agreement.

Effective Date of the Arrangement

The Arrangement will become effective on the date upon which the Purchaser and the Company agree in writing as the Effective Date or, in the absence of such agreement, four (4) Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Article 6 of the Arrangement Agreement (which is described under the heading “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”) (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver by the Party or Parties in whose favour the condition is of those conditions as of the Effective Date) and the Arrangement will be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.

The Effective Date could be earlier than anticipated or could be delayed, subject to the Outside Date, for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order.

Representations and Warranties

The Arrangement Agreement contains a number of representations and warranties of the Company customary for a transaction of this type relating to: (a) the Fairness Opinion and the Formal Valuation, and directors’ approvals; (b) organization and qualification; (c) authority; (d) no violation; (e) governmental approvals; (f) capitalization; (g) ownership of Subsidiaries; (h) reporting status and Canadian Securities Laws matters; (i) public filings; (j) financial statements; (k) books and records; (l) minute books; (m) no undisclosed liabilities; (n) no material change; (o) litigation; (p) taxes; (q) property; (r) material contracts; (s) permits; (t) environmental matters; (u) compliance with laws; (v) employment and labour matters; (w) Indigenous claims; (x) intellectual property; (y) related party transactions; (z) brokers; (aa) no “collateral benefit”; and (bb) insurance.

In addition, the Arrangement Agreement contains certain representations and warranties of the Purchaser customary for a transaction of this type relating to: (a) organization and qualification; (b) authority; (c) no violation; (d) governmental approvals; (e) capitalization; (f) security ownership; (g) ownership of subsidiaries; (h) reporting status and Canadian Securities Laws matters; (i) public filings; (j) financial statements; (k) books and records; (l) minute books; (m) no undisclosed liabilities; (n) no material change; (o) litigation; (p) taxes; (q) environmental matters; (r) compliance with laws; (s) Indigenous claims; (t) brokers; (u) insurance; (v) shareholder approval; and (w) availability of cash consideration.

The representations and warranties of the Company and the Purchaser contained in the Arrangement Agreement will terminate at the earlier of the Effective Time and the date on which the Arrangement Agreement is terminated in accordance with its terms.

Covenants

Covenants Relating to the Conduct of Business

The Parties have agreed to usual and customary covenants for an agreement of this nature, including, that, during the period from December 3, 2025 until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except with the prior written consent of the other Party and other customary exceptions, to conduct their respective businesses in the ordinary course and in accordance in all material respects with applicable Laws, and to use commercially reasonable efforts to maintain and preserve their and their Subsidiaries’ business organization, properties, employees, goodwill and business relationships with Governmental Entities, customers, suppliers, partners and other Persons with which the Parties or any of their Subsidiaries has material business relations.

Additionally, the Parties have agreed, except with the prior written consent of the other Party and other customary exceptions, to not and to not permit any of their Subsidiaries to, directly or indirectly:

(a) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Common Shares or Purchaser Shares, as applicable;

(b) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its authorized share structure or the capital stock of its Subsidiaries;

(d) merge, amalgamate or otherwise combine the Company or the Purchaser with any other Person, other than a wholly-owned Subsidiary of the Company or the Purchaser, as applicable;

(e) issue, deliver or sell, or authorize the issuance, delivery or sale, of any shares of its authorized share structure or other equity or voting interests, other than as contemplated by the Arrangement Agreement and the Arrangement, and, in the case of the Purchaser, other than (i) as contemplated by the Arrangement Agreement and the Arrangement, (ii) the issuance of awards under the Purchaser’s DSU Plan, or (iii) the issuance, in any single or series of transactions, voting or equity securities of the Purchaser (including any securities convertible or exchangeable into voting or equity securities of the Purchaser) that, in the aggregate, exceed 20% of the Purchaser’s outstanding

voting or equity securities as of the date hereof, or (iv) pursuant to the exercise of securities of the Purchaser outstanding as of the date hereof in accordance with the terms thereof;

(f) make any material change in the applicable Party’s accounting methods, principles or practices, except as required by concurrent changes in IFRS or as required by a Governmental Entity;

(g) materially change the business carried on by the applicable Party and their respective Subsidiaries, taken as a whole;

(h) abandon or intentionally fail to maintain in good standing any existing material licences, permits, Authorizations or registrations, or abandon or fail to diligently pursue any ongoing application for any material licences, permits, Authorizations or registrations; or

(i) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing; and, in the case of the Purchaser, take any action that would result in the need for shareholder approval of the Purchaser of the transactions contemplated by the Arrangement Agreement.

Covenants Relating to the Arrangement

The Company and the Purchaser have agreed to usual and customary covenants relating to the Arrangement for an agreement of this nature, including:

(a) subject to the terms of the Arrangement Agreement, using its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate and make effective the Arrangement as soon as reasonably practicable, including;

(i) using commercially reasonable efforts to (A) satisfy, or cause the satisfaction of, all conditions precedent in the Arrangement Agreement, (to the extent such conditions precedent are within the control of the applicable Party), (B) to carry out the terms of the Interim Order and the Final Order, and (C) comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement and the Arrangement;

(ii) using commercially reasonable efforts to obtain and maintain (A) all consents, waivers or approvals that are required to be obtained from a party to any Material Contract of the applicable Party in connection with the Arrangement or are required in order to maintain all Material Contracts of the applicable Party in full force and effect following completion of the Arrangement, except as would not cause a Material Adverse Effect in respect of the applicable Party if not obtained, and (B) all Authorizations that are required to be obtained under Law relating to the Arrangement (including the relevant approval from the TSX) that if not obtained, would be reasonably expected to materially impede or delay the completion of the transactions contemplated by the Arrangement Agreement or have a Material Adverse Effect in respect of the applicable Party, in each case on terms that are satisfactory to the other Party, acting reasonably, and in the case of the Company, without paying, and without committing itself or the Purchaser to pay, any non de minimis consideration or incur any non de minimis liability or obligation without the prior written consent of the Purchaser, and in the case of the Purchaser, using its commercially reasonable efforts to assist and cooperate with the Company and its Subsidiaries in obtaining and maintaining the consents, waivers, approvals and Authorizations in accordance with the Arrangement Agreement;

(iii) using commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement, including in respect of the relevant approval of the TSX;

(iv) using commercially reasonable efforts to, in consultation with the other Party, oppose, lift or rescind any injunction, restraining or other order, decree or ruling relating to it seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it challenging the Arrangement or the Arrangement Agreement;

(v) in the case of the Company, using its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of any Purchaser Shares as part of any Share Consideration to Shareholders in exchange for their Common Shares pursuant to the Arrangement;

(vi) in the case of the Purchaser, voting or causing the voting of all of the Common Shares owned, directly or indirectly, by it in favour of the Arrangement Resolution; and

(vii) not taking any action, refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise materially impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement;

(b) to promptly, subject to Law, and in any event within two (2) Business Days of becoming aware of the following, notify the other Party of any applicable Material Adverse Effect;

(i) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement or the Arrangement (and contemporaneously a copy of such notice or communication);

(ii) unless prohibited by Law, any notice or other communication received by the applicable Party or any of its Subsidiaries from any supplier, customer or any counterparty to a Material Contract of such Party or its Subsidiaries to the effect that such supplier, customer or counterparty is terminating or otherwise materially adversely modifying (or threatening to terminate or otherwise materially adversely modify) its relationship with the applicable Party or any of its Subsidiaries as a result of the Arrangement Agreement or the Arrangement (including a copy of any such written notice or communication);

(iii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement and the transactions contemplated hereby, and in the case of the Company, the Company Meeting or this Circular (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or

(iv) any filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the applicable Party, threatened against, relating to or involving or otherwise affecting the applicable Party or its Subsidiaries in connection with the Arrangement Agreement or the Arrangement or which could reasonably be expected to prevent or materially delay the consummation of the Arrangement.

Covenants Regarding the Go-Shop

During the Go-Shop Period, the Company and its Representatives had the right to:

(a) solicit, assist, initiate, encourage, seek the making of, induce or otherwise facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any negotiations or discussions with any Person regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(c) subject to entering into a confidentiality agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement and containing customary standstill provisions (it being understood and agreed that such agreement shall not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), provide copies of, access to, or disclosure of, any information with respect to the business, properties, assets, operations, books and records, prospects or conditions (financial or otherwise) of the Company or any of its Subsidiaries, whether public or non-public, other than any information provided or made available to, accessed by or otherwise disclosed to the Company or its representatives in respect of the Purchaser or its Subsidiaries under the Confidentiality Agreement; provided that (i) the Purchaser is promptly (and in any event within 48 hours) provided with (to the extent not previously provided) any such information provided to such Person, and (ii) the Company will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, any expenses of any Person, or any of such Person’s Representatives or financing sources, in connection with any Acquisition Proposals (or inquiries, proposals or offers that may lead to an Acquisition Proposal); or

(d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, or do or seek to do, any of the foregoing.

The Purchaser agreed to not, and cause each of its affiliates (other than the Company and its Subsidiaries) and Representatives not to, take any action that such Person knows will interfere with or prevent the participation of any Person, including any Representative of the Company or any of its Subsidiaries and any bank, investment bank or other potential provider of debt or equity financing, in negotiations and discussions permitted by the Arrangement Agreement.

From and after the Go-Shop Expiry Time, the Company agreed to, and cause its Subsidiaries and its or its Subsidiaries’ Representatives to, cease all actions permitted by the Arrangement Agreement, including such discussions and cooperation with any Person or any Person’s Representatives (other than: (i) the Purchaser and its affiliates and Representatives; and (ii) any Excluded Party and its affiliates and Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or to lead to, an Acquisition Proposal.

As promptly as reasonably practicable, and in any event, within 48 hours following the Go-Shop Expiry Time, the Company agreed to: (i) notify the Purchaser in writing of the identity of each Excluded Party and each Person with whom the Company entered into a confidentiality agreement permitted by the Arrangement Agreement on or prior to the Go-Shop Expiry Time or from whom the Company received an Acquisition Proposal during the Go-Shop Period; and (ii) provide the Purchaser with copies of any written Acquisition Proposals received after the start of the Go-Shop Period. As promptly as reasonably practicable, and in any event, within 24 hours of an Excluded Party ceasing to be an Excluded Party (and the provisions of the Arrangement Agreement applicable to Excluded Parties ceasing to apply with respect to such Person), the Company agreed to notify the Purchaser in writing of such cessation.

Covenants Regarding Non-Solicitation

The Company has agreed that, except as expressly provided in the Arrangement Agreement, it and its Subsidiaries will not, except from and after the Go-Shop Expiry Time and until the Arrangement Agreement is otherwise terminated in accordance with its terms, the Company and its Subsidiaries will not, directly or indirectly through any Representatives, and will not permit any such Person to:

(a) other than with respect to the Purchaser, any Excluded Party and their respective affiliates and Representatives, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate,

(including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser, any Excluded Party and their respective affiliates and Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, it being acknowledged and agreed that, the Company may (A) advise a Person of the restrictions of the Arrangement Agreement and (B) advise a Person that has made an Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal;

(d) accept or enter into or publicly propose to accept or enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with the Arrangement Agreement).

Except as permitted or as otherwise provided in the Arrangement Agreement, from and after the Go-Shop Expiry Time, the Company agreed to and cause its Subsidiaries and their respective Representatives to immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of the Arrangement Agreement with any Person (other than the Purchaser, any Excluded Party and their affiliates and their Representatives) with respect to any inquiry proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal and, in connection with such termination:

(a) promptly discontinue access to, and disclosure of, all confidential information of the Company or any of its Subsidiaries (including any data room and any confidential information and any access to the properties, facilities, books and records of the Company or any of its Subsidiaries) provided to any Person (other than the Purchaser, any Excluded Party and their respective affiliates and their Representatives); and

(b) promptly (and in any event within two (2) Business Days following the expiry of the Go-Shop Expiry Time), request: (A) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person (other than the Purchaser, any Excluded Party and their respective affiliates and their Representatives) and (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, in each case provided to any Person (other than the Purchaser, any Excluded Party and their respective affiliates and their Representatives), to the extent that such information has not previously been returned or destroyed, and shall use its commercially reasonable efforts to ensure that such requests are complied with, including by way of exercising all rights and entitlements of the Company or any of its Subsidiaries to require such requests to be complied with in accordance with the terms of such rights and entitlements.

The Company agreed: (i) to take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party; and (ii) not to release, and cause its Subsidiaries not to release, any Person from, or waive, amend, suspend or otherwise modify such Person's obligations respecting the Company, or any of its Subsidiaries, under any such confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser's sole and absolute discretion) (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing the Arrangement Agreement shall not be a violation of the Arrangement Agreement), except to allow any such Persons to make an Acquisition Proposal, provided the remaining provisions of Article 5 of the Arrangement Agreement are fully complied with.

Notification of Acquisition Proposals

If, at any time following the Go-Shop Expiry Time, the Company, any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any bona fide inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal (including from an Excluded Party), or any request for copies of, access to, or disclosure of, confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries (including from an Excluded Party), the Company will notify the Purchaser, at first orally promptly and in any event within 24 hours, and then promptly and in any event by the next Business Day in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all material or substantive documents, correspondence or other material received in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request. The Company will, promptly and fully, keep the Purchaser informed of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request (including from any Excluded Party), including any material or substantive changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request (including from any Excluded Party).

The Company’s Ability to Respond to Acquisition Proposals

Notwithstanding Section 5.2 of the Arrangement Agreement (which is described under the heading and subheading of “The Arrangement Agreement – Covenants – Covenants Regarding Non-Solicitation”) or any other provision of the Arrangement Agreement, if at any time, following the Go-Shop Expiry Time and prior to obtaining the Required Approval, the Company receives a written Acquisition Proposal (including from an Excluded Party), the Company may:

(a) contact the Person making such Acquisition Proposal and its representatives for the purpose of clarifying such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and

(b) engage in or participate in discussions or negotiations with, such Person regarding such Acquisition Proposal, and may provide copies of, access to, or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:

(i) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding, for the purposes of this determination, any due diligence access condition to which the Acquisition Proposal is subject);

(ii) the Company is not in breach of its obligations under Article 5 of the Arrangement Agreement (which is described under the heading and subheading of “The Arrangement Agreement — Covenants – Covenants Regarding Non-Solicitation”) in any material respect in connection with such Acquisition Proposal;

(iii) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality agreement containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement and containing customary standstill provisions (which for certainty, does not restrict the Company from complying with Article 5 of the Arrangement Agreement) (it being understood and agreed that such confidentiality and standstill agreement shall not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board); and

(iv) the Company promptly provides the Purchaser with (A) prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and (B) prior to providing any such copies, access or

disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in item (b)(iii) above.

Superior Proposals

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, subject to compliance with Section 8.2 (which is described under the heading and subheadings of “The Arrangement Agreement – Termination of Arrangement Agreement – Company Termination Payments”), make a Change in Recommendation or authorize the Company to enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Company is not in breach of its obligations under Article 5 of the Arrangement Agreement in any material respect in connection with such Acquisition Proposal;

(b) the Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisers, that the Acquisition Proposal constitutes a Superior Proposal;

(c) the Company has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement or make a Change in Recommendation with respect to such Superior Proposal (the “Superior Proposal Notice”);

(d) in the case of an authorization of the Company to enter into a definitive agreement with respect to such Superior Proposal, the Company has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal including the identity of the Person making the Superior Proposal; and

(e) in the case of an authorization of the Company to enter into a definitive agreement with respect to such Superior Proposal, prior to or simultaneously with entering into such definitive agreement the Company terminates the Arrangement Agreement pursuant to Section 7.2(a)(iii)B of the Arrangement Agreement (which is described under the heading and subheadings of “The Arrangement Agreement – Termination of Arrangement Agreement – Termination by the Company”), and pays the Termination Fee in accordance with Section 8.2 of the Arrangement Agreement.

Each successive amendment or modification to any Acquisition Proposal will constitute a new Acquisition Proposal for the purposes of Superior Proposals.

The Board will promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced. The Company will provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and will make all reasonable amendments to such press release as requested by the Purchaser and its outside legal counsel.

If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than ten (10) Business Days before the Company Meeting, the Company, in consultation with the Purchaser, will proceed with or will postpone or adjourn the Company Meeting to a date acceptable to the Parties (acting reasonably) that is not more than ten (10) Business Days after the scheduled date of the Company Meeting, provided, however, that the Company Meeting will not be postponed to a date that is later than the seventh (7th) Business Day prior to the Outside Date.

Miscellaneous Covenants

Public Communications and Confidentiality

The Parties have agreed to, among other things, co-operate in the preparation of presentations, if any, to Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to the Arrangement Agreement or the Arrangement without the consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed). Additionally, with respect to required disclosure with any

Governmental Entity, the Party making such disclosure will give reasonable consideration to any comments made by the other Party or its legal counsel and, if such prior notice is not possible, will give such notice immediately following the making of such disclosure or filing.

For the avoidance of doubt, the foregoing shall not prevent a Party from making internal announcements to employees and having discussions with Shareholders, financial analysts and other stakeholders, suppliers and customers with respect to the Arrangement Agreement or the Arrangement so long as such announcement and discussions are materially consistent with the public statements, filings and other disclosures made by the Parties and do not otherwise breach the Confidentiality Agreement or any other provisions of the Arrangement Agreement.

Notice and Cure Provisions

The Parties have agreed to customary notice and cure provisions, including that each Party will promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to cause any representation or warranty of such Party contained in the Arrangement Agreement to be untrue or inaccurate in any material respect at any time from the date of the Arrangement Agreement to the Effective Time; or (ii) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under the Arrangement Agreement.

Additionally, the Parties may not elect to exercise their respective rights to terminate the Arrangement Agreement unless the Party seeking to terminate the Arrangement Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (i) the Outside Date, and (ii) if such matter has not been cured by the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company will postpone or adjourn the Company Meeting to the earlier of (i) five (5) Business Days prior to the Outside Date and (ii) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party.

Insurance and Indemnification

Prior to the Effective Date, the Company has agreed to purchase customary "tail" or "run-off" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser has agreed to, or cause the Company and its Subsidiaries to, maintain such tail or run-off policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies will not exceed 300% of the Company's and its Subsidiaries' current annual aggregate premium for policies currently maintained by the Company and its Subsidiaries.

The Company has agreed to, and cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries: (i) under any agreement or contract of any indemnified person with the Company or any of its Subsidiaries; (ii) included in the Constating Documents of the Company or any of its Subsidiaries; or (iii) as provided for by Law and the Company acknowledges that such rights will survive the Effective Time, and, to the extent within the control of the Company, the Company shall ensure that the same will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and will continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

From and following the Effective Time, the Purchaser has agreed to cause the Company to comply with its obligations with respect to the insurance and indemnification provisions in the Arrangement Agreement.

If the Purchaser or the Company or any of their respective successors or assigns (i) amalgamates, consolidates with, merges or winds-up into any other Person and is not a continuing or surviving corporation or entity of such amalgamation, consolidation, merger or wind-up, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser or Company, as the case may be, will ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Purchaser or the Company, as applicable) assumes all of the obligations of the Purchaser or the Company, as applicable, set forth in Section 4.7 of the Arrangement Agreement.

Furthermore, Section 4.7 of the Arrangement Agreement shall survive the termination of the Arrangement Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

Delisting of Common Shares

Subject to Laws, the Purchaser and the Company have agreed to use their commercially reasonable efforts to cause the Common Shares to be de-listed from the Exchange with effect as soon as practicable after the Effective Time.

Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent in writing of each of the Parties:

(a) Arrangement Resolution. The Arrangement Resolution shall have been approved and adopted by the Shareholders at the Company Meeting held in accordance with the Interim Order;

(b) Interim Order and Final Order. The Interim Order and the Final Order shall have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) Purchaser TSX Approval. Any Purchaser Shares issuable pursuant to the Plan of Arrangement as part of any Share Consideration have been approved for listing on the Exchange, subject only to customary conditions;

(d) Company TSX Approval. The Arrangement and delisting of the Common Shares from the Exchange have been approved by the Exchange, subject only to customary conditions;

(e) Illegality. There shall not be in force any Law that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser and/or its affiliates from consummating the Arrangement; and

(f) Canadian Securities Laws. The distribution of the Share Consideration pursuant to the Arrangement, if any, shall be exempt from the prospectus requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Canadian Securities Laws and shall not be subject to resale restrictions in Canada under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities).

Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Representations and Warranties. The Company Fundamental Representations are true and correct in all respects as of the Effective Time, as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), other than, in the case of the Company Fundamental Representations regarding capitalization, where any such inaccuracies would have no more than a de minimis impact on the aggregate of the Consideration payable pursuant to the Arrangement, and the other representations and warranties of the Company set forth in the Arrangement Agreement are true and correct in all respects, as of the Effective Time, as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored);

(b) Performance of Covenants. The Company has fulfilled or complied in all material respects with all of the covenants of the Company contained in the Arrangement Agreement is to be fulfilled or complied with by it on or prior to the Effective Time;

(c) No Legal Action. There is no Action pending by any Governmental Entity in any jurisdiction that is reasonably likely to:

(i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser’s or any of its affiliates’ ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares, or to pay the Consideration, including the issuance of any Share Consideration;

(ii) prohibit or materially restrict the Arrangement, or the ownership or operation by the Purchaser of any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole; or

(iii) prevent the consummation of the Arrangement, or if the Arrangement is consummated, have a Company Material Adverse Effect;

(d) Dissent Rights. Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Common Shares (other than any Dissent Rights exercised by the Purchaser or its affiliates); and

(e) Company Material Adverse Effect. There will not have been or occurred a Company Material Adverse Effect.

The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser at any time.

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) Representations and Warranties. The Purchaser Fundamental Representations set forth in the Arrangement Agreement will be true and correct in all respects, as of the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), other than in the case of the Purchaser Fundamental Representations with respect to capitalization, where any such inaccuracies would have no more than a de minimis impact on the capitalization of the Purchaser, and the other representations and warranties of the Purchaser set forth in the Arrangement

Agreement are true and correct in all respects, as of the Effective Time, as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Purchaser Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored);

(b) Performance of Covenants. The Purchaser has fulfilled or complied in all material respects with all of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time;

(c) Consideration. The Purchaser will have irrevocably deposited or caused to be deposited in escrow with the Depositary sufficient cash and a treasury direction (subject only to the occurrence of the Effective Time) for the issuance of Purchaser Shares to effect payment in full of the aggregate Consideration payable pursuant to the Arrangement;

(d) Delisting of Purchaser Shares. No delisting from the Exchange or cease trade order issued by any Governmental Entity in respect of the Purchaser Shares shall have occurred since the date of the Arrangement Agreement that remains in effect; and

(e) Purchaser Material Adverse Effect. There will not have been or occurred a Purchaser Material Adverse Effect.

The foregoing conditions are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company at any time.

Termination of Arrangement Agreement

Termination by Either Party

The Arrangement Agreement may be terminated prior to the Effective Time by the mutual written agreement of the Parties without further action on the part of the Shareholders, or by either the Company or the Purchaser if:

(a) (i) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order or (ii) receipt by the Company of a final, non-appealable, determination from a court which denies the granting of the Final Order, provided that, a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)A of the Arrangement Agreement if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(b) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Purchaser or the Company from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; or the Effective Time does not occur on or prior to the Outside Date, provided that the Company or the Purchaser, as applicable, may not terminate the Arrangement Agreement pursuant to its terms if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform certain of its covenants or agreements under the Arrangement Agreement; or

(c) the Effective Time does not occur on or prior to the Outside Date, provided that the Company or the Purchaser, as applicable, may not terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)C of the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the

failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement.

Termination by the Company

The Arrangement Agreement may be terminated prior to the Effective Time by the Company if:

(a) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition relating to the Purchaser's and the Company's representations, warranties or covenants not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the Arrangement Agreement; provided that the Company is not then in breach of the Arrangement Agreement so as to cause any conditions in favour of the Purchaser not to be satisfied;

(b) prior to obtaining the Required Approval, the Board authorizes the Company to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.4 of the Arrangement Agreement) with respect to a Superior Proposal, provided the Company is then in compliance in all material respects with its covenants regarding non-solicitation and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with the Section 8.2 of the Arrangement Agreement;

(c) the Purchaser does not provide the Depositary with, or cause the Depositary to be provided with, sufficient funds and Purchaser Shares, as applicable, to satisfy the aggregate Consideration payable to the Shareholders as provided in the Plan of Arrangement as required by Arrangement Agreement on or before the Outside Date; or

(d) since the date of the Arrangement Agreement, there has occurred a Purchaser Material Adverse Effect.

Termination by the Purchaser

The Arrangement Agreement may be terminated prior to the Effective Time by the Purchaser if:

(a) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition relating to the Company's representations, warranties or covenants not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of the Arrangement Agreement; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any conditions in favour of the Company not to be satisfied;

(b) (i) the Board or any committee of the Board fails to recommend or withdraws, amends, modifies or qualifies in a manner adverse to the Purchaser, or publicly proposes or states an intention to withdraw, amend, modify or qualify in a manner adverse to the Purchaser, the board recommendation; (ii) the Board or any committee of the Board fails to publicly reaffirm (without qualification) the board recommendation or recommendation of the Arrangement, as applicable, as required under Section 5.5(c) of the Arrangement Agreement within five (5) Business Days after having been requested in writing by the Purchaser to do so; (iii) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to an Acquisition Proposal for more than five (5) Business Days after the public announcement of an Acquisition Proposal (each of (i), (ii) and (iii) each a “Change in Recommendation”); or (iv) the Company breaches the covenants regarding non-solicitation under Article 5 of the Arrangement Agreement in any material respect and such breach is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of the Arrangement Agreement; or

Company Termination Payments

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if the Company Fee Event occurs, the Company will pay the Termination Fee in accordance with Section 8.2(c) of the Arrangement Agreement.

For the purposes of the Arrangement Agreement, “Company Fee Event” means the termination of the Arrangement Agreement:

(a) by the Purchaser, pursuant to the provision of the Arrangement Agreement regarding termination of the Arrangement Agreement by the Purchaser in the case of a Change in Recommendation or material breach of the Company’s covenants regarding non-solicitation; or
(b) by the Company, pursuant to the provision of the Arrangement Agreement regarding termination of the Arrangement Agreement by the Company in the case of a Superior Proposal.

The Termination Fee will be paid by the Company to, or to the order of, the Purchaser as follows, by wire transfer of immediately available funds, if the Company Fee Event occurs due to:

(a) a termination of the Arrangement Agreement by the Purchaser, within two (2) Business Days of the occurrence of such Company Fee Event; and
(b) a termination of the Arrangement Agreement by the Company, prior to or simultaneously with the occurrence of such Company Fee Event.

For certainty, in no event will the Company be obligated to pay the Termination Fee on more than one occasion.

The Parties acknowledged that the agreements contained in Section 8.2 of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements the Parties would not enter into the Arrangement Agreement, and that the amounts set out in Section 8.2 of the Arrangement Agreement represent liquidated damages which are genuine pre-estimates of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of the Arrangement Agreement, and are not a penalty. The Company has irrevocably waived any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt as directed by the Purchaser of any Termination Fee pursuant to Section 8.2 of the Arrangement Agreement, the Purchaser will be precluded from any other remedy against the Company at Law or in equity or otherwise (including damages, an order for specific performance or other equitable relief) and shall not seek to obtain any recovery, judgement, or damages of any kind, including consequential, indirect or punitive damages, against the Company or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective Representatives in connection with the Arrangement Agreement or the transactions contemplated thereby.

Expenses

Except as provided in connection with Laurel Hill (which is described further in Section 2.4(b) of the Arrangement Agreement and subject to Section 8.2 of the Arrangement Agreement), all out-of-pocket third party transaction expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement, including all costs, expenses and fees incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, will be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Amendments

The Arrangement Agreement and Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of

the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:

(a) change the time for performance of any of the obligations or acts of either of the Parties;
(b) waive any inaccuracy or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(c) modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) modify any mutual conditions contained in the Arrangement Agreement;

provided, however, that no such amendment may adversely change the quantum or form of consideration, including the Consideration, to be received by the Shareholders without their approval at the Company Meeting or following the Company Meeting, without their approval given in the manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

RISK FACTORS

In evaluating the Arrangement, Shareholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by the Company may also adversely affect the trading price of the Common Shares, the Purchaser Shares and/or the business of the Combined Company following the Arrangement.

In addition to the risk factors relating to the Arrangement set out below, Shareholders should also carefully consider the risk factors associated with the businesses of the Company and the Purchaser under the headings "Risk Factors" in Appendix "G" – "Information Concerning the Purchaser" and in Appendix "H" – "Information Concerning the Combined Company" in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

Risks Associated with the Arrangement

Level of Shareholder approval required

Since the Arrangement constitutes a "business combination" under MI 61-101, to be effective, the Arrangement Resolution must be approved by a majority of the votes cast by Shareholders other than Excluded Shareholders in person or represented by proxy at the Company Meeting and entitled to vote thereat. This approval is in addition to the requirement that the Arrangement Resolution be approved by not less than 66 2/3% of the votes cast at the Company Meeting by Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote thereat. There can be no certainty, nor can Canfor Pulp provide any assurance, that the requisite Shareholder approval of the Arrangement Resolution will be obtained. If such approval is not obtained and the Arrangement is not completed, the market price of the Common Shares may decline, either to the extent that the current market price reflects a market assumption that the Arrangement will be completed, or otherwise. If the Arrangement is not completed and the Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or greater price than the Consideration to be paid pursuant to the Arrangement.

The Purchaser Shares issued in connection with the Arrangement (if any) may have a market value different than expected

The number of Purchaser Shares received as part of Consideration (if any) will not be adjusted to reflect any changes in the market value of Purchaser Shares, and the market values of the Purchaser Shares and the Common Shares at the Effective Time may vary significantly from the values at the date of this Circular. If the market price of Purchaser Shares declines, the value of the Consideration Shares (if any) will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of the Purchaser, market

assessments of the likelihood that the Arrangement will be consummated, regulatory considerations, general market and economic conditions, changes in the prices of pulp and other factors, including those factors over which neither the Company nor the Purchaser has control.

The market price of the Common Shares may be materially adversely affected in certain circumstances

If, for any reason, the Arrangement is not completed or its completion is materially delayed or the Arrangement Agreement is terminated, the market price of Common Shares may be materially adversely affected and decline, either to the extent that the current market price of the Common Shares reflects a market assumption that the Arrangement will be completed, or otherwise. Depending on the reasons for terminating the Arrangement Agreement, the Company's business, financial condition or results of operations could also be subject to various material adverse consequences, including as a result of paying the Termination Fee or the transaction expenses in connection with the Arrangement.

There are risks related to the integration of existing businesses of the Company and the Purchaser

The ability to realize the benefits of the Arrangement including, among other things, those set forth in this Circular under "The Arrangement – Reasons for the Recommendations", above, will depend, in part, on the Combined Company's ability to realize the anticipated expanded ability to access capital for Canfor Pulp's business and operations and operational cost and synergies from integrating the businesses of the Company and the Purchaser following completion of the Arrangement. The integration will require the dedication of management effort, time and resources which may divert management's focus and resources from other strategic opportunities available to the Combined Company following completion of the Arrangement. The integration process may adversely affect the ability of the Combined Company to achieve the anticipated benefits of the Arrangement.

The Company is restricted from taking certain actions while the Arrangement is pending

Following the Go-Shop Period, the Company is subject to customary non-solicitation provisions under the Arrangement Agreement, pursuant to which the Company is restricted from soliciting, assisting, initiating, encouraging, or otherwise knowingly facilitating or entering into any form of agreement, arrangement or understanding that constitutes, or that may reasonably be expected to constitute or lead to, an Acquisition Proposal, among other things. The Arrangement Agreement also restricts the Company from taking specified actions, without the consent of the Purchaser, in the conduct of its business until the Arrangement is completed. These restrictions may prevent the Company from pursuing business opportunities that may arise prior to the completion of the Arrangement.

The completion of the Arrangement is uncertain and the Company will incur costs and may have to pay the Termination Fee in certain circumstances if the Arrangement is not completed

If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of the Company's resources to the completion thereof could have a negative impact on the Company's relationships with its stakeholders and could have a Material Adverse Effect on the current and future operations, financial condition and prospects of the Company.

In addition, certain costs related to the Arrangement, such as legal, accounting and financial advisor fees, must be paid by the Company even if the Arrangement is not completed. The Company is liable for its own costs incurred in connection with the Arrangement. If the Arrangement is not completed, the Company may be required to pay to the Purchaser, the Termination Fee in certain circumstances. See "The Arrangement Agreement – Termination of Arrangement Agreement" in this Circular.

The Arrangement may divert the attention of the Company's Management

The Arrangement could cause the attention of the Company's management to be diverted from the day-to-day operations of the Company. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company.

The completion of the Arrangement is subject to conditions precedent

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the control of the Company and the Purchaser, including, but not limited to, receipt of the Final Order, and receipt of the Required Shareholder Approval.

In addition, the completion of the Arrangement by either Party is conditional on, among other things, no Material Adverse Effect having occurred in respect of the other Party.

There can be no certainty, nor can the Company or the Purchaser provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or as to the timing of the satisfaction and waiver of such conditions precedent and, accordingly, the Arrangement may not be completed. If the Arrangement is not completed, the market price of Common Shares may be adversely affected.

The Arrangement Agreement may be terminated in certain circumstances

Each of the Company and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Company provide any assurance, that the Arrangement will not be terminated by the Company or the Purchaser prior to the completion of the Arrangement. In addition, if the Arrangement is not completed by the Outside Date, the Company or the Purchaser may terminate the Arrangement Agreement. The Arrangement Agreement also contemplates the Termination Fee payable by the Company if the Arrangement Agreement is terminated in certain circumstances. Additionally, any termination will result in the failure to realize the expected benefits of the Arrangement in respect of the operations and business of the Company.

If the Arrangement Agreement is terminated, there is no assurance that the Board will be able to find a party willing to pay an equivalent or greater price than the Consideration to be paid pursuant to the terms of the Arrangement Agreement.

Directors and senior officers of the Company have interests in the Arrangement that may be different from those of Shareholders generally

In considering the Board Recommendation, Shareholders should be aware that certain members of the Company's senior officers and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. See "The Arrangement – Interests of Certain Persons in the Arrangement" in this Circular.

The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of the Company, may have a Material Adverse Effect on the Company's business operations, financial condition, financial results and share price.

The Company and the Purchaser may be the targets of legal claims, securities class action, derivative lawsuits and other claims

The Company and the Purchaser may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or are to be acquired. Third parties may also attempt to bring claims against the Company or the Purchaser seeking to restrain the Arrangement or seeking monetary compensation or other redress. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

Dissent Rights may result in the Arrangement not being completed

Registered Shareholders have the right to exercise Dissent Rights and demand payment of the fair value of their Common Shares in cash in connection with the Arrangement in accordance with the BCBCA. If there are Dissenting Shareholders representing more than 5% of the Common Shares, the Arrangement may not be completed.

INFORMATION CONCERNING THE COMPANY

Canfor Pulp is a leading global supplier of pulp and paper products with operations in the northern interior of British Columbia. It was incorporated on March 12, 2010 under the Business Corporations Act (British Columbia). The Common Shares are listed on the TSX under the symbol "CFX".

The registered and head office of the Company is located at 101 – 161 East 4th Avenue, Vancouver, British Columbia.

Further information regarding the business of Canfor Pulp, its assets and its operations can be found in the Canfor Pulp Annual Information Form dated March 6, 2025, and other documents referenced herein and filed under Canfor Pulp’s issuer profile on SEDAR+ at www.sedarplus.ca.

Description of Capital Structure

Canfor Pulp is authorized to issue an unlimited number of Common Shares. As of the date of this Circular, there were 65,233,559 Common Shares issued and outstanding.

Common Shares

The holders of Common Shares are entitled to one vote per share at meetings of shareholders of the Company, to receive dividends if, as and when declared by the Board and to receive pro rata the remaining property and assets of the Company upon its dissolution or winding-up, subject to the rights of any shares having priority over the Common Shares. As of the date of this Circular, there are no classes of shares of the Company having priority over the Common Shares.

Market Price and Trading Volume Data

The Common Shares are listed and posted for trading on the TSX under the symbol "CFX". The following table sets out the price ranges and volume of the Common Shares that were traded on the TSX for the twelve-month period preceding the date of this Circular (source: TMX Datalinx).

Month	Price Range (C$)		Monthly Trading Volume (Shares)
	High	Low
January 2025	0.90	0.76	262,663
February 2025	0.83	0.70	405,658
March 2025	0.75	0.63	312,252
April 2025	0.80	0.66	188,233
May 2025	0.76	0.63	198,994
June 2025	0.75	0.68	275,655
July 2025	0.73	0.66	547,579
August 2025	0.68	0.55	438,718
September 2025	0.62	0.33	1,634,165
October 2025	0.44	0.38	489,000

November 2025	0.42	0.33	1,383,028
December 2025	0.51	0.375	2,909,768
January 1 - 27, 2026	0.68	0.50	1,596,983

On December 2, 2025, being the last trading day on which the Common Shares traded prior to the announcement of the entering into of the Arrangement Agreement, the closing price of the Common Shares on the TSX was $0.40 per Common Share.

As of the close of markets on January 27, 2026, the last trading day prior to the date of this Circular, the closing price of the Common Shares on the TSX was $0.66 per Common Share.

Following the completion of the Arrangement, it is expected that the Common Shares will be delisted from the TSX with effect as promptly as practicable following the Effective Date.

Ownership of Securities of Canfor Pulp

At the date of this Circular, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 2,583 Common Shares representing 0.004% of the outstanding Common Shares.

Commitments to Acquire Securities of Canfor Pulp

To the knowledge of the directors and officers of Canfor Pulp and except as publicly disclosed or otherwise described in this Circular, there are no agreements, commitments or understandings between Canfor Pulp and any of its directors, officers or insiders, to acquire securities of Canfor Pulp.

Material Changes in the Affairs of Canfor Pulp

To the knowledge of the directors and officers of Canfor Pulp and except as publicly disclosed or otherwise described in this Circular, there are no plans or proposals for material changes in the affairs of Canfor Pulp.

Previous Purchases and Sales

There have been no issuances or purchases by Canfor Pulp of Common Shares and other securities of Canfor Pulp during the 12-month period preceding the date of this Circular.

Previous Distributions of Common Shares

During the five years preceding the date of the Arrangement Agreement, Canfor Pulp has not made any distributions of Common Shares.

Dividends

During the two years preceding the date of the Arrangement Agreement, Canfor Pulp has not declared any cash dividends or distributions on the Common Shares. The declaration and payment of dividends is subject to the discretion of the Board and may change from time to time. The Board reviews the issuance of dividends on a quarterly basis.

The Arrangement Agreement provides that Canfor Pulp may not declare, set aside or pay any dividends in respect of the Common Shares, subject to certain exceptions set out in the Arrangement Agreement. In addition, provisions contained in the Canfor Pulp Credit Agreement limit the amount of dividends that may be paid on the shares of Canfor Pulp Ltd. and certain of its designated subsidiaries, including Canfor Pulp and Paper Sales Ltd. In particular, the amount of dividends which may be paid by Canfor Pulp Ltd. and the applicable designated subsidiaries is, in the ordinary course under such credit agreement, determined by reference to consolidated net earnings less certain restricted payments. However, pursuant to the first amendment to the Canfor Pulp Credit Agreement dated December

20, 2024, no dividends are permitted to be paid on the shares of Canfor Pulp Ltd. or the applicable designated subsidiaries during the period in which certain of the financial covenants under the Canfor Pulp Credit Agreement have been relaxed on the basis set out in such first amendment.

Expenses

The estimated fees, costs and expenses of Canfor Pulp in connection with the Arrangement are between $2.0 million and $2.5 million, which include, without limitation, fees, costs and expenses with respect to financial advisors, valuations, legal services, proxy solicitation services and printing and mailing matters.

Auditor, Transfer Agent and Registrar

The auditors of Canfor Pulp are KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia. TSX Trust Company is the Company’s transfer agent and registrar with registers of transfer in Vancouver and Toronto.

Statement of Rights

Securities legislation in the provinces and territories of Canada provides security holders with, in addition to any other rights they may have at Law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

Further information regarding the business of Canfor Pulp, its corporate structure, and operations can be found in Canfor Pulp’s public filings available on SEDAR+ at www.sedarplus.ca under Canfor Pulp’s issuer profile. In particular, the Canfor Pulp Annual Information Form, MD&A for the years ended December 31, 2024 and 2023, and for the nine months ended September 30, 2025, are available on SEDAR+ at www.sedarplus.ca under Canfor Pulp’s issuer profile. Canfor Pulp’s condensed consolidated interim financial statements for the nine months ended September 30, 2025, are also available on SEDAR+ (www.sedarplus.ca) under Canfor Pulp’s issuer profile. The most recent interim financial statements of Canfor Pulp will be sent without charge to any Shareholder requesting them.

INFORMATION CONCERNING THE PURCHASER

The Purchaser is a global leader in the manufacturing of high-value low-carbon forest products including dimension and specialty lumber, engineered wood products, pulp and paper, wood pellets and green energy headquartered in Vancouver, British Columbia.

Information relating to the Purchaser is contained in Appendix “G” to this Circular.

INFORMATION CONCERNING THE COMBINED COMPANY

On completion of the Arrangement, the Purchaser will carry on the businesses operated by the Purchaser and the Company. On the Effective Date, the Purchaser will own all of the Common Shares and the Company will be an indirect wholly-owned subsidiary of the Purchaser.

For more information regarding the business and operations of the Combined Company following the completion of the Arrangement, see Appendix “H” to this Circular.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act of the Arrangement generally applicable to a Shareholder who beneficially owns their Common Shares and who, at all relevant times and for the purposes of the Tax Act: (i) deals, and will deal, at arm’s length with each of the Company and the Purchaser; (ii) is not, and will not be, affiliated with the Company or the Purchaser; and (iii) holds all Common Shares, and will hold any Purchaser Shares received pursuant to the Arrangement, as capital property (a “Holder”).

The Common Shares and Purchaser Shares will generally be considered to be capital property to a Holder for purposes of the Tax Act, unless the Holder holds or uses, or is deemed to hold or use, such shares in the course of carrying on a business of trading or dealing in securities or has acquired, or is deemed to acquire, such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the facts set out in this Circular, the provisions of the Tax Act, the Canada-United States Tax Convention (1980), as amended (the "Canada-U.S. Tax Treaty") and the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the "MLI") in force on the date hereof, and counsel's understanding of the current published administrative policies and assessing practices of the CRA published in writing and publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act which have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"). It is assumed that all such Proposed Amendments will be enacted in their present form, although no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in Law, whether by judicial, governmental or legislative action or decision, or changes in the administrative policies and assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not exhaustive of all possible relevant Canadian federal income tax considerations applicable to the Arrangement. This summary is not, and should not be construed as, legal, business or tax advice to any particular Shareholder and no representations with respect to the tax consequences to any particular Shareholder are made. The tax consequences of the Arrangement will vary according to the Shareholder's particular circumstances. Accordingly, all Shareholders should consult their own tax advisors regarding the tax consequences of the Arrangement applicable to them based on their particular circumstances, including the application and effect of the income and other tax laws of any country, province or jurisdiction that may be applicable to the Shareholder. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of the Arrangement under the Tax Act and any jurisdiction in which they may be subject to tax.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Common Shares or Purchaser Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. For purposes of the Tax Act, amounts denominated in a foreign currency generally must be converted in Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules contained in the Tax Act in that regard.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada at all relevant times (a "Resident Holder"). This portion of the summary is not applicable to a Shareholder: (a) that is a "financial institution" for purposes of the "mark-to-market property" rules in the Tax Act; (b) that is a "specified financial institution" (as defined in the Tax Act); (c) an interest in which is, or whose Common Shares or Purchaser Shares are, a "tax shelter investment" (as defined in the Tax Act); (d) that has made a "functional currency" reporting election under the Tax Act to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency; (e) that has or will enter into a "derivative forward agreement", "synthetic disposition arrangement", or "synthetic equity arrangement" (each as defined in the Tax Act) with respect to the Common Shares or the Purchaser Shares; (f) that receives dividends on the Common Shares or Purchaser Shares under or as part of a "dividend rental arrangement" (as defined in the Tax Act); or (g) that has acquired Common Shares on the exercise of an employee stock option or the exercise of warrants. Such Shareholders should consult their own tax advisors.

Additional considerations, not discussed in this summary, may be applicable to a Shareholder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes

the acquisition of Purchaser Shares, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm's length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Any such Shareholder should consult its own tax advisor.

Certain Resident Holders whose Common Shares or Purchaser Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have such shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent taxation years, deemed to be capital property. Such Resident Holders should consult their own tax advisors regarding whether an election under subsection 39(4) of the Tax Act is available and advisable in their particular circumstances.

Exchange of Common Shares for Share Consideration

A Resident Holder who elects to exchange Common Shares for Share Consideration, being Purchaser Shares, pursuant to the Arrangement will generally be deemed to have disposed of such Common Shares on a tax-deferred basis under section 85.1 of the Tax Act, unless such Resident Holder chooses to recognize a capital gain or capital loss, otherwise determined, in computing their income for the taxation year that includes the Arrangement.

Where a Resident Holder does not choose to recognize a capital gain (or a capital loss) in respect of the exchange of Common Shares for Purchaser Shares, such Resident Holder will be deemed to have disposed of the Common Shares for proceeds of disposition equal to the Resident Holder’s adjusted cost base (as defined in the Tax Act) of those shares to such Resident Holder, determined immediately before the Arrangement, and the Resident Holder will be deemed to have acquired Purchaser Shares at a cost equal to such adjusted cost base of the Common Shares. The cost of such Purchaser Shares will be averaged with the adjusted cost base of all other Purchaser Shares (if any) held by the Resident Holder as capital property at that time for the purpose of determining the adjusted cost base of each Purchaser Share held by the Resident Holder.

If a Resident Holder chooses to recognize the capital gain (or a capital loss) on the exchange of Common Shares for Purchaser Shares by including the capital gain (or capital loss) in computing their income for the taxation year in which the Arrangement is completed, the Resident Holder will recognize a capital gain (or a capital loss) equal to the amount, if any, by which the fair market value of the Purchaser Shares received in exchange for the Common Shares (as determined at the time of the exchange), net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base (as defined in the Tax Act) of the Common Shares to the Resident Holder, determined immediately before the exchange. See “Taxation of Capital Gains and Losses” below for a general discussion of the treatment of capital gains and capital losses under the Tax Act. The cost of Purchaser Shares acquired on the exchange will be equal to the fair market value thereof in these circumstances. This cost will be averaged with the adjusted cost of all other Purchaser Shares (if any) held by the Resident Holder as capital property immediately before the exchange for the purpose of determining the adjusted cost base of each Purchaser Share held by the Resident Holder. Resident Holders should consult their own tax advisors in this regard.

Disposition of Purchaser Shares

A Resident Holder that disposes of, or is deemed to dispose of, a Purchaser Share acquired under the Arrangement (other than a disposition to the Purchaser, unless purchased by the Purchaser in the open market in a manner in which shares are normally purchased by a member of the public in the open market or in a tax-deferred transaction) generally will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition of such Purchaser Share exceeds (or is less than) the aggregate of the Resident Holder’s adjusted cost base of such Purchaser Share immediately prior to the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Taxation of Capital Gains and Losses

Generally, one-half of any capital gain (a “taxable capital gain”), realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for that year and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a particular taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and

deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years, to the extent and in the circumstances specified in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition (or deemed disposition) of a share may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Holder on such share (or a share substituted for such share) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where a share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own advisors.

Taxation of Dividends on Purchaser Shares

Dividends received or deemed to be received on Purchaser Shares by a Resident Holder who is an individual (including certain trusts) will be included in computing the individual’s income for tax purposes and will be subject to the gross-up and dividend tax credit rules applicable to a “taxable dividend” received from a “taxable Canadian corporation” (each as defined in the Tax Act), including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by the Purchaser as “eligible dividends” (as defined in the Tax Act) in accordance with the Tax Act. There may be limitations on the ability of the Purchaser to designate dividends as “eligible dividends”.

Dividends (including deemed dividends) received on Purchaser Shares by a Resident Holder that is a corporation will be included in computing the corporation’s income for tax purposes and generally will be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations are urged to consult their own tax advisors having regard to their particular circumstances.

A Resident Holder that is a “private corporation” or “subject corporation”, each as defined in the Tax Act, may be liable to pay tax under Part IV of the Tax Act (refundable in certain circumstances) on dividends received (or deemed to be received) on Purchaser Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Minimum Tax

A Resident Holder that is an individual or a trust (other than certain trusts) may be liable for alternative minimum tax as a result of realizing a capital gain or upon receipt of taxable dividends, including deemed dividends. Such Resident Holders should consult their own tax advisors in this regard.

Additional Refundable Tax

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout a taxation year or a “substantive CCPC” (as defined in the Tax Act) at any time in a taxation year may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains and dividends (including deemed dividends) that are not deductible in computing the Resident Holder’s taxable income for the taxation year.

Exchange of Common Shares for Cash Consideration

A Resident Holder, other than a Dissenting Resident Holder (as defined below), who elects to exchange Common Shares for Cash Consideration pursuant to the Arrangement will generally be deemed to have disposed of such Common Shares for proceeds of disposition equal to the Cash Consideration. Such Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition exceeds (or is less than) the aggregate of the Resident Holder’s adjusted cost base of such Common Shares immediately prior to the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” above.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “Dissenting Resident Holder”) will be deemed to have transferred its Common Shares to the Purchaser, and will be entitled to receive from the Purchaser a payment equal to the fair value of the Dissenting Resident Holder’s Common Shares.

A Dissenting Resident Holder will be considered to have disposed of such Dissenting Resident Holder’s Common Shares for proceeds of disposition equal to the amount received by the Dissenting Resident Holder (excluding the amount of any interest awarded by a court) and will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Dissenting Resident Holder’s Common Shares, determined immediately before their transfer to the Purchaser.

Interest awarded by a court to a Dissenting Resident Holder will be included in the Dissenting Resident Holder’s income for purposes of the Tax Act. A Dissenting Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout a taxation year or a “substantive CCPC” (as defined in the Tax Act) at any time in a taxation year may be liable to pay an additional tax on such interest as described above under the subheading “Additional Refundable Tax”.

Resident Holders who are considering exercising Dissent Rights should consult their own tax advisors with respect to the income tax consequences of exercising their Dissent Rights.

Eligibility for Investment

Subject to the provisions of any particular plan, the Purchaser Shares, if issued on the date hereof, would be at the time of acquisition a “qualified investment” under the Tax Act for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered education savings plan”, “registered disability savings plan”, “first home savings account” and “tax-free savings account”, as those terms are defined in the Tax Act (each a “Registered Plan”) or a “deferred profit sharing plan” (as defined in the Tax Act), provided that at the time of acquisition the Purchaser Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX) or the Purchaser is otherwise a “public corporation”, other than a “mortgage investment corporation”, each as defined in the Tax Act.

Notwithstanding that the Purchaser Shares may be qualified investments at a particular time, the holder of, annuitant under or subscriber of, as applicable, a Registered Plan (the “Controlling Individual”) will be subject to a penalty tax in respect of a Purchaser Share held in the Registered Plan if the share is a “prohibited investment” under the Tax Act. A Purchaser Share generally will not be a “prohibited investment” for the Registered Plan provided that the Controlling Individual: (i) deals at arm’s length with the Purchaser for purposes of the Tax Act and (ii) does not have a “significant interest” (as defined in the Tax Act for the purposes of the prohibited investment rules) in the Purchaser. In addition, Purchaser Shares will not be a prohibited investment if they are “excluded property” (as defined in the Tax Act for the purposes of the prohibited investment rules) for a Registered Plan.

Resident Holders that intend to hold Purchaser Shares in a Registered Plan or a deferred profit sharing plan should consult their own tax advisors in regard to their particular circumstances.

Holders Not Resident in Canada

The following portion of this summary applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Common Shares or Purchaser Shares in connection with carrying on business in Canada (a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere, an “authorized foreign bank” (as defined in the Tax Act) or a “foreign affiliate” (as defined in the Tax Act) of a taxpayer resident in Canada. Such Non-Resident Holders should consult their own tax advisors.

Exchange of Common Shares for Share Consideration or Cash Consideration; Subsequent Disposition of Purchaser Shares

Non-Resident Holders will not be subject to tax under the Tax Act in respect of any capital gain, or be entitled to deduct any capital loss, realized on the exchange of Common Shares for Purchaser Shares, the exchange of Common Shares for Cash Consideration or on the subsequent disposition or deemed disposition of its Purchaser Shares acquired pursuant to the Arrangement unless such shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Generally, as long as a Common Share or a Purchaser Share, as applicable, of the Non-Resident Holder is listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX) at the time of disposition or deemed disposition, such share will not constitute taxable Canadian property of the Non-Resident Holder at that time unless, at any particular time during the 60-month period immediately preceding the disposition or deemed disposition of the share, the following two conditions are met concurrently: (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder does not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares in the capital stock of the issuer; and (b) more than 50% of the fair market value of the share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” or “timber resource property” (each as defined in the Tax Act), and options in respect of, interests in, or, for civil law, rights in, any such property (whether or not such property exists).

Notwithstanding the foregoing, a share may also be deemed to be taxable Canadian property to a Non-Resident Holder in certain other circumstances under the Tax Act.

Even if a share is considered to be taxable Canadian property of a Non-Resident Holder at the time of disposition of the share, a capital gain realized on the disposition of the share may nevertheless be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention, subject to the application of MLI of which Canada is a signatory and which affects many of Canada’s bilateral tax treaties (but not the Canada-U.S. Tax Treaty), including the ability to claim benefits thereunder.

Generally, in the event that a share constitutes taxable Canadian property of a Non-Resident Holder at the time of disposition of the share and any capital gain realized by the Non-Resident Holder on the disposition of the share is not exempt from tax under the Tax Act by virtue of an applicable income tax treaty or convention, including as a result of the application of the MLI, the Non-Resident Holder’s capital gain (or capital loss) in respect of such disposition generally will be computed in the manner described above under the subheadings “Holders Resident in Canada – Exchange of Common Shares for Share Consideration”, “Holders Resident in Canada – Exchange of Common Shares for Cash Consideration”, “Holders Resident in Canada – Disposition of Purchaser Shares” and “Holders Resident in Canada – Taxation of Capital Gains and Losses” as though the Non-Resident Holder were a Resident Holder.

Non-Resident Holders whose shares may be taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.

Taxation of Dividends on Purchaser Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Holder’s Purchaser Shares will be subject to withholding tax under the Tax Act at a rate of 25% on the gross amount of such dividend unless the rate is reduced under the provisions of an applicable income tax treaty or convention (subject to the MLI). For example, under the Canada-U.S. Tax Treaty, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is a resident in the U.S. for the purposes of the Canada-U.S. Tax Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the Canada-U.S. Tax Treaty (“U.S. Resident Holder”) is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% in the case of a U.S. Resident Holder that is a company that beneficially owns, directly or indirectly, at least 10% of the voting stock of the Purchaser.

Non-Resident Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable income tax treaty or convention based on their particular circumstances.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “Dissenting Non-Resident Holder”) will be deemed to have transferred its Common Shares to the Purchaser, and will be entitled to receive from the Purchaser a payment equal to the fair value of the Dissenting Non-Resident Holder’s Common Shares.

A Dissenting Non-Resident Holder will be considered to have disposed of such Dissenting Non-Resident Holder’s Common Shares for proceeds of disposition equal to the amount received by such Dissenting Non-Resident Holder (excluding the amount of any interest awarded by a court). A Dissenting Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition unless such Common Shares are, or are deemed to be, taxable Canadian property of the Dissenting Non-Resident Holder at the time of disposition and the Dissenting Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention, including as a result of the application of the MLI. The same general considerations apply as discussed above under the subheading “Exchange of Common Shares for Share Consideration or Cash Consideration; Subsequent Disposition of Purchaser Shares” in determining whether a capital gain will be subject to tax under the Tax Act.

Generally, an amount paid in respect of interest awarded by the court to a Dissenting Non-Resident Holder will not be subject to Canadian income or withholding tax under the Tax Act.

Non-Resident Holders who are considering exercising Dissent Rights should consult their own tax advisors with respect to the income tax consequences of exercising their Dissent Rights.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Circular, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Company Meeting. See “The Arrangement – Interests of Certain Persons in the Arrangement”, above.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed under “The Arrangement – Interests of Certain Persons in the Arrangement”, to the knowledge of the Company, no informed person (as defined herein) of the Company, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any transaction within the last three years since the date hereof or in any proposed transaction which, in either case, has materially affected or would materially affect the Company or any of its Subsidiaries.

For the purposes of this Circular, an “informed person” means:

(a) a director or executive officer of the Company;

(b) a director or executive officer of a person or company that is itself an informed person or Subsidiary of the Company;

(c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and

(d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

OTHER MATTERS

Management knows of no other matters to come before the Company Meeting other than those referred to in the Notice. Should any other matters properly come before the Company Meeting, the Common Shares represented by the form of proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

APPROVAL OF THE BOARD OF DIRECTORS

The contents and the sending of the Notice and this Circular have been approved by the Board.

DATED at Vancouver, British Columbia, this 28th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Norm Mayr”

Norm Mayr
Director and Chair of the Special Committee of Canfor Pulp Products Inc.

CONSENT OF STIFEL NICOLAUS CANADA INC.

To: The Special Committee of the Board of Directors and the Board of Directors of Canfor Pulp Products Inc.

We refer to the full texts of the written fairness opinion dated December 3, 2025 (the “Fairness Opinion”) and the written formal valuation dated December 3, 2025 (the “Formal Valuation”), which we prepared solely for the benefit and use of the special committee (the “Special Committee”) of the board of directors of Canfor Pulp Products Inc. (the “Company”) in connection with the plan of arrangement involving, among others, the Company, its shareholders and Canfor Corporation (as described in the Company’s management information circular dated January 28, 2026 (the “Circular”)).

We hereby consent to the inclusion of the full texts of the Fairness Opinion and the Formal Valuation as “Appendix E – Fairness Opinion” and “Appendix F – Formal Valuation” attached to the Circular, and to the references to our firm name and the Fairness Opinion and the Formal Valuation in the Circular.

The Fairness Opinion and the Formal Valuation were given as of December 3, 2025 and remain subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee shall be entitled to, may or will rely on the Fairness Opinion and the Formal Valuation.

DATED as of January 28, 2026

(signed) “Stifel Nicolaus Canada Inc.”

Stifel Nicolaus Canada Inc.

APPENDIX “A”
ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

A. The arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) involving Canfor Pulp Products Inc. (the “Corporation”), all as more particularly described and set forth in the management proxy circular (the “Circular”) dated January 28, 2026 of the Corporation accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement (as it may be amended, the “Arrangement Agreement”)) made as of December 3, 2025 between the Corporation and Canfor Corporation is hereby authorized, approved and adopted.

B. The plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”)), the full text of which is set out in Appendix “B” to the Circular, is hereby authorized, approved and adopted.

C. The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Corporation in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

D. The Corporation is hereby authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

E. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of the Corporation or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Corporation be, and they are hereby, authorized and empowered without further notice to, or approval of, the shareholders of the Corporation (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

F. Any one director or officer of the Corporation be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

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APPENDIX “B”
PLAN OF ARRANGEMENT
SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined will have the meanings specified in the Arrangement Agreement (as defined below) and the following terms will have the following meanings (and grammatical variations of such terms will have corresponding meanings):

“affiliate” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions.

“Arrangement” means an arrangement under section 288 of the BCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, this Plan of Arrangement and the Interim Order, or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement made as of December 3rd, 2025 among the Parties, as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated in accordance with its terms and including all schedules to it.

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the Corporation Meeting, substantially in the form and content set out in Schedule B annexed to the Arrangement Agreement, and any amendments or variations thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“BCA” means the Business Corporations Act (British Columbia).

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia.

“Cash Consideration” means $0.50 in cash for each Common Share not already owned by the Purchaser, subject to adjustment under Section 2.11 of the Arrangement Agreement, to be received by Shareholders (other than the Purchaser and its affiliates) pursuant to this Plan of Arrangement;

“Cash Electing Shareholder” means a Shareholder (other than the Purchaser and its affiliates) that has validly elected or has been deemed to have elected to receive Cash Consideration in accordance with Section 2.4;

“Common Shares” means the common shares in the capital of the Corporation.

“Consideration” means the Cash Consideration or the Share Consideration to be received by Shareholders (other than the Purchaser and its affiliates) pursuant to this Plan of Arrangement.

“Corporation” means Canfor Pulp Products Inc., a corporation incorporated under the Laws of British Columbia.

“Corporation Circular” means the notice of the Corporation Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Shareholders in connection with the Corporation Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

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"Corporation Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Corporation Circular and agreed to in writing by the Purchaser.

"Court" means the Supreme Court of British Columbia.

"Depository" means TSX Trust Company or any trust company, bank or financial institution agreed to in writing by the Corporation and the Purchaser for the purpose of, among other things, receiving each Letter of Transmittal and Election Form and distributing the Consideration to Shareholders in accordance with this Plan of Arrangement.

"Dissent Rights" has the meaning specified in Section 3.1(a).

"Dissenting Shareholder" means a registered holder of Common Shares who has validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such holder in strict compliance with the terms of the Dissent Rights.

"Effective Date" means the date upon which the Parties agree in writing as the date upon which the Arrangement becomes effective or, in the absence of such agreement, four (4) Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist).

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Election Deadline" means 4:00 p.m. (Vancouver Time) on the date that is two (2) Business Days prior to the date of the Corporation Meeting (as it may be adjourned or postponed from time to time).

"Final Order" means the final order of the Court pursuant to section 291 of the BCA approving the Arrangement, as such order may be amended by the Court (with the prior written consent of the Corporation and the Purchaser, acting reasonably) at anytime prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is satisfactory to each of the Corporation and the Purchaser, acting reasonably) on appeal.

"Interim Order" means the interim order of the Court, in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Corporation Meeting, as the same may be amended, supplemented or varied by the Court (with the prior written consent of the Corporation and the Purchaser, each acting reasonably).

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

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"Letter of Transmittal and Election Form" means a letter of transmittal and election form sent to each of the registered Shareholders for use in connection with the Arrangement, in a form acceptable to the Purchaser, acting reasonably.

"Parties" means the Corporation and the Purchaser, and "Party" means either of them.

"Plan of Arrangement" means this plan of arrangement proposed under section 288 of the BCA, and any amendments or variations hereto made in accordance with the Arrangement Agreement, Section 5.1 or made at the direction of the Court in the Interim Order or the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Purchaser" means Canfor Corporation, a corporation incorporated under the Laws of British Columbia.

"Purchaser Share" means a common share in the capital of the Purchaser.

"Share Consideration" means, subject to adjustment under Section 2.11 of the Arrangement Agreement, 0.0425 of a Purchaser Share for each Common Share to be received by Shareholders (other than the Purchaser and its affiliates) pursuant to this Plan of Arrangement.

"Share Electing Shareholder" means a Shareholder (other than the Purchaser and its affiliates) that has validly elected to receive Share Consideration in accordance with Section 2.4.

"Shareholders" means the registered and/or beneficial holders of the Common Shares, as the context requires.

"Tax Act" means the Income Tax Act (Canada), as now in effect and as it may be amended from time to time prior to the Effective Date.

1.2 Interpretation Not Affected by Headings

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(b) Currency. All references to dollars or to $ are references to Canadian dollars.

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases and References, etc. The words including, includes and include mean including (or includes or include) without limitation, and the aggregate of, the total of, the sum of, or a phrase of similar meaning means the aggregate (or total or sum), without duplication, of. Unless stated otherwise, Article, Section, and Schedule followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

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(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(f) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action will be required or permitted to be taken on the next succeeding day which is a Business Day.

(g) Time References. References to time are to local time, Vancouver, British Columbia.

(h) Time. Time is of the essence in this Plan of Arrangement.

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Effectiveness

This Plan of Arrangement and the Arrangement will become effective at, and will be binding at and after, the Effective Time, without any further act or formality required on the part of any Person, on: (i) the Corporation; (ii) the Purchaser; (iii) all Shareholders (including, for greater certainty, Dissenting Shareholders); (iv) the registrar and transfer agent in respect of the Common Shares; (v) the Depositary; and (vi) all other Persons, in each case, at and after the Effective Time, without any further act or formality required on the part of any Person.

2.3 The Arrangement

Commencing at the Effective Time, the following steps set out in this Section 2.3 will occur and will be deemed to occur consecutively two (2) minutes apart and in the following order without any further authorization, act or formality:

(ii) the name of each such Dissenting Shareholder will be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation as it relates to each Common Share so transferred; and

(b) concurrently with the step described in Section 2.3(c), each Common Share outstanding immediately prior to the Effective Time (other than the Common Shares held by (i) a Dissenting

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Shareholder; or (ii) the Purchaser or any of its affiliates (which Common Share will not be acquired under the Arrangement and will remain outstanding as a Common Share held by the Purchaser or the applicable affiliate of the Purchaser)) held by a Share Electing Shareholder will be, and be deemed to have been, assigned and transferred, without any further act of formality, by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Share Consideration, less any amounts withheld pursuant to Section 5.4, and:

(i) the holders of such Common Shares will cease to be the holders thereof so transferred and to have any rights as holders of such Common Shares other than the right to receive the Consideration in accordance with this Plan of Arrangement;

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation as it relates to the Common Share so transferred;

(iv) each holder of such exchanged Common Shares shall be entered in the Purchaser’s central securities register in accordance with applicable Laws in respect of the Purchaser Shares which such holder is entitled to receive in accordance with this Section 2.3; and

(c) concurrently with the step described in Section 2.3(b), each Common Share outstanding immediately prior to the Effective Time (other than the Common Shares held by (i) a Dissenting Shareholder; or (ii) the Purchaser or any of its affiliates (which Common Share will not be acquired under the Arrangement and will remain outstanding as a Common Share held by the Purchaser or the applicable affiliate of the Purchaser)) held by a Cash Electing Shareholder will be, and be deemed to have been, assigned and transferred, without any further act of formality, by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Cash Consideration, less any amounts withheld pursuant to Section 5.4, and:

(ii) the name of each such holder will be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation as it relates to the Common Share so transferred; and

2.4 Election Mechanics

With respect to the exchange of Common Shares effected pursuant to Section 2.3:

(a) each Shareholder (other than the Purchaser and its affiliates) who is not a Dissenting Shareholder may elect to receive either:

(i) Cash Consideration in respect of each Common Share held by such Shareholder (such election being a “Cash Election”); or

(ii) Share Consideration in respect of each Common Share held by such Shareholder (such election being a “Share Election”);

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(b) in order to make the election provided for in Section 2.4(a), each electing Shareholder (other than the Purchaser and its affiliates) who is not a Dissenting Shareholder must deposit with the Depositary, prior to the Election Deadline, a duly completed and executed Letter of Transmittal and Election Form indicating such Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with any certificate(s) or DRS Advice(s) representing the Common Shares held by such Shareholder and such additional documents and instruments as the Depositary or the Purchaser may reasonably require; and

(c) for the avoidance of doubt, any Shareholder, other than the Purchaser and its affiliates, who (i) does not make a valid Cash Election or Share Election prior to the Election Deadline in accordance with this Section 2.4, or (ii) exercises Dissent Rights but, for any reason, is not ultimately determined to be entitled to be paid the fair value of his, her or its Common Shares in accordance with ARTICLE 3 shall, in each case, be deemed to have made a Cash Election to receive only the Cash Consideration.

2.5 Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement will be free and clear of all Liens.

2.6 Rounding of Cash

In any case where the aggregate cash amount payable to a particular Shareholder under the Arrangement would, but for this provision, include a fraction of a cent, the amount payable shall be rounded down to the nearest whole cent.

2.7 No Fractional Purchaser Shares

In no event shall any fractional Purchaser Shares be issued under this Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Shareholder as consideration under this Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Shareholder shall be rounded down to the closest whole number.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Dissent Rights

(a) Registered holders of the Common Shares may exercise, pursuant to and in the manner set forth in sections 237 to 247 of the BCA, the right of dissent in connection with the Arrangement Resolution, as same may be modified by the Interim Order, the Final Order and this Section 3.1 (“Dissent Rights”); provided that, notwithstanding (a) subsection 242(1)(a) of the BCA, the written objection to the Arrangement Resolution referred to in subsection 242(1)(a) of the BCA must be received by the Corporation not later than 4:00 p.m. (Vancouver time) two (2) Business Days immediately preceding the date of the Corporation Meeting (as it may be adjourned or postponed from time to time) and (b) subsection 245(1) of the BCA, the Purchaser and not the Corporation will be required to pay the fair value of such Common Shares held by a Dissenting Shareholder and to offer and pay the amount to which such holder is entitled.

(b) Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Common Shares pursuant to the Dissent Rights (a) will be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser, without any further act or formality, free and clear of all Liens at the time specified in Section 2.3(a), in consideration of a debt claim against the Purchaser, (b) will be deemed to not have participated in the transactions in Article 2 (other than Section 2.3(a)), (c) will be entitled to be paid by the Purchaser, in full satisfaction of such debt claim, an amount equal to the fair value of such Common Shares less any applicable withholdings pursuant to Section 5.4, which fair value, notwithstanding anything to the contrary in the BCA, will be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted, and (d) will not be entitled

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to any other payment or consideration, including any payment that would be payable under the Arrangement had such registered holders not exercised their Dissent Rights in respect of such Common Shares.

(c) Dissenting Shareholders who withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares will be deemed to have participated in the Arrangement pursuant to Section 2.3(c) on the same basis as a non-Dissenting Shareholder and shall be entitled to receive the Cash Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(c).

(d) In no circumstances will the Purchaser, the Corporation or any of their respective successors or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised. In no case will the Corporation, the Purchaser, the Depositary, the registrar and transfer agent in respect of the Common Shares or any other Person be required to recognize a Dissenting Shareholder as a Shareholder after the Effective Time and the name of each Dissenting Shareholder will be deleted from the register of holders of Common Shares as at the time specified in Section 2.3(a).

(e) In addition to any other restrictions in the Interim Order or sections 237 to 247 of the BCA, Shareholders who vote in favour of the Arrangement Resolution, or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution will not be entitled to exercise Dissent Rights and will be deemed to have not exercised Dissent Rights in respect of such Common Shares.

ARTICLE 4

PAYMENT OF CONSIDERATION

4.1 Exchange of Certificates for Purchaser Shares

(a) Prior to the Effective Date, in accordance with the terms of the Arrangement Agreement, the Purchaser will deposit or cause to be deposited with the Depositary for the benefit and to be held on behalf of the Shareholders sufficient cash and a treasury direction (subject only to the occurrence of the Effective Time) for the issuance of a sufficient number of Purchaser Shares to satisfy the aggregate Consideration (with the amount per Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn being deemed to be the Consideration for this purpose only) payable to the Shareholders in accordance with Sections 2.3 and 2.4, net of applicable withholdings.

(b) Upon surrender to the Depositary for cancellation of a certificate or direct registration statement advice-statement ("DRS Advice") which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.3 (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), together with a duly completed and executed Letter of Transmittal and Election Form and such additional documents and instruments as the Depositary may reasonably require, the Shareholder of such surrendered certificate or DRS Advice will be entitled to receive in exchange therefor from the Depositary, and the Depositary will deliver to such Shareholder as soon as practicable after the Effective Time, the certificate(s) or DRS Advice(s) representing, the Consideration which such Shareholder has the right to receive under the Arrangement for such Common Shares, less any amounts withheld pursuant to Section 5.4, and any certificate or DRS Advice so surrendered will forthwith be cancelled.

(c) Until surrendered as contemplated by Section 4.1(b), each certificate or DRS Advice which immediately prior to the Effective Time represented any Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) will be deemed immediately after the Effective Time to represent only the right to receive upon such surrender Consideration in lieu of such certificate or DRS Advice as contemplated in Section 4.1(b),

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less any amounts withheld pursuant to Section 5.4. Any such certificate or DRS Advice formerly representing Common Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date will cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such anniversary date, all certificates representing Common Shares will be deemed to have been surrendered to the Purchaser and all Consideration to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, will be deemed to have been surrendered to the Purchaser or any successor thereof for no consideration.

(d) To the extent that a former Shareholder shall not have complied with the provisions of this Section 4.1 or Section 5.3 on or before the sixth (6th) anniversary of the Effective Date, then (i) the Consideration that such former Shareholder was entitled to receive shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser, for no consideration as of such date, (ii) the Consideration that such former Shareholder was entitled to receive shall be delivered to the Purchaser by the Depositary, (iii) any certificates or DRS Advices formerly representing Common Shares shall cease to represent a right or claim of any kind or nature as of such date and will be deemed to have been surrendered to the Purchaser and will be cancelled, and (iv) any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before such date shall cease to represent a right or claim of any kind or nature.

(e) No holder of Common Shares will be entitled to receive any consideration with respect to such securities other than any Consideration to which such holder is entitled to receive in accordance with ARTICLE 2 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment or distribution in connection therewith.

(f) No dividend or other distribution declared or made after the Effective Time with respect to Purchaser Shares with a record date after the Effective Time shall be paid to the holder of any unseparated certificate or DRS Advice which, immediately prior to the Effective Time, represented outstanding Common Shares unless and until the holder of such certificate or DRS Advice shall have complied with the provisions of Section 4.1 or Section 5.3. Subject to applicable Laws and to Section 5.3, at the time of such compliance, any such holder entitled to receive Purchaser Shares shall receive, in addition to the delivery of the certificate(s) or DRS Advice(s) representing the Purchaser Shares, a cheque for the amount of any such dividend or distribution with a record date after the Effective Time, without interest, previously paid with respect to such Purchaser Shares.

ARTICLE 5
GENERAL

5.1 Amendment

(a) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification and/or supplement must be (i) set out in writing; (ii) approved by each of the Purchaser and the Corporation; and (iii) filed with the Court and, if made following the Corporation Meeting, approved by the Court and communicated to Shareholders if and as required by the Court.

(b) Any amendment, modification and/or supplement to this Plan of Arrangement which is directed by the Court following the Corporation Meeting will be effective only if (i) it is consented to in writing by the Purchaser and the Corporation, in each case, acting reasonably, and (ii) if required by the Court, it is consented to by the Shareholders in the manner directed by the Court.

(c) Any amendment, modification and/or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Corporation Meeting, provided that the Corporation, the Purchaser will each have consented thereto in writing, with or without any other

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prior notice or communication, and if so proposed and accepted by the Persons voting at the Corporation Meeting (other than as may be required under with the Interim Order), will become part of this Plan of Arrangement for all purposes.

(d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Shareholder.

5.2 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement will occur and be deemed to have occurred in the order set out herein, without any further authorization, act or formality, each of the Parties will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out herein.

5.3 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate for the Consideration that such Shareholder has the right to receive in accordance with Section 2.3 and such Shareholder's duly completed Letter of Transmittal and Election Form. When authorizing the delivery of such Consideration in exchange for any lost, stolen or destroyed certificate, the Shareholder to whom delivery is to be made will, as a condition precedent to the delivery thereof, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably) or otherwise indemnify the Purchaser, the Corporation and the Depositary in a manner satisfactory to the Purchaser (acting reasonably) against any claim that may be made against the Purchaser, the Corporation or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

5.4 Withholding Rights

The Corporation, the Depositary and the Purchaser, as the case may be, will be entitled to deduct or withhold from any amounts contemplated to be payable to any Shareholder under this Plan of Arrangement such amounts as are required to be deducted or withheld with respect to such payment under the Tax Act or any other provision of federal, provincial, territorial, state, local or foreign tax Law, in each case, as amended or succeeded, or the administrative practice of the relevant Governmental Entity administering such Law, and subject to the provisions of any applicable income tax treaty, and will remit or cause to be remitted the amount so deducted or withheld to the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes as having been paid to the recipient of the payment in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted in accordance with applicable Law to the appropriate taxing authority. To the extent any amount is required or permitted to be deducted or withheld from any payment of Share Consideration to a Shareholder, the Purchaser, the Corporation and the Depositary are hereby authorized to sell or otherwise dispose of such portion of Purchaser Shares otherwise issuable to such holder (if any) as is necessary to provide sufficient funds to the Purchaser, the Corporation or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Purchaser, the Corporation or the Depositary shall notify the holder thereof (including the gross and net proceeds and any adjustments thereto) and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority, and shall remit to such holder any unapplied balance of the proceeds of such sale. The Purchaser and the Depositary shall not be obligated to seek or obtain a minimum price for any of the Purchaser Shares sold or disposed of by it, nor shall the Purchaser or the Depositary be liable for any loss arising out of any such sale or disposition.

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5.5 Paramountcy

From and after the Effective Time (a) this Plan of Arrangement will take precedence and priority over any and all rights related to the Common Shares issued prior to the Effective Time, (b) the rights and obligations of the Shareholders (including Dissenting Shareholders) and any trustee or registrar and transfer agent therefor, will be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Common Shares will be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

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APPENDIX “C” INTERIM ORDER

See attached.

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
JAN 28 2026
ENTERED

No. S260550
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 AND 291 OF BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CANFOR PULP PRODUCTS INC., AND ITS SHAREHOLDERS, AND CANFOR CORPORATION

CANFOR PULP PRODUCTS INC.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE
Associate Judge
Robinson
The 28th day of January, 2026

ON THE APPLICATION of the Petitioner, Canfor Pulp Products Inc. (“Canfor Pulp” or the “Petitioner” or the “Company”), dated January 26, 2026 without notice, coming on for hearing at 800 Smithe Street, Vancouver, British Columbia on January 28, 2026 and reading the materials filed herein and on hearing Teresa Tomchak and Maya Churilov, counsel for the Petitioner and upon being advised that it is the intention of the parties to rely on section 3(a)(10) of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and that the declaration of the procedural and substantive fairness of, and the approval of, the Arrangement by this Honourable Court will serve as a basis for an exemption from the registration requirements of the U.S. Securities Act pursuant to section 3(a)(10) thereof, for the issuance of securities in connection with the Arrangement.

THIS COURT ORDERS that:

Definitions

As used in this Interim Order, unless otherwise defined, terms beginning with capital letters shall have the respective meanings set out in the Petition and in the management information circular (the “Circular”), which is attached as Exhibit “A” to the Affidavit of Norm Mayr sworn January 26, 2026 (the “Interim Order Affidavit”).

The Meeting

Pursuant to section 291(2)(b)(i) and section 289(1)(a)(i) and (e) of the Business Corporations Act, S.B.C. 2002, c. 57 (the “BCBCA”), Canfor Pulp is authorized and directed to call, hold and conduct a special meeting (the “Company Meeting” or the “Meeting”) of the holders of the issued and outstanding common shares (the “Shareholders”) to be held on March 6, 2026 at 11:00 a.m. (Vancouver Time) in a virtual-only format via live audio webcast at https://virtual-meetings.tsxtrust.com/1872, or at such other time to be determined by Canfor Pulp provided that the Shareholders have due notice of the same.
At the Company Meeting, the Shareholders will be asked to consider and, if thought advisable, approve, with or without variation, a special resolution authorizing and approving the Arrangement (the “Arrangement Resolution”) and to transact such further or other business as may properly come before the Company Meeting and any adjournments or postponements thereof.
The Company Meeting shall be called, held and conducted in accordance with the BCBCA, the Circular and the articles of Canfor Pulp (the “Articles”), subject to the terms of this Interim Order and any further Order of this Court, and the rulings and directions of the Chair of the Company Meeting, such rulings and directions not to be inconsistent with this Interim Order. To the extent there is any inconsistency between this Interim Order and the terms of the foregoing, this Interim Order shall govern or, if not specified in the Interim Order, the final version of the Circular shall govern.
The record date for determining the Shareholders entitled to receive the Meeting Materials, as defined below, and to attend and vote at the Company Meeting, shall be the close of business on January 20, 2026 (the “Record Date”), or such other date as the Board may determine in accordance with the Articles, the BCBCA, or as disclosed in the Meeting Materials.
The only persons entitled to attend the Company Meeting shall be:

(a) Shareholders as at the close of business on the Record Date, or their respective proxyholders;

(b) directors, officers, and advisors of Canfor Pulp;

(d) other persons with the permission of the Chair of the Company Meeting,

and the only persons entitled to vote at the Company Meeting shall be Shareholders as of the close of business on the Record Date, or their respective proxyholders.

Quorum

The quorum for the transaction of business at the Company Meeting is one or more person or persons who represent(s) by proxy, Shareholders who, in the aggregate, hold at least 5% of the Common Shares entitled to be voted at the Company Meeting.

Amendments to the Arrangement and the Plan of Arrangement

Canfor Pulp is authorized to make, in the manner contemplated by and subject to the Plan of Arrangement, such amendments, modifications or supplements to the Arrangement, the Plan of Arrangement, and the Circular as it may determine without any additional notice to or authorization of any of the Shareholders, or further orders of this Court. The Plan of Arrangement and the Circular, as so amended, modified, or supplemented, shall be the Plan of Arrangement and the Circular to be submitted to the Shareholders, as applicable, and the subject of the Arrangement Resolution.

Adjournments and Postponements

Notwithstanding the provisions of the BCBCA and the Articles, and subject to the terms of the Arrangement Agreement, the Board of Directors of Canfor Pulp (the "Board") by resolution shall be entitled to adjourn or postpone the Company Meeting or the date of the hearing for the Final Order (defined below) on one or more occasions without the necessity of first convening the Company Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and without the need for approval of this Court. Canfor Pulp shall provide due notice of any such adjournment or postponement by press release, newspaper advertisement or notice sent to the Shareholders by one of the methods specified in paragraphs 12 of this Interim Order, as determined to be the most appropriate method of communication by Canfor Pulp. This provision shall not limit the authority of the Chair of the Company Meeting in respect of adjournments or postponements.
The record date for Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of adjournments or postponements of the Company Meeting.

Notice of Meeting

The Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of section 290(1)(a) of the BCBCA, and Canfor Pulp shall not be required to send to the Shareholders any other or additional statement pursuant to section 290(1)(a) of the BCBCA.
To effect the notice of the Company Meeting, Canfor Pulp shall send the Circular, the forms of proxy and voting instruction form and the letter of transmittal, as applicable, along

with such amendments or additional documents as Canfor Pulp may determine are necessary or desirable and are not inconsistent with the terms of the Interim Order (collectively, the “Meeting Materials”), as follows:

(a) to the registered Shareholders at the close of business on the Record Date, at least 21 days prior to the date of the Company Meeting, excluding the date of sending and the date of the Company Meeting, by one or more of the following methods:

(i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Canfor Pulp, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Canfor Pulp;

(ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

(iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Canfor Pulp, who requests or has previously requested such transmission in writing;

(b) to non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”);

(c) to directors and auditors of Canfor Pulp by delivery in person, by recognized courier service, by prepaid ordinary or first class mail or by facsimile or email transmission, at least 21 days prior to the Company Meeting, excluding the date of sending and the date of the Company Meeting.

The Company will include in the Meeting Materials a copy of this Interim Order, as well as the Notice of Hearing of Petition in substantially the form attached as Appendix C and D to the Circular which is attached as Exhibit “A” to the Interim Order Affidavit (the “Court Materials”). A copy of the Petition to the Court, the Notice of Application for the Interim Order, and the other documents that were filed in support of the Interim Order and will be filed in support of the Petition will be furnished to any Shareholder upon a request in writing addressed to the solicitors of the Petitioner, as set out in the Notice of Hearing of Petition.
Delivery of the Court Materials with the Meeting Materials in accordance with this Interim Order will constitute good and sufficient service of such Court Materials upon all persons who are entitled to receive the Court Materials pursuant to this Interim Order, and shall be deemed to have been served at the times specified in accordance with paragraph 18 of this Interim Order, whether such persons reside within British Columbia or within another jurisdiction, and no other form of service need be effected and no other material need be served on such persons in respect of these proceedings.

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In the event of an interruption in or cessation of postal services due to strike or otherwise, the Petitioner shall be authorized, in addition to or as an alternative to the methods of delivery specified in paragraph 12 above to communicate notice of the Company Meeting by publishing notice of the Company Meeting in one of the following newspapers:

(i) The Globe and Mail (National edition); or
(ii) The National Post,

which publication shall include specific reference to locations (including www.sedarplus.ca) at which copies of the Meeting Materials or Court Materials will be available.

Substantial compliance with paragraphs 12 to 15 above will constitute good and sufficient notice of the Company Meeting and delivery of the Meeting Materials.
Accidental failure of or omission by Canfor Pulp to give notice to any one or more Shareholder, or the non-receipt of such notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Canfor Pulp shall not constitute a breach of this Interim Order or a defect in the calling of the Company Meeting and shall not invalidate any resolution passed or proceeding taken at the Company Meeting, but if any such failure or omission is brought to the attention of Canfor Pulp, then it shall use reasonable best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
The Meeting Materials and any amendments, modifications, updates or supplements to the Meeting Materials and any notice of adjournment or postponement of the Company Meeting, shall be deemed to have been received,

(a) in the case of mailing, the day, Saturday and holidays excepted, following the date of mailing as specified in section 6 of the BCBCA;
(b) in the case of delivery in person, upon receipt thereof at the intended recipient’s address or, in the case of delivery by courier, one business day after receipt by the courier;
(c) in the case of transmission by email or facsimile, upon the transmission thereof;
(d) in the case of advertisement, news release or press release, at the time of publication of the advertisement, news release or press release;
(e) in the case of electronic filing on SEDAR+, upon the transmission thereof; and
(f) in the case of beneficial Shareholders, three (3) days after the delivery thereof to intermediaries and registered nominees.

Notice of any amendments, modifications, updates or supplements to any of the information provided in the Meeting Materials may be communicated, at any time prior to

the Company Meeting, to the Shareholders by press release, news release, newspaper advertisement or by notice sent to the Shareholders using any of the means set forth in paragraph 12, as determined to be the most appropriate method of communication by the Board.

Solicitation of Proxies

Canfor Pulp is authorized to use the forms of proxy and voting instruction form, as applicable, for Shareholders in substantially the same form as is found in Exhibit “B” to the Interim Order Affidavit, subject to Canfor Pulp’s ability to insert dates and other relevant information in the final forms and to make other non-substantive changes and changes legal counsel advise are necessary or appropriate. Canfor Pulp and the Purchaser are authorized, at their expense, to solicit proxies, directly or through their officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as they may determine.
The procedures for the use of proxies at the Company Meeting and revocation of proxies shall be as set out in the Meeting Materials.

Voting

The only persons entitled to vote on the Arrangement Resolution or such other business as properly brought before the Company Meeting shall be those Shareholders as of the close of business on the Record Date.
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 Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Scrutineer

The Chair of the Company Meeting, or such other person as may be designated by the Chair of the Company Meeting upon consultation with legal counsel to the Company, will be authorized to act as scrutineer for the Company Meeting.

Chair of the Company Meeting

The Chair of the Company Meeting shall be an officer or director of the Petitioner, or such other person as may be appointed by the Shareholders for that purpose.

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The Chair of the Company Meeting is at liberty to call on the assistance of legal counsel at any time and from time to time, as the Chair of the Company Meeting may deem necessary or appropriate, during the Company Meeting, and such legal counsel is entitled to attend the Company Meeting for this purpose.
The Chair of the Company Meeting shall be permitted to ask questions of, and demand the production of evidence, from Shareholders or such other persons in attendance or represented at the Company Meeting, as he or she considers appropriate having regard to the orderly conduct of the Company Meeting, the authority of any person to vote at the Company Meeting, and the validity and propriety of the votes cast and the proxies submitted in respect of the Arrangement Resolution.
The Chair of the Company Meeting may, in the Chair’s sole discretion, waive the deadline specified in the form of proxy for the deposit of proxies.
The Chair or another representative of the Petitioner present at the Company Meeting, shall, in due course, file with the Court an affidavit verifying the actions taken and the decisions reached at the Company Meeting with respect to the Arrangement.

Dissent Rights

Registered holders of the Common Shares may exercise, pursuant to and in the manner set forth in sections 237 to 247 of the BCBCA, the right of dissent in connection with the Arrangement Resolution, as same may be modified by the Interim Order, the Final Order and Section 3.1 of the Plan of Arrangement (“Dissent Rights”); provided that, notwithstanding (a) subsection 242(1)(a) of the BCA, the written objection to the Arrangement Resolution referred to in subsection 242(1)(a) of the BCBCA must be received by the Corporation not later than 4:00 p.m. (Vancouver time) two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time) and (b) subsection 245(1) of the BCBCA, the Purchaser and not the Corporation will be required to pay the fair value of such Common Shares held by a Dissenting Shareholder and to offer and pay the amount to which such holder is entitled.
Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Common Shares pursuant to the Dissent Rights (a) will be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser, without any further act or formality, free and clear of all Liens at the time specified in Section 2.3(a) of the Plan of Arrangement, in consideration of a debt claim against the Purchaser, (b) will be deemed to not have participated in the transactions in Article 2 (other than Section 2.3(a)), (c) will be entitled to be paid by the Purchaser, in full satisfaction of such debt claim, an amount equal to the fair value of such Common Shares less any applicable withholdings pursuant to Section 5.4 of the Plan of Arrangement, which fair value, notwithstanding anything to the contrary in the BCBCA, will be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted, and (d) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had

such registered holders not exercised their Dissent Rights in respect of such Common Shares.

Dissenting Shareholders who withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares will be deemed to have participated in the Arrangement pursuant to Section 2.3(c) of the Plan of Arrangement on the same basis as a non-Dissenting Shareholder and shall be entitled to receive the Cash Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(c) of the Plan of Arrangement.
In no circumstances will the Purchaser, the Corporation or any of their respective successors or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised. In no case will the Corporation, the Purchaser, the Depositary, the registrar and transfer agent in respect of the Common Shares or any other Person be required to recognize a Dissenting Shareholder as a Shareholder after the Effective Time and the name of each Dissenting Shareholder will be deleted from the register of holders of Common Shares as at the time specified in Section 2.3(a) of the Plan of Arrangement.
In addition to any other restrictions in the Interim Order or sections 237 to 247 of the BCA, Shareholders who vote in favour of the Arrangement Resolution, or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution will not be entitled to exercise Dissent Rights and will be deemed to have not exercised Dissent Rights in respect of such Common Shares.

Final Order

Upon the approval, with or without variation, by the Shareholders of the Arrangement Resolution, in the manner set forth in this Interim Order, Canfor Pulp may apply for an order of this Court approving the Arrangement, pursuant to section 291 of the BCBCA (the “Final Order”), at the Courthouse at 800 Smithe Street, Vancouver, British Columbia on March 11, 2026 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct.
Any Shareholder has the right to appear (either in person or by counsel) and make submissions at the hearing of the Petition, provided that such person shall file with this Court a Response to Petition in the form prescribed by the Supreme Court Civil Rules together with any evidence or material on which such person intends to rely at the hearing of the Petition, to Canfor Pulp’s counsel at:

Osler, Hoskin & Harcourt LLP
1055 Dunsmuir Street, Suite 3000
Vancouver, BC V7X 1K8

Attention: Teresa Tomchak/Maya Churilov

by 4:00 p.m. (Vancouver time) on March 9, 2026.

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In the event that the hearing of the Petition is adjourned, then only those persons who filed and delivered a Response to Petition in accordance with this Interim Order need be served with notice of the adjourned date.
Canfor Pulp shall not be required to comply with Rule 8-1, and Rule 16-1 of the Supreme Court Civil Rules in relation to the hearing of the Petition for the Final Order approving the Plan of Arrangement, and in particular any materials to be filed by Canfor Pulp in support of the hearing for the Final Order may be filed at any time prior to the hearing for the Final Order without further order of this Court.
Canfor Pulp and the Purchaser may attend the hearing of the Petition by way of video conference pursuant to Rule 23-5(4) of the Supreme Court Civil Rules, without further order of this Court.

Variance

Canfor Pulp shall be entitled, at any time, to apply to vary this Interim Order or for such further order or orders as may be appropriate.
To the extent of any inconsistency or discrepancy between this Interim Order and the Circular, the BCBCA, or the Articles, this Interim Order will govern.
Canfor Pulp shall not be required to comply with Rule 8-1 and Rule 16-1 of the Supreme Court Civil Rules in relation to any application to vary this Interim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Maya Churilov
Counsel for the Petitioner

By the Court.
Registrar

CIRCULAR

No. S260550
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 AND 291 OF BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CANFOR PULP PRODUCTS INC., AND ITS SHAREHOLDERS, AND CANFOR CORPORATION

CANFOR PULP PRODUCTS INC.

PETITIONER

ORDER MADE AFTER APPLICATION

OSLER, HOSKIN & HARCOURT LLP

Suite 3000, Bentall Four
1055 Dunsmuir Street
Vancouver, BC V7X 1K8

Attention: Teresa Tomchak
Matter No. 1246205

D-1

APPENDIX “D”

NOTICE OF HEARING OF PETITION

See attached.

No. S260550
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288 AND 291 OF BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CANFOR PULP PRODUCTS INC., AND ITS SHAREHOLDERS, AND CANFOR CORPORATION

CANFOR PULP PRODUCTS INC.

PETITIONER

NOTICE OF HEARING OF PETITION

NOTICE IS HEREBY GIVEN that a Petition to the Court has been filed by Canfor Pulp Products Inc. ("Canfor Pulp" or the "Company") in the Supreme Court of British Columbia for approval, pursuant to section 291 of the Business Corporations Act, S.B.C. 2002 c. 57 and amendments thereto, of an arrangement proposed by Canfor Pulp and set out in a plan of arrangement as more particularly described and set forth in the management information circular of Canfor Pulp (the "Arrangement").

NOTICE IS FURTHER GIVEN that by Order of the Supreme Court of British Columbia, dated January 28, 2026, the Court has given directions by means of an interim order (the "Interim Order") on the calling of a special meeting (the "Company Meeting") of the holders of the common shares (the "Shareholders") for the purpose of considering and, if deemed advisable, the passing, with or without variation, of a special resolution to approve the Plan of Arrangement (the "Arrangement Resolution") and to transact such further or other business as may properly come before the Company Meeting and any adjournments or postponements thereof.

NOTICE IS FURTHER GIVEN that if the Arrangement Resolution is approved at the Company Meeting, the Petitioner intends to apply to the Supreme Court of British Columbia for a final order (the "Final Order") approving the Arrangement and declaring it to be procedurally and substantively fair and reasonable to all those entitled to receive securities pursuant to the Arrangement, which application will be heard at the courthouse at 800 Smithe Street, in the City of Vancouver, in the Province of British Columbia or as the Court may direct on March 11, 2026 at 9:45 a.m. or as soon thereafter as counsel may be heard or at any other date and time and by any other method as the Court may direct.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE APPLICATION FOR THE FINAL ORDER OR WISH TO BE NOTIFIED OF ANY FURTHER PROCEEDINGS, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing a form entitled “Response to Petition” in the form prescribed by the Supreme Court Civil Rules, together with any evidence or materials which you intend to present to the Court at the Vancouver Registry of the Supreme Court of British Columbia or as the Court may direct and YOU MUST ALSO DELIVER a copy of the Response to Petition and any other evidence or materials to the Company’s address for delivery, which is set out below, on or before March 9, 2026 at 4:00 p.m. (Vancouver time).

YOU OR YOUR SOLICITOR may file the Response to Petition. You may obtain a form of Response to Petition at the Registry during business hours or online from the BC Supreme Court website. The address of the Registry is 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

IF YOU DO NOT FILE A RESPONSE TO PETITION AND ATTEND EITHER IN PERSON (OR AS DIRECTED BY THE COURT) OR BY COUNSEL at the time of the hearing of the application for the Final Order, the Court may approve the Arrangement, as presented, or may approve it subject to such terms and conditions as the Court deems fit, all without further notice to you.

A copy of the Petition to the Court and the other documents that were filed in support of the Interim Order and will be filed in support of the Final Order will be furnished to any Shareholder upon request in writing addressed to the solicitors of the Petitioner at the address for delivery set out below.

The Petitioner’s address for delivery is:

Osler, Hoskin & Harcourt LLP
Suite 3000, Bentall Four
1055 Dunsmuir Street
Vancouver, BC V7X 1K8

Attention: Teresa Tomchak/Maya Churilov
[email protected] / [email protected]

DATED this 28th day of January, 2026.

Signature
☐ Party ☑ Lawyer for the Petitioner
Osler, Hoskin & Harcourt LLP
Teresa Tomchak/Maya Churilov

E-1

APPENDIX "E"

FAIRNESS OPINION

See attached.

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street West, Suite 3800
Toronto, ON M5J 2S1

December 3, 2025

The Special Committee of the Board of Directors
Canfor Pulp Products Inc.
230 1700 West 75th Ave
Vancouver, British Columbia
V6P 6G2

To the Special Committee and the Board of Directors:

Stifel Nicolaus Canada Inc. ("Stifel Canada" or "we") understands that Canfor Pulp Products Inc. (the "Company" or "Pulp") is in discussion with respect to a potential transaction whereby Canfor Corporation or its affiliate (the "Buyer" or "Canfor") may propose to acquire all of the issued and outstanding shares of the Company (the "Shares") not already owned by the Buyer. We understand that the Buyer owns approximately 54.8% of the issued and outstanding Shares.

The above description is summary in nature. The terms and conditions of any proposed transaction (the "Proposed Transaction") will be more fully set forth in an arrangement agreement to be dated on or about December 3, 2025 (the "Arrangement Agreement"). All capitalized terms not defined herein are in reference to their definitions consistent with the Arrangement Agreement.

In connection with the Proposed Transaction, we understand that:

(i) the Buyer will acquire all of the issued and outstanding Shares, other than the Shares already owned by the Buyer, for consideration of C$0.50 per Share in the form of cash or common shares of Canfor (the "Consideration"), at the election of the holder of the Shares ("Shareholders");
(ii) the Proposed Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia);
(iii) the completion of the Proposed Transaction will be conditional upon, among other things, (a) approval by at least two-thirds of the votes cast by Shareholders, and (b) a simple majority of votes cast by Shareholders, excluding any votes of the of the Buyer and its affiliates and any other Shareholder whose votes are required to be excluded pursuant to MI 61-101 (as defined below);
(iv) the terms and conditions of the Proposed Transaction will be described in a management information circular of Pulp to be distributed to the Shareholders in connection with a special meeting of the Shareholders.

Additionally, Stifel Canada has been advised by the Company that the Proposed Transaction constitutes a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and that a formal valuation prepared by an independent valuator is required in accordance with MI 61-101. We further understand that the board of directors of Pulp (the "Board") has formed a committee of independent directors of the Company (the "Special Committee") to, among other things, engage and oversee an independent financial advisor and independent valuator to prepare a formal valuation of the Shares in accordance with MI 61-101.

Engagement of Stifel Canada

Stifel Canada's first correspondence with the Special Committee was in October 2024 with respect to the non-binding proposal letter from Canfor dated November 14, 2024 (the "First Canfor Corp Proposal") and on October 10, 2025 with respect to the Proposed Transaction. Stifel Canada was subsequently retained by the Special Committee pursuant to a letter agreement dated November 14, 2025 (the "Engagement Agreement"), to act as independent financial advisor and independent valuator to the Special Committee in evaluating the Proposed

Transaction, including the preparation and delivery to the Special Committee, and under the supervision of the Special Committee, a formal valuation of the Shares in accordance with the requirements of MI 61-101 (the "Valuation") and Stifel Canada's opinion as to whether the consideration to be received pursuant to the Proposed Transaction by the Shareholders, other than the Buyer, is fair, from a financial point of view, to such holders (the "Opinion", and together with the Valuation, the "Valuation and Opinion").

The Engagement Agreement provides for the payment to Stifel Canada of a fixed retainer fee for its review of strategic alternatives for the Company upon entering into the Engagement Agreement and a fixed fee upon delivery of the Valuation and Opinion. None of the fees payable to Stifel Canada under the Engagement Agreement are contingent upon the conclusions reached in the Valuation or Opinion or the completion of the Proposed Transaction. Additionally, the Company has agreed to reimburse Stifel Canada for reasonable expenses and indemnify Stifel Canada in respect of certain liabilities that might arise out of its engagement. The fees payable to Stifel Canada pursuant to the Engagement Agreement are not financially material to Stifel Canada. No understandings or agreements exist between Stifel Canada and the Company or the Buyer with respect to future financial advisory or investment banking business.

This Opinion has been prepared in accordance with the disclosure standards for fairness opinions of the Canadian Investment Regulatory Organization but the Canadian Investment Regulatory Organization has not been involved in the preparation or review of this Opinion.

Credentials of Stifel Canada

Stifel Canada is a wholly-owned subsidiary of Stifel Financial Corp., which is a publicly traded financial services firm listed on the New York Stock Exchange with offices in Toronto, Vancouver and Montreal, Canada, in New York, St. Louis, Dallas, San Francisco, Washington D.C., Houston and Miami, U.S.A., in London, England, in Frankfurt and Munich, Germany, in Milan, Italy, in Madrid, Spain and in Geneva and Zurich, Switzerland. Stifel Canada is a leading independent Canadian investment dealer focused on investment banking and institutional equities sales and trading for corporate clients and institutional investors. As part of our investment banking activities, we are regularly engaged in the valuation of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel Canada is not in the business of providing auditing services.

The opinions expressed herein are the opinions of Stifel Canada, based on the guidance and materials provided by management, and the form and content hereof has been approved for release by a group of professionals of Stifel Canada, each of whom is experienced in mergers, acquisitions, divestitures, fairness opinions and valuation matters.

Independence of Stifel Canada

In connection with the Special Committee's assessment of whether we are independent of any "interested party" (as defined by MI 61-101), we confirm that:

(a) we are not, and none of our affiliates are, an "issuer insider", "associated entity" nor an "affiliated entity" of any interested party, as each such term is used in MI 61-101;

(b) we are not acting and will not act, and none of our affiliates are acting and will act, as an adviser to any interested party in respect of the Proposed Transaction;

(c) our compensation under the Engagement Agreement does not depend in whole or in part on the conclusion reached in the Valuation or the Opinion or the outcome of the Proposed Transaction;

member of any such group, perform services beyond the customary soliciting dealers' functions nor will we receive more than the per share or per shareholder fee payable to other members of the group;

(e) none of Stifel Canada or its affiliates is the external auditor of any interested party; and
(f) we do not have, and none of our affiliates have, any material financial interest in the completion of the Proposed Transaction.

Additionally, we also confirm that:

(a) we do not have, and none of our affiliates have, a material financial interest in future business under an agreement, commitment or understanding involving the Company or any interested party, or any of their respective associates or affiliates;
(b) except as described below, during the 24 months prior to October 10, 2025, we have not and none of our affiliates has:

i. had a material involvement in an evaluation, appraisal or review of the financial condition of any interested party or any of their respective associates and affiliates;
ii. had a material involvement in an evaluation, appraisal or review of the financial condition of the Company or any of its associates or affiliates;
iii. acted as a lead or co-lead underwriter of a distribution of securities by the Company or any interested party; or
iv. had a material financial interest in a Proposed Transaction involving the Company or any interested party; and

i. a lead or co-lead lender or manager or lending syndicate formed in respect of the Proposed Transaction; or
ii. a lender of a material amount of indebtedness to any interested party or the Company or any of their respective affiliates or associates.

Stifel Canada was first engaged as independent financial advisor and independent valuator to the Special Committee with respect to the First Canfor Corp Proposal pursuant to an engagement letter dated November 17, 2024 between Stifel Canada and the Company for a fixed fee payable upon the delivery of a formal valuation and opinion, which fee was not contingent upon the completion of any transaction or the conclusions of such valuation and opinion. Stifel Canada was then subsequently engaged as a financial advisor to the Company to provide financial advisory services to the Company pursuant to an engagement letter dated July 3, 2025 between Stifel Canada and the Company for a fixed retainer fee, which fee was not contingent upon the completion of any transaction.

Scope of Review

In connection with forming Stifel Canada's Opinion, we have considered, and relied upon (subject to the exercise of our professional judgment, without attempting to verify independently the completeness, accuracy, or fair presentation thereof), among other things, the following:

d) public press releases and news articles;
e) material change reports, and other regulatory filings made by Pulp since January 1, 2023;
f) the audited consolidated financial statements as at and for the fiscal years ended December 31, 2023, and 2024, and unaudited interim financial statements as at and for the three, six and nine months ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025, and September 30, 2025;
g) the historical management discussion and analysis for the fiscal years ended December 31, 2023, and 2024, and for the three, six, and nine months ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025, and September 30, 2025;
h) the annual information form for fiscal years ended December 31, 2023 and 2024;
i) certain industry research publications;
j) public information in connection with the business, operations, historical market prices, trading activity, such as volume, average daily trading value;
k) valuation multiples of Pulp and other selected public companies as Stifel Canada deemed relevant;
l) public information with respect to certain other transactions of a comparable nature, as Stifel Canada deemed relevant;
m) discussions with management on key topics such as:
i. operating assumptions (e.g. availability of fibre, fibre costs, capital expenditures, etc.); and
ii. risk mitigation strategies (e.g. liquidity, fibre costs, etc.); and
iii. internal company forecasts including monthly breakdown of revenue, cost of sales, and operational expenditures to 2026E, quarterly to 2027E, annual to 2029E (including respective underlying business drivers and assumptions), which has been reviewed and signed off by management; and
n) other analyses that were performed and relevant factors that Stifel Canada deemed as appropriate.

Stifel Canada, to the best of its knowledge, has not been denied access or limited by Pulp to any information requested by Stifel Canada.

Assumptions and Limitations

This Opinion prepared by Stifel Canada is subject to the assumptions and limitations described below.

With the approval of the Special Committee and as provided for in the Engagement Agreement, Stifel Canada has relied upon, and has assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or its affiliates, associates or advisors, or otherwise obtained by us pursuant to our engagement (collectively, the "Information"), and this letter is conditional upon such completeness, accuracy and fair presentation of such Information. Without limiting the generality of the foregoing, our descriptions in this letter of the Company and its assets, business and operations are derived from the Information that we have obtained from the Company or its affiliates, associates or advisors or from publicly available sources. Subject to the exercise of our professional judgment and except as expressly described herein, we have not been requested to or attempted to verify independently the accuracy, completeness or fairness of the presentation of any such Information, data, advice, opinions and representations. Furthermore, we have relied upon historical data, operating metrics, and future forecasts and have validated whether this information and assumptions were reasonable by applying our

own judgment based on our knowledge of the company, industry and market. Stifel Canada has not met with the independent auditors of the Company in connection with preparing this Opinion and has assumed the accuracy and fair presentation of, and relied upon, the audited consolidated financial statements and the reports of the auditors thereon, as well as the unaudited interim financial statements and internal financial results of the Company.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning Pulp and its business and relied upon in our financial analyses, we have assumed, subject to our professional judgment, that they have been reasonably prepared on the basis reflecting the reasonable assumptions, best available estimates and judgments of management of the Company in regard to the Company's business, plans, taxation levels, financial condition and prospects of the Company.

The Company has represented to Stifel Canada, in a certificate of two senior officers of the Company, dated the date hereof, among other things, that, subject to the limitations described therein, (i) the Information, data and other material (financial or otherwise) provided to us by or on behalf of the Company, including written information and information provided orally in discussions concerning the Company, including the materials referred to above under the heading "Scope of Review" are complete, true and correct in all material respects as at the date the Information was provided to us and did not contain any untrue statement of a material fact in respect of the Company, its subsidiaries or the Proposed Transaction and did not omit to state a material fact in respect of the Company, its subsidiaries or the Proposed Transaction necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the date on which the Information was provided to Stifel Canada, except as disclosed in writing to Stifel Canada, there has been no material change, financial or otherwise, in the financial condition, assets or liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material adverse impact on the conclusions provided in this Opinion.

This Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as of the date hereof, and the conditions and prospects, financial and otherwise, of the Company and its respective subsidiaries, as they are reflected in the Information and as they have been represented to Stifel Canada in discussions with the management and employees of the Company and its advisors. In our analysis and in connection with the preparation of this Opinion, Stifel Canada has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of either party involved in the Proposed Transaction.

This Opinion has been provided for the exclusive use of the Special Committee and the Board and, other than as permitted by the Engagement Agreement or herein, may not be used by any other person or relied upon by any other person other than the Special Committee and the Board of Directors, or used for any other purpose, without the express prior written consent of Stifel Canada in each specific instance. This Opinion is not intended to be and does not constitute a recommendation to the Special Committee or the Board as to whether it should support the Proposed Transaction, nor as a recommendation to any Shareholder as to whether or not to vote in favour of the Proposed Transaction or as an opinion concerning the trading price or value of any securities of the Company following the announcement or completion of the Proposed Transaction.

We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning Proposed Transaction or the sufficiency of this letter for the Company's purposes.

Stifel Canada has prepared this Opinion as required in order for the Company to satisfy its obligations under applicable securities laws. Stifel Canada believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all the factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to an undue emphasis on any particular factor or analysis.

The Opinion is given as of the date hereof and Stifel Canada disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to Stifel Canada's attention after the date hereof, except as required by us in accordance with MI 61-101. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, Stifel Canada reserves the right to change or modify the Opinion in accordance with the terms of the Engagement Agreement.

Conclusion and Fairness Opinion

Based on our analysis and subject to such other matters as we have considered relevant and the assumptions, qualifications and limitations contained herein, it is the Opinion of Stifel Canada that as of the date hereof, the Consideration to be received by the Shareholders pursuant to the Proposed Transaction is fair, from a financial point of view, to the Shareholders (other than the Shares already owned by the Buyer).

The Opinion has been provided solely for the use of the Special Committee and the Board for the purposes of considering the Proposed Transaction and may not be used or relied upon by any other person or for any other purpose without the prior written consent of Stifel Canada.

Other than as authorized herein, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without Stifel Canada's prior written consent.

Yours very truly,

Stifel Nicolaus Canada Inc.

F-1

APPENDIX "F"

FORMAL VALUATION

See attached.

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

December 3, 2025

The Special Committee of the Board of Directors
Canfor Pulp Products Inc.
230 1700 West 75th Ave
Vancouver, British Columbia
V6P 6G2

To the Special Committee and the Board of Directors:

Stifel Nicolaus Canada Inc. (“Stifel Canada” or “we”) understands that Canfor Pulp Products Inc. (the “Company” or “Pulp”) is in discussion with respect to a potential transaction whereby Canfor Corporation or its affiliate (the “Buyer” or “Canfor”) may propose to acquire all of the issued and outstanding shares of the Company (the “Shares”) not already owned by the Buyer. We understand that the Buyer owns approximately 54.8% of the issued and outstanding Shares.

The above description is summary in nature. The terms and conditions of any proposed transaction (the “Proposed Transaction”) will be more fully set forth in an arrangement agreement to be dated on or about December 3, 2025 (the “Arrangement Agreement”). All capitalized terms not defined herein are in reference to their definitions consistent with the Arrangement Agreement.

In connection with the Proposed Transaction, we understand that:

(ii) the Proposed Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia);

(iii) the completion of the Proposed Transaction will be conditional upon, among other things, (a) approval by at least two-thirds of the votes cast by the Shareholders, and (b) a simple majority of votes cast by Shareholders, excluding any votes of the of the Buyer and its affiliates and any other Shareholder whose votes are required to be excluded pursuant to MI 61-101 (as defined below);

(iv) the terms and conditions of the Proposed Transaction will be described in a management information circular of Pulp to be distributed to the Shareholders in connection with a special meeting of the Shareholders.

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

understand that the board of directors of Pulp (the “Board”) has formed a committee of independent directors of the Company (the “Special Committee”) to, among other things, engage and oversee an independent financial advisor and independent valuator to prepare a formal valuation of the Shares in accordance with MI 61-101.

Engagement of Stifel Canada

Stifel Canada’s first correspondence with the Special Committee was in October 2024 with respect to the non-binding proposal letter from Canfor dated November 14, 2024 (the “First Canfor Corp Proposal”) and on October 10, 2025 with respect to the Proposed Transaction. Stifel Canada was subsequently retained by the Special Committee pursuant to a letter agreement dated November 14, 2025 (the “Engagement Agreement”), to act as independent financial advisor and independent valuator to the Special Committee in evaluating the Proposed Transaction, including the preparation and delivery to the Special Committee, and under the supervision of the Special Committee, a formal valuation of the Shares in accordance with the requirements of MI 61-101 (the “Valuation”) and Stifel Canada’s opinion as to whether the consideration to be received pursuant to the Proposed Transaction by the Shareholders, other than the Buyer, is fair, from a financial point of view, to such holders (the “Opinion”, and together with the Valuation, the “Valuation and Opinion”).

This Valuation has been prepared in accordance with the disclosure standards for formal valuations of the Canadian Investment Regulatory Organization but the Canadian Investment Regulatory Organization has not been involved in the preparation or review of this Valuation.

Credentials of Stifel Canada

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions. Stifel Canada is not in the business of providing auditing services.

Independence of Stifel Canada

In connection with the Special Committee’s assessment of whether we are independent of any “interested party” (as defined by MI 61-101), we confirm that:

(a) we are not, and none of our affiliates are, an “issuer insider”, “associated entity” nor an “affiliated entity” of any interested party, as each such term is used in MI 61-101;

(b) we are not acting and will not act, and none of our affiliates are acting and will act, as an adviser to any interested party in respect of the Proposed Transaction;

(c) our compensation under the Engagement Agreement does not depend in whole or in part on the conclusion reached in the Valuation or the Opinion or the outcome of the Proposed Transaction;

(d) we are not acting and will not act, and none of our affiliates are acting and will act, as a manager or co-manager of any soliciting dealer group in connection with the Proposed Transaction nor will we, as a member of any such group, perform services beyond the customary soliciting dealers’ functions nor will we receive more than the per share or per shareholder fee payable to other members of the group;

(e) none of Stifel Canada or its affiliates is the external auditor of any interested party; and

(f) we do not have, and none of our affiliates have, any material financial interest in the completion of the Proposed Transaction.

Additionally, we also confirm that:

(b) except as described below, during the 24 months prior to October 10, 2025, we have not and none of our affiliates has:

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Scope of Review

In connection with forming Stifel Canada's Valuation, we have considered, and relied upon (subject to the exercise of our professional judgment, without attempting to verify independently the completeness, accuracy, or fair presentation thereof), among other things, the following:

a) non-binding proposal letter from Canfor in respect of the Proposed Transaction (the "Proposal Letter") dated November 5, 2025;
b) draft Arrangement Agreement provided to Stifel Canada on November 26, 2025;
c) certain other publicly available business and financial information relating to Pulp;
d) public press releases and news articles;
e) material change reports, and other regulatory filings made by Pulp since January 1, 2023;

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

f) the audited consolidated financial statements as at and for the fiscal years ended December 31, 2023, and 2024, and unaudited interim financial statements as at and for the three, six and nine months ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025, and September 30, 2025;

g) the historical management discussion and analysis for the fiscal years ended December 31, 2023, and 2024, and for the three, six, and nine months ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025, and September 30, 2025;

h) the annual information form for fiscal years ended December 31, 2023 and 2024;

i) certain industry research publications;

j) public information in connection with the business, operations, historical market prices, trading activity, such as volume and average daily trading value;

k) valuation multiples of Pulp and other selected public companies as Stifel Canada deemed relevant;

l) public information with respect to certain other transactions of a comparable nature, as Stifel Canada deemed relevant;

m) discussions with management on key topics such as:

i. operating assumptions (e.g. availability of fibre, fibre costs, capital expenditures, etc.); and
ii. risk mitigation strategies (e.g. liquidity, fibre costs, etc.); and
iii. internal company forecasts including monthly breakdown of revenue, cost of sales, and operational expenditures to 2026E, quarterly to 2027E, annual to 2029E (including respective underlying business drivers and assumptions), which has been reviewed and signed off by management; and

n) other analyses that were performed and relevant factors that Stifel Canada deemed as appropriate.

Stifel Canada, to the best of its knowledge, has not been denied access or limited by Pulp to any information requested by Stifel Canada.

Prior Valuations

Pulp has represented to Stifel Canada that no prior valuation (as defined by MI 61-101) has been prepared, with respect to Pulp or Pulp's securities or materials assets, in the past 24 months preceding the date thereof.

Assumptions and Limitations

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

This Valuation prepared by Stifel Canada is subject to the assumptions and limitations described below.

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the date on which the Information was provided to Stifel Canada, except as disclosed in writing to Stifel Canada, there has been no material change, financial or otherwise, in the financial condition, assets or liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material adverse impact on the conclusions provided in this Valuation.

This Valuation is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as of the date hereof, and the conditions and prospects, financial and otherwise, of the Company and its respective subsidiaries, as they are reflected in the Information and as they have been represented to Stifel Canada in discussions with the management and employees of the Company and its advisors. In our analysis and in connection with the preparation of this Valuation, Stifel Canada has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of either party involved in the Proposed Transaction.

This Valuation has been provided for the exclusive use of the Special Committee and the Board and, other than as permitted by the Engagement Agreement or herein, may not be used by any other person or relied upon by any other person other than the Special Committee and the Board of Directors, or used for any other purpose, without the express prior written consent of Stifel Canada in each specific instance. This Valuation is not intended to be and does not constitute a recommendation to the Special Committee or the Board as to whether it should support the Proposed Transaction, nor as a recommendation to any Shareholder as to whether or not to vote in favour of the Proposed Transaction or as an opinion concerning the trading price or value of any securities of the Company following the announcement or completion of the Proposed Transaction.

Stifel Canada has prepared this Valuation as required in order for the Company to satisfy its obligations under applicable securities laws. Stifel Canada believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all the factors and analyses together, could create a misleading view of the process underlying the Valuation. The preparation of a valuation is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to an undue emphasis on any particular factor or analysis.

The Valuation is given as of the date hereof and Stifel Canada disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Valuation which

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

may come or be brought to Stifel Canada’s attention after the date hereof, except as required by us in accordance with MI 61-101. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Valuation after the date hereof, Stifel Canada reserves the right to change or modify the Valuation in accordance with the terms of the Engagement Agreement.

Business of Pulp

Production Facilities

Pulp is a leading global supplier of pulp and paper products with operations based in the northern interior of British Columbia. Pulp owns and operates the Northwood pulp mill and the Intercontinental pulp mill, with a combined annual capacity to produce for sale to the market approximately 780,000 tonnes of northern softwood market kraft (“NBSK”) pulp (including 300,000 tonnes of annual production capacity that, effective August 2024, has been indefinitely curtailed). Pulp also owns and operates the Prince George paper machine, with an annual production capacity of 140,000 tonnes of bleached and unbleached kraft paper.

In addition, Pulp generates power at both of its operating NBSK pulp mills and has long-term agreements with a BC energy company for electrical load displacement and the sale of power.

Markets

Pulp has a sales and marketing department staffed by full-time professionals who are responsible for global sales of the pulp produced by the mills. Customers in the Americas are serviced through the Vancouver office. Japan, and Korea have direct to market representation through Canfor offices in these respective countries. European and Asian customers outside of Japan, and Korea, are serviced mostly through long-term sales agents. Sales agents generally realize a commission based either on a percentage of the net selling price of the pulp, or on a rate per tonne of pulp sold, with the fee varying depending on the selling price, services provided, and the tonnage sold. For the paper segment, the Company conducts its own direct marketing for its bleached and unbleached kraft paper customers, serviced primarily through its Vancouver office.

Distribution

In 2024, the approximate geographic distribution of the Company’s mills’ pulp sales by volume was 75% to Asia, 21% to the Americas, and 4% to the European market. The approximate geographic distribution of kraft paper sales by volume in 2024 was 83% to the Americas, 9% to Asia, and 8% to Europe/Middle East. The Company uses various modes of surface transportation to distribute its pulp and kraft paper products. In the case of pulp, product is shipped from the mills by rail or truck, with each of the mills serviced by at least one dedicated rail spur. In the case of kraft paper, due to the smaller average order size, a much higher percentage is shipped by truck,

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

with the balance shipped by rail. Products destined for overseas customers are generally transported by breakbulk

Raw Material Costs and Availability

The principal raw material utilized by the Company in its manufacturing operations is wood chips. In 2024, Pulp purchased 60% of its fibre supply from Canfor. The Company’s evergreen Fibre Supply Agreements with Canfor contain pricing formulas that result in the Company paying market price for wood chips and contain provisions to adjust pricing to reflect market conditions.

The remaining raw materials are purchased from other suppliers, which is dependent on existing sawmills running at current levels. If the residual chip supply is reduced as a result of allowable annual cut reductions, lower sawmill production or sawmill closures, whether temporary or permanent, it is expected that the market price for wood chips will increase.

Historical Results of Operations

The following table provides a summary of the Company’s financial results for the last three completed financial years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024, and September 30, 2025.

(C$ millions)	Year Ended Dec. 31,			9 months ended Sept. 30,
	2022	2023	2024	2024	2025
Revenue	$1,085.6	$875.5	$798.6	$635.5	$538.7
Operating Income (Loss)	($106.0)	($127.5)	($226.5)	($230.6)	($10.5)
Net Income (Loss)	($79.1)	($96.1)	($161.9)	($164.8)	($13.1)

The following table summarizes Pulp’s consolidated balance sheet as at December 31, 2024 and September 30, 2025:

(C$ millions)	Dec. 31, 2024	Sept. 30, 2025
Cash and Cash Equivalents	$15.3	$8.6
Other Current Assets	$200.8	$193.4
Property, Plant, and Equipment	$189.7	$178.8
Other Non-Current Assets	$47.1	$52.0
Total Assets	$452.9	$432.8
Operating Loan	$98.0	$98.0
Other Current Liabilities	$130.2	$122.9
Non-Current Liabilities	$48.7	$46.3
Total Equity	$176.0	$165.6
Total Liabilities and Equity	$452.9	$432.8

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Historical Trading Information

The following table sets forth for the periods indicated, the intraday high and low trading prices quoted and the total volume traded of the Shares on the TSX.

(C$ per share except as indicated)	Intraday Prices (C$)		Volume
	Low	High	(000 shares)
2025
January	$0.76	$0.90	262.7
February	$0.70	$0.83	405.7
March	$0.63	$0.75	312.3
April	$0.66	$0.80	188.2
May	$0.63	$0.76	199.0
June	$0.68	$0.75	275.7
July	$0.66	$0.73	547.6
August	$0.55	$0.68	438.7
September	$0.33	$0.62	1,634.2
October	$0.37	$0.44	489.0
November	$0.33	$0.42	1,383.0
December 1 to December 2(1)	$0.39	$0.41	32.7

(1) Up to and including December 2, 2025, the last trading day prior to which Stifel orally delivered the Valuation and Opinion.

The closing price of the Shares on the TSX on November 5, 2025, the last trading day prior to Pulp receiving the Proposed Transaction from the Buyer, was $0.39. The closing price of the Shares on the TSX on December 2, 2025, the last trading day prior to which Stifel Canada orally delivered the Valuation and Opinion was $0.40. The closing price of the Shares on the TSX on December 3, 2025, the day Stifel Canada orally delivered the Valuation and Opinion was $0.38.

Definition of Fair Market Value

For the purposes of the Valuation, and in accordance with MI 61-101, "fair market value" means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm's length with the other and under no compulsion to act ("Fair Market Value"). In accordance with MI 61-101, Stifel Canada has made no downward adjustment to the Fair Market Value of the Shares to reflect the liquidity of the Shares, the effect of the Proposed Transaction on the Shares, or the fact that the Shares held by minority Shareholders do not form part of a controlling interest.

Approach to Value Analysis

The Valuation provides a conclusion on a per Share basis with respect to Pulp's "en bloc" value, being the price at which all of the Shares could be sold to one or more buyers in a single transaction or series of transactions.

Stifel Canada did not consider whether any synergies will accrue to the Buyer as a consequence of the completion of the Proposed Transaction.

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Valuation Methodologies

In determining the Fair Market Value of the Shares, Stifel Canada applied three principal valuation methodologies:

a discounted cash flow analysis (“DCF Analysis”);
a comparable companies trading analysis (“Comparable Trading Analysis”); and
a comparable precedent transactions analysis (“Precedent Transactions Analysis”).

We also approached our analysis using a number of secondary techniques including analyst price targets, and historical trading analysis, but did not rely on these methods to arrive at our conclusion regarding the Fair Market Value of the Shares as when applying our judgment and experience.

Discounted Cash Flow Analysis

To assist in determining the Fair Market Value of the Shares, Stifel Canada performed a DCF Analysis. In its analysis, Stifel Canada discounted to December 1, 2025, both the present value of the projected unlevered after-tax free cash flows and the terminal value determined at the end of the forecast period based on a terminal exit multiple methodology.

Stifel Canada projected Pulp’s unlevered after-tax free cash flows from management’s current 2025-2029 forecast (“Forecast Period”). These projections allowed for the determination of sensitivities with respect to input variables.

In addition to the Forecast Period, Management’s Forecast (as defined below) also includes assumptions for the Trend year (“Trend”). Trend EBITDA is an important component for the DCF analysis given the volatility of NBSK pricing and fibre costs. The Trend EBITDA figured is calculated from Trend NBSK and fibre pricing.

Management’s Forecast Overview

In between October and December of 2025, Stifel Canada conducted an assessment of management's forecast prepared by Pulp management and reviewed by the Board, including key drivers and assumptions (“Management’s Forecast”). Management’s Forecast included monthly projections for the stub period of December 1, 2025 – December 31, 2025, quarterly projections for 2026 and annual projections thereafter. Management’s Forecast was provided to Stifel Canada on December 1, 2025.

Stifel Canada’s Review of Management’s Forecast

In review of Management’s Forecast, we reviewed and evaluated Pulp’s management’s driving underlying assumptions, including, but not limited to:

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

production levels by segment;
fibre supply and costs;
operating costs by segment;
capital expenditures;
foreign exchange rates; and
NBSK prices,

In order to establish comfort in whether to rely on Management’s Forecast we completed the following:

a review of historical actual results against prior budgets;
a review of the Company’s approach to developing business plans and their forecasting process;
discussions with Pulp’s management regarding the basis for a number of their model assumptions and how credible (or non-credible) they are; and
scenario analysis on key revenue and expense drivers.

Stifel Canada Adjustments to Management’s Assumptions

As a result of our quantitative and qualitative review of the aforementioned, among other materials, Stifel Canada made two adjustments to Management’s Forecast to derive the Adjusted Forecast (“Adjusted Forecast”) for the purposes of the valuation analysis:

Foreign exchange rates: Stifel Canada applied average annual Bloomberg forward USD/CAD foreign exchange rates throughout the entirety of the forecast period to Management’s Forecast (2025-2029). Stifel Canada applied the December 31, 2029 Bloomberg forward USD/CAD foreign exchange rate to the Trend year.
NBSK Pricing: Stifel Canada applied third-party consensus benchmark NBSK pricing projections throughout the forecast period to Management’s Forecast (2026-2028). As of November 1, 2025, the third-party forecasts did not publish pricing projections for 2029. Stifel Canada conducted a comprehensive trend analysis on ten years of historical commodity pricing to derive a Trend price that reflects that projected valuation trajectory based on observed historical NBSK data. Stifel Canada applied this price to the Trend period and to Management’s Forecast for 2029.

As a result of our rigorous quantitative and qualitative review of the aforementioned, among other materials, Stifel Canada believes that the Adjusted Forecast appears reasonable and credible and was therefore relied upon in the construction of the DCF Analysis.

Summary of Adjusted Forecast

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

In calculating Adjusted Forecast’s unlevered after-tax free cash flow projections used in the DCF Analysis, we did not include the payment of cash taxes. Pulp had an operating loss balance of $201.8 million as of October 31, 2025, which offsets tax expenses throughout the forecast period.

Below is a summary of the DCF:

Discounted Cash Flow

(C$ millions unless otherwise noted)

EBITDA	Fiscal Year Ended Dec. 31,
	December 2025E	2026E	2027E	2028E	2029E	Trend
EBITDA	$1.9	$1.2	$156.7	$38.0	$36.8	$32.8
Non-Operational Income (Expenses)	$7.5	$10.1	($1.4)	($2.2)	($2.0)	$0.0
Capex	($10.0)	($35.0)	($45.0)	($45.0)	($45.0)	($45.0)
Change in Working Capital	($5.2)	$2.3)	($3.5)	$7.7	($1.6)	$0.8
Unlevered Free Cash Flow	($5.8)	($21.4)	$106.9	($1.5)	($11.8)	($11.5)
PV Factor	0.9950	0.8830	0.7836	0.6954	0.65551	0.6171
PV of Unlevered Free Cash Flow	($5.7)	($18.9)	$83.8	($1.1)	($7.7)	($7.1)

Discount Rate Analysis

We estimate a weighted average cost of capital (“WACC”) to discount the projected unlevered after-tax free cash flows. The WACC was calculated using a cost of equity and an after-tax cost of debt, weighted on the basis of management’s target capital structure. The cost of debt was calculated based on Pulp’s current credit facility, which has an interest rate of Canadian Overnight Repo Rate Average + 2.50% margin (“Cost of Debt”). We then multiplied the Cost of Debt by the Canadian Corporate Tax Rate to arrive at the after-tax cost of debt. To estimate the cost of equity, we used the Capital Asset Pricing Model (“CAPM”). CAPM estimates the cost of equity with reference to the risk-free rate of return, the risk of equity relative to the market (“beta”) and a market equity risk premium. To select the appropriate unlevered beta, Stifel Canada performed a series of calculations and consulted certain third-party sources in estimating Pulp’s beta and considered a comparable company that has similar risks. The selected unlevered beta was relevered using the assumed target capital structure and was applied in the CAPM approach to calculate the cost of equity.

Below are the assumptions used by Stifel Canada in estimating WACC for Pulp:

Cost of Debt

Pre-Tax Cost of Debt(1) ... 5.0%
Statutory Tax Rate ... 26.5%
After-Tax Cost of Debt ... 3.7%

STIFEL
Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Cost of Equity

Risk-Free Rate(2) 3.2%
Adj. Levered Beta(3) 0.395
Market Risk Premium(4) 4.3%
Size Premium(5) 10.7%
Cost of Equity 15.7%

Target Capital Structure(6)

Debt-to-Total Capitalization 25.0%
Weighted Average Cost of Capital 12.7%

1) Management cost of debt estimate based on Pulp's current credit facility, which has an interest rate of Canadian Overnight Repo Rate Average + 250 bps margin.
2) Risk-Free Rate corresponds to the Canadian 10-year government bond yield as at December 2, 2025, as per Bank of Canada.
3) Based on Mercer International's adjusted unlevered beta and Pulp's latest capital structure provided by management as of November 30th, 2025.
4) Based on Canadian market risk premium, as per Stern University.
5) Estimated size premium as per Kroll Cost of Capital Navigator.
6) Target capital structure per management guidance.

Based upon the foregoing, Stifel Canada determined the appropriate WACC for the Company to be approximately 12.7%. For the purposes of DCF analysis, Stifel Canada selected a WACC range of 11.7% - 13.7%.

Terminal Value

Stifel Canada calculated terminal enterprise values at the end of the Forecast Period based on a range of Total Enterprise Value ("EV")/Trend EBITDA multiples. The terminal multiple range was developed based on a review of the EV/Trend EBITDA multiple of Pulp's closest comparable company, Mercer International Inc. ("Mercer").

Based on the foregoing, Stifel Canada selected an EV/Trend EBITDA multiple of 3.4x - 4.4x for Pulp to determine the terminal value in the DCF Analysis.

For the purposes of determining a terminal value EV/Trend EBITDA multiple range for the DCF Analysis, Stifel Canada also considered historical Pulp EV/Trend EBITDA multiples. Stifel Canada noted meaningful changes in NBSK pricing and the British Columbia fibre situation, making the application of historical trading multiples less meaningful.

Stifel Canada also considered precedent transactions involving North American pulp companies with meaningful British Columbia fibre exposure and available EV/Trend EBITDA information. While Stifel Canada identified Atlas Holdings' acquisition of West Fraser Timber Co. Ltd's Quesnel River Pulp mill, and its Slave Lake Pulp Mill as a relevant precedent transaction,

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

EV/Trend EBITDA multiples for this transaction were not available. Stifel Canada did not identify any other relevant precedent transactions for the purposes of determining an EV/Trend EBITDA multiple.

Based on the foregoing, Stifel Canada concluded that applying an EV/Trend EBITDA exit multiple based on Pulp’s closest comparable company was the most appropriate method in determining terminal value in the DCF Analysis.

Summary of DCF Analysis

The following table summarizes the results of the DCF Analysis, assuming a discount rate of 11.7% to 13.7% and a terminal NBSK price of US$719.1 to US$919.1. The analysis represents the aggregate value of Pulp’s operating assets based on the present value of the unlevered after-tax free cash flows derived from the DCF to arrive at an equity value and equity value per Share. Stifel Canada added the net debt position as of November 30, 2025E as estimated by Pulp’s management to the estimated enterprise value, and does not include the shortfall in net working capital.

Below is a summary of the DCF Analysis per Share value range.

	Implied DCF Valuation Range
(C$ millions except otherwise noted)	Low	High
WACC	13.7%	11.7%
Exit Multiple	3.9x	3.9x
Trend Pulp Prices (US$)	$809.1	$829.1
PV of Terminal Value	$64.4	$82.7
PV of UFCF	$49.3	$51.4
Enterprise Value	$113.7	$147.7
(-) Net Debt(1)	($109.5)	($109.5)
Equity Value	$4.2	$38.2
Fully Diluted Shares Outstanding (mm)	65.2	65.2
Implied Share Price	$0.06	$0.59

(1) Net debt as of November 30th, 2025 as provided by management. Net debt does not include the amount of capital required to fund the estimated working capital shortfall.

Under the DCF Analysis, the value per Share was determined to be in the range of approximately C$0.06 to C$0.59.

Sensitivity Analysis

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Stifel Canada performed sensitivity analyses representing step changes to certain key assumptions and the resulting impact on the value per Share under both operating scenarios, as summarized below:

(C$ millions except otherwise noted)	Base Metric	Sensitivity	Impact on Value per Share
			$	%
DCF Inputs
WACC	12.7%	+ / - 1.0%	$0.06	18.8%
Exit Multiple	3.9x	+ / - 0.5x	$0.16	50.0%
Trend Pricing Inputs
Trend USD / CAD Fx Rate	1.356	+ / - 5.0%	$0.80	250.0%
Trend NBSK Pulp Price	$819.1 / ADMT	+ / - $20	$0.40	125.0%
Fibre Cost
Trend Fibre Cost	$176.0 / Odt	+ / - 5.0%	$0.41	128.1%

Research Analyst Price Targets

Stifel Canada reviewed and relied upon public market trading price targets for the Shares of Pulp. Equity research analyst price targets reflect each analyst's estimate of the future public market trading price of the Shares at the time of publishing.

Stifel Canada specifically reviewed the four available research reports, referencing financial estimates and price targets for Pulp and comparable companies prior to the announcement of the transaction on December 3, 2025.

(C$ per share)	As of December 2, 2025
Average Price Target	$0.55
Median Price Target	$0.53

Source: Factset broker estimates as of December 2, 2025.

Comparable Companies Trading Analysis

We reviewed the trading metrics of a number of publicly traded pulp companies based in North America believed to be the most comparable to Pulp, considering attributes such as:

meaningful exposure to the British Columbia fibre situation;
high percentage of revenue to sales in China;
business operations predominantly focused on NBSK pulp; and

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

an enterprise value range we considered in the range comparable to Pulp.

The criteria above are broad and Stifel Canada applied qualitative and quantitative judgment to individual peers. Stifel Canada. Stifel Canada relied on its professional judgment and experience in rendering such opinions to select the most appropriate comparable(s). Stifel Canada considered Mercer to be the only relevant comparable company based on the aforementioned criteria.

For the purposes of our analysis, we based our valuation on an EV/Trend EBITDA multiple as investors and the majority of the equity research analyst community use these metrics for comparative purposes within the pulp sector and also because we believe this metric most appropriately reflects the volatility of NBSK pricing and fibre costs.

Stifel Canada's comparable company trading analysis involving applying the selected ranges of EV to Trend EBITDA multiple(s) to both operating scenarios to arrive at a total aggregate value. Net debt and lease liabilities were subtracted to arrive at equity value. The equity value was then divided by the fully diluted share counts to arrive at an implied value per share.

The following table is a summary of the comparable companies considered and the selected Comparable Company trading metrics.

| (Expressed in C$mm)
Company Name | Market Cap | Enterprise Value | EV / EBITDA | | |
| --- | --- | --- | --- | --- | --- |
| | | | 2025E | 2026E | Trend |
| Primary Peer Group | | | | | |
| Mercer International Inc. | $177.0 | $2,219.3 | 250.7x | 8.5x | 3.9x |
| Secondary Peer Group | | | | | |
| Suzano S.A. | $16,030.8 | $34,323.7 | 6.0x | 5.1x | - |
| Klabin S.A. | $5,836.9 | $14,071.7 | 6.9x | 6.4x | - |
| Empresas CMPC S.A. | $5,066.7 | $11,088.3 | 6.9x | 5.7x | - |
| Altri, SGPS, S.A. | $1,495.7 | $1,995.3 | 10.1x | 7.4x | - |
| ENCE Energia y Celulosa, S.A. | $922.7 | $1,736.9 | 11.7x | 8.2x | - |
| Peer Group Average | | | 48.7x | 6.9x | 3.9x |

Source: Company filings, FactSet, priced as of market close on December 2, 2025.

Summary of Comparable Companies Trading Analysis

The Comparable Companies Trading Analysis approach is not an "en bloc" valuation methodology, and therefore Stifel Canada applied a 30% control premium to the equity value of Pulp in order to derive an appropriate valuation multiple for the Company. Stifel Canada applied its professional judgment, taking into consideration Pulp's financial and operating characteristics,

STIFEL

Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

to derive a range of values of C$0.00 to C$0.42 per share from the Comparable Companies Trading Analysis.

Precedent Transactions Analysis

The Precedent Transactions Analysis considers transaction prices in the context of a purchase or sale of a comparable company or asset to estimate the “en bloc” value of a particular asset or company. The prices paid for companies and assets in our relevant precedent transactions provide an indication of value.

We reviewed a number of precedent transactions based in North America to determine our group of comparable precedent transactions. We considered attributes such as:

meaningful exposure to the British Columbia fibre situation;
high percentage of revenue to sales in China;
business operations predominantly focused on NBSK pulp; and
an enterprise value range we considered in the range comparable to Pulp.

Stifel Canada notes that there are a relatively limited number of directly comparable transactions due to the company’s unique British Columbia fibre exposure and limited scale. However, we have applied our qualitative and quantitative judgment as well as our experience in rendering such opinions to select the most appropriate precedent transaction(s). Stifel Canada considered Atlas Holdings’ acquisition of West Fraser Timber Co. Ltd’s Quesnel River Pulp mill, and its Slave Lake Pulp Mill to be the only relevant comparable company based on the aforementioned criteria.

For the purposes of the analysis, we based our valuation on an EV to Active Operating Capacity (millions of tonnes per year) multiple. Stifel Canada noted that the EV/Trend EBITDA multiple was not available for this transaction. Stifel Canada believes that EV to Active Operating Capacity and EV/Trend EBITDA multiples most appropriately reflect the volatility of NBSK pricing and fibre costs. Based on the foregoing, Stifel Canada applied the Active Operating Capacity acquisition multiple of the precedent transaction(s).

Below is a summary of the selected precedent transaction(s) and other precedent transactions considered in the Precedent Transactions Analysis.

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Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Date	Acquirer	Target	Country	EV (C$mm)	EV / EBITDA	EV / Capacity (C$/t)
Aug-25	American Industrial Partners	International Paper (Global Cellulose Fibers division)	USA	2,086	6.7x	$766/t
Apr-24	Atlas Holdings	West Fraser (Quesnel River Pulp & Slave Lake Pulp)	Canada	165	n.a.	$239/t
Feb-24	Mondi	West Fraser (Hinton Pulp Mill)	Canada	7	n.a.	nmf
Aug-23	Atlas Holdings	Resolute PP Canada (Thunder Bay Mill)	Canada	307	n.a.	$554/t
Nov-21	Paper Excellence Canada Holding	Domtar Corporation	USA	3,839	10.1x	$1,129/t
Jun-21	Sodim SGPS SA	Semapa - (46%)	Portugal	3,737	7.1x	nmf
Aug-19	Sappi	Rayonier Advanced Materials (Matane Mill)	Canada	231	3.3x	$856/t
Jan-19	Suzano	Fibria Celulose	EUR	17,973	10.2x	nmf
Dec-18	New-Indy Containerboard	Resolute Forest Products (Catawba Mill)	USA	409	n.a.	nmf
Dec-18	Mercer International Inc	Daishowa-Marubeni International Ltd.	Canada	370	5.0x	$573/t
Nov-17	Rayonier Advanced Materials	Tembec	Canada	1,231	6.3x	nmf
Dec-16	International Paper	Weyerhaeuser Company	USA	2,932	6.0x	$1,543/t
Oct-16	BHL	Bracell Ltd	Brazil	1,508	6.2x	nmf
Dec-14	OJ Holdings	Carter Holt Harvey Limited - Pulp and Paper	New Zealand	929	9.2x	$1,548/t
Aug-13	Georgia Pacific	Buckeye	USA	1,541	6.8x	$2,223/t
Feb-13	Arctic Paper	Rottneros	Sweden	61	3.9x	nmf
May-12	Resolute Forest Products	Fibrek Inc.	Canada	231	NM	$305/t
Average					6.7x	$974/t

Source: Mergermarket, Capital IQ, Company filings.

Summary of Precedent Transactions Analysis

	Q4 Capacity	Multiple Range		Implied Enterprise Value Range		Implied Equity Value per Share
		Low	High	Low	High	Low	High
	(Mt/Yr)	x	x	(C$mm)	(C$mm)	C$/sh	C$/sh
Capacity Multiple	0.620	219.2x	259.2x	$135.9	$160.7	$0.17	$0.55

Source: Company filings, FactSet, priced as of market close on December 2, 2025; CAD:USD FX rate of 1.40 as of December 2, 2025.

Our approach considered this transaction as a good estimate of “en bloc” value. Stifel Canada derived a range of values of C$0.17 to C$0.55 per share from the Precedent Transactions Analysis which is inclusive of the shortfall in net working capital.

STIFEL
Stifel Nicolaus Canada Inc.
161 Bay Street. Suite 3800
Toronto, Ontario M5J 1C4

Formal Valuation Conclusion

In arriving at an opinion of Fair Market Value for the Shares, Stifel Canada has not attributed any particular weight to any specific factor but has made qualitative and quantitative judgments based on experience in rendering such opinions and on circumstances then prevailing as to the significant and relevance of each factor.

Based upon and subject to the foregoing and such other factors as we considered relevant, Stifel Canada is of the opinion that, as of the date hereof, the Fair Market Value of the Shares is in the range of C$0.08 to C$0.52 per Share.

Yours very truly,

Stifel Nicolaus Canada Inc.

G-1

APPENDIX “G”

INFORMATION CONCERNING THE PURCHASER

All capitalized terms used in this Appendix “G” and not defined herein have the meaning ascribed to such terms in the management information circular (the “Circular”) to which this Appendix is appended.

Canfor Corporation (the “Purchaser”) is a Canadian forest products company based in Vancouver, British Columbia, involved primarily in the lumber business, with production facilities in Canada (British Columbia and Alberta), the United States (Alabama, Arkansas, Georgia, Mississippi, Louisiana, North Carolina and South Carolina), as well as Sweden (Småland, Skåne, Västra, Götaland, Västmanland, Dalarna, Södermanland and Uppland). The Purchaser also has 54.8% interest in the pulp and paper business owned by Canfor Pulp Products Inc. (the “Company”), which interest shall increase to 100% on completion of the Arrangement.

Certain statements contained in this Appendix “G”, and in the documents incorporated by reference herein, constitute forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements relate to future events or the future performance of the Purchaser and/or its subsidiaries. Readers are cautioned that actual results may vary. See “Forward-Looking Statements” and “Risk Factors” in the body of the Circular and “Risk Factors” below.

DOCUMENTS INCORPORATED BY REFERENCE

Information concerning the Purchaser has been incorporated by reference in this Circular, including this Appendix “G”, from documents filed with the securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of the Purchaser at its registered and head office at 101-161 East 4th Avenue, Vancouver, British Columbia, V5T 1G4 and are also available on the Purchaser’s SEDAR+ profile at www.sedarplus.com. The Purchaser’s filings on SEDAR+ are not incorporated by reference in this Circular except as specifically set forth herein.

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada are specifically incorporated by reference into, and form an integral part of, this Circular:

the annual information form of the Purchaser for the financial year ended December 31, 2024, dated and filed on the Purchaser’s SEDAR+ profile on March 6, 2025 (“Canfor Corp AIF”);
the audited annual consolidated financial statements of the Purchaser for the years ended December 31, 2024 and December 31, 2023, comprised of the consolidated balance sheets as at December 31, 2024 and December 31, 2023, the consolidated statements of income (loss) for the years then ended, the consolidated statements of comprehensive income (loss) for the years then ended, the consolidated statements of changes in equity for the years then ended, the consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policy information and the independent auditor’s report dated and filed on the Purchaser’s SEDAR+ profile on March 6, 2025 (“Canfor Corp Annual Financial Statements”);
the management’s discussion and analysis of the Purchaser for the years ended December 31, 2024 and December 31, 2023 dated and filed on the Purchaser’s SEDAR+ profile on March 6, 2025 (“Canfor Corp Annual MD&A”);
the condensed interim financial statements for the three months and nine months ended September 30, 2025 and 2024, filed on the Purchaser’s SEDAR+ profile on November 5, 2025 (“Canfor Corp Interim Financial Statements”);
the management’s discussion and analysis of the Purchaser for the three months and nine months ended September 30, 2025, filed on the Purchaser’s SEDAR+ profile on November 5, 2025 (“Canfor Corp Interim MD&A”); and

the information circular dated as of March 20, 2025, and filed on the Purchaser’s SEDAR+ profile on April 16, 2025, in respect of the Purchaser’s annual general shareholders’ meeting held on May 8, 2025.

Any document of the type referred to in the preceding paragraph or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions that is filed by the Purchaser with a securities commission or similar regulatory authority in any of the provinces or territories of Canada, and any press release issued by the Purchaser which includes an express statement therein that it is deemed to be incorporated by reference in this Circular, in each case after the date of this Circular (excluding press releases which do not include an express statement therein that it is deemed to be incorporated by reference in this Circular, and confidential material change reports) shall be deemed to be incorporated by reference in this Circular.

Any statement contained in this Circular or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Circular modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this Circular, except as so modified or superseded.

References to the Purchaser’s website or any other website in this Circular, or any documents that are incorporated by reference into this Circular do not incorporate by reference the information on such website(s) into this Circular, and the Purchaser disclaims any such incorporation by reference.

OVERVIEW

The Purchaser was incorporated on May 17, 1966 under the Company Act (British Columbia) as part of a reorganization of predecessors of the Canfor group of companies, the first of which commenced operations in 1938. The Purchaser is now governed by the Business Corporations Act (British Columbia) (“BCBCA”). In July 1983, the Purchaser became a public company. The Purchaser is a reporting issuer in each of the provinces of Canada and the common shares of the Purchaser (the “Canfor Corp Shares”) are listed and traded on the Toronto Stock Exchange (“TSX”).

For additional information with respect to the Purchaser’s business, operations and financial condition, refer to the Canfor Corp AIF, Canfor Corp Annual Financial Statements, Canfor Corp Annual MD&A, Canfor Corp Interim Financial Statements, Canfor Corp Interim MD&A and the other documents incorporated by reference into this Circular available on SEDAR+ at www.sedarplus.ca. See “Documents Incorporated by Reference” above.

The following chart shows the Purchaser’s material subsidiaries and its interest in the Company, and their primary products or activities and the percentage of voting securities or ownership held. All of the companies listed below were incorporated or amalgamated under the laws of British Columbia and are now governed by the BCBCA, except Canfor Pulp Ltd., which is constituted under the Canada Business Corporations Act, Canfor Southern Pine, Inc. (formerly New South Companies Inc.), which is constituted under the laws of the State of South Carolina and Canfor Sweden (Forest Products) AB, and Vida AB, each of which is constituted under Swedish laws.

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Recent Developments

Except as set forth in this Circular, there have been no material recent developments in the business of the Purchaser since September 30, 2025, the date of the Canfor Corp Interim Financial Statements and Canfor Corp Interim MD&A.

CONSOLIDATED CAPITALIZATION

Other than as set forth in this Circular, there have been no material changes in the share or loan capital of the Purchaser, on a consolidated basis, since September 30, 2025, the date of the Canfor Corp Interim Financial Statements and Canfor Corp Interim MD&A.

On December 2, 2025, the Company announced that it closed an amendment to its existing operating loan facility. Under the terms of the amendment, the Company granted security to its lenders and obtained a waiver of its financial covenants for the fiscal quarter ended December 31, 2025 (the “Covenant Relief Period”). During the Covenant Relief Period, the Company is subject to a minimum liquidity test of $10 million, effectively reducing its operating loan facility from $160 million to $150 million. Following the Covenant Relief Period, the Company will continue to be subject to certain financial covenants, including a maximum net debt to total capitalization ratio of 55% and a minimum earnings before interest, taxes, depreciation and amortization interest coverage ratio of 1.5 times, which is effective if the net debt to total capitalization ratio exceeds 42.5%.

DESCRIPTION OF CAPITAL STRUCTURE

Canfor Corp Shares and Preferred Shares

The authorized share capital of the Purchaser consists of 1,000,000,000 Canfor Corp Shares and 10,000,000 preferred shares with a par value of $25 each. As at January 28, 2026, there were 116,428,846 Canfor Corp Shares issued and outstanding and no preferred shares of the Purchaser issued and outstanding.

The holders of Canfor Corp Shares are entitled to vote at all meetings of shareholders of the Purchaser, except meetings at which only holders of preferred shares of the Purchaser would be entitled to vote. The holders of Canfor Corp Shares are entitled to receive dividends as and when declared on the Canfor Corp Shares.

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The holders of preferred shares of the Purchaser are not generally entitled to receive notice of, or to attend or vote at, general meetings of shareholders of the Purchaser. Preferred shareholders of the Purchaser are entitled to preference over the Canfor Corp Shares with respect to payment of dividends and upon any distribution of assets in the event of liquidation, dissolution and winding-up of the Purchaser.

Deferred Share Units

Effective January 1, 2002, the Purchaser instituted a non-employee director deferred share unit ("DSU") plan (the "2002 Non-Employee Director DSU Plan") and effective July 27, 2011, the board of directors of the Purchaser determined not to issue any further DSUs to directors under the 2002 Non-Employee Director DSU Plan. As at January 28, 2026, there are no DSUs outstanding under such plan.

Dividends

The declaration and payment of dividends is at the discretion of the Purchaser's board of directors. There were no dividends paid on the Canfor Corp Shares from 2009 to 2025.

Provisions contained in the Purchaser's long-term borrowing agreements limit the amount of dividends it may pay on the Canfor Corp Shares. The amount of dividends the Purchaser is permitted to pay under its term loan agreements is determined by reference to consolidated net earnings less certain restricted payments. Such agreements do not restrict dividends paid in Canfor Corp Shares.

PRICE RANGE AND TRADING VOLUME

The Canfor Corp Shares are listed and posted for trading on the TSX under the symbol "CFP". The following table sets forth information relating to the trading of the Canfor Corp Shares on the TSX for the periods indicated (source: TMX Datalinx).

Month	High ($)	Low ($)	Total Volume Traded
January 1 – 27, 2026	15.26	11.74	4,163,354
December 2025	12.30	10.86	3,724,874
November 2025	12.40	11.11	2,838,492
October 2025	13.12	11.99	3,650,444
September 2025	14.01	12.09	4,918,782
August 2025	13.86	12.60	3,145,434
July 2025	15.03	13.45	2,003,611
June 2025	14.86	12.93	2,237,791
May 2025	14.15	12.75	3,047,722
April 2025	15.49	12.60	4,456,022
March 2025	16.22	14.09	4,342,045
February 2025	15.58	14.11	3,552,584

On December 2, 2025, the last trading day on which the Canfor Corp Shares traded prior to announcement of the Arrangement, the closing price of Canfor Corp Shares on the TSX was $11.72. As of the close of markets January 27, 2026, the last trading day prior to the date of this Circular, the closing price of the Canfor Corp Shares on the TSX was $14.57.

PRIOR SALES

No securities of the Purchaser or securities that are convertible or exchangeable into securities of the Purchaser were issued during the 12-month period preceding the date of this Circular.

NORMAL COURSE ISSUER BID

The Purchaser renewed its normal course issuer bid (the "NCIB") on March 21, 2025. The NCIB shall continue until March 20, 2026 unless completed or terminated earlier. Pursuant to the NCIB, the Purchaser may purchase for cancellation up to 5,916,775 Canfor Corp Shares or approximately 5% of the 118,335,510 Canfor Corp Shares outstanding as of March 14, 2025, at prevailing market prices, in accordance with the rules of the TSX.

Since March 21, 2025, the Purchaser has repurchased and cancelled an aggregate of 1,870,062 Canfor Corp Shares for an average of approximately $13.74 per Canfor Corp Shares.

AGENT FOR SERVICE OF PROCESS

Each of Santhe Dahl and Frederick Stimpson III is a director of the Purchaser who resides outside of Canada and has appointed Canfor Corporation, 101-161 East 4th Avenue, Vancouver, British Columbia, V5T 1G4 in respect of the Canfor Corp Shares issuable under the Arrangement, if any, as agent for service of process. Shareholders are advised that it may not be possible to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

RISK FACTORS

The business and operations of the Purchaser and its subsidiaries, including the Company, an investment in securities of the Purchaser and the completion of the Arrangement are subject to certain risks. In addition to considering the other information contained in this Circular, including the risk factors described under the heading "Risk Factors" in the body of the Circular, readers should also consider carefully the risk and uncertainties described in the Canfor Corp Annual MD&A and other documents incorporated by reference in this Circular.

If any of the identified risks were to materialize, the Purchaser's business, financial position, results and/or future operations may be materially affected. Shareholders should also carefully consider all of the information disclosed in this Circular and the documents incorporated by reference.

The risk factors that are identified in this Circular and the documents incorporated by reference are not exhaustive and other factors may arise in the future that are currently not foreseen by management of the Purchaser that may present additional risks in the future.

AUDITOR, TRANSFER AGENT AND REGISTRAR

KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia is the auditor of the Purchaser and has confirmed with respect to the Purchaser that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

TSX Trust Company is the Purchaser's transfer agent and registrar with registers of transfer in Vancouver and Toronto.

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APPENDIX "H"

INFORMATION CONCERNING THE COMBINED COMPANY

All capitalized terms used in this Appendix “H” and not defined herein have the meaning ascribed to such terms in the management information circular (the “Circular”) to which this Appendix is appended.

The following information is presented on a post-Arrangement basis and reflects the business, financial and share capital position of Canfor Corporation (the “Purchaser”) assuming completion of the Arrangement between the Purchaser and Canfor Pulp Products Inc. (the “Company”) and the resulting combination of the business of the Purchaser and the Company (the “Combined Company”) by virtue of the Company becoming a 100% wholly-owned indirect subsidiary of the Purchaser.

Certain statements contained in this Appendix “H” constitute forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements relate to future events or the future performance of the Combined Company. Readers are cautioned that actual results may vary. See “Forward-Looking Statements” and “Risk Factors” in the body of the Circular and “Risk Factors” below.

OVERVIEW

On completion of the Arrangement, the Company will become a 100% wholly-owned indirect subsidiary of the Purchaser and the Combined Company will carry on the business operated by the Purchaser and the Company. The business and operations of the Company will be managed and operated as a 100% owned subsidiary of the Purchaser. See “Appendix “G” – Information Concerning the Purchaser” and “Information Concerning the Company” in the Circular for a description of each respective business.

Upon completion of the Arrangement, the Purchaser will continue to be a corporation organized under the Business Corporations Act (British Columbia) and will continue to be a reporting issuer in all of the provinces of Canada. The Canfor Corp Shares will continue to trade on the Toronto Stock Exchange under the symbol “CFP”.

CORPORATE STRUCTURE

Prior to the completion of the Arrangement, the Purchaser’s material subsidiaries were as set out in “Appendix “G” – Information Concerning the Purchaser”. On completion of the Arrangement, the Purchaser will indirectly own all of the issued and outstanding shares of the Company (“Company Shares”) and, pursuant to the Arrangement, the Company will be a wholly-owned indirect subsidiary of the Purchaser.

Following completion of the Arrangement, if all Shareholders (other than the Purchaser and its affiliates) duly elect to receive the Share Consideration pursuant to the terms of the Arrangement Agreement, existing holders of the Company Shares are expected to own approximately 1% and existing holders of Canfor Corp Shares are expected to own approximately 99% of the outstanding Canfor Corp Shares.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Purchaser following completion of the Arrangement will continue to be as described under “Appendix “G” – Information Concerning the Purchaser” and the rights and restrictions of the Canfor Corp Shares will remain unchanged. In the event that any Shareholder duly elects to receive Share Consideration on consummation of the Arrangement pursuant to the terms of the Arrangement Agreement, the issued share capital of the Purchaser will change upon completion of the Arrangement. Assuming that all Shareholders (other than the Purchaser and its affiliates) duly elects to receive Share Consideration, immediately upon completion of the Arrangement, it is anticipated that there will be approximately 117,680,771 Canfor Corp Shares issued and outstanding.

Further, following completion of the Arrangement, no changes are expected to be made to the Purchaser’s dividend policy. See “Appendix “G” – Information Concerning the Purchaser” for more information.

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PRINCIPAL SHAREHOLDERS OF THE COMBINED COMPANY

To the knowledge of the directors and executive officers of the Purchaser and the Company, immediately following completion of the Arrangement, there will be no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Purchaser carrying 10% or more of the voting rights attached to any class of voting securities of the Purchaser, other than James Pattison who is expected to continue to beneficially own 63,728,722 Canfor Corp Shares (representing approximately 54.7% of the issued and outstanding Canfor Corp Shares as at January 28, 2026) through companies wholly owned by him, being 4123221 Canada Inc. (the registered holder of 10,072,705 Canfor Corp), Great Pacific Capital Corp. (the registered holder of 37,285,572 Canfor Corp Shares) and Great Pacific Capital Investments Inc. (the registered holder of 16,370,445 Canfor Corp Shares).

BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND BOARD COMMITTEES

The consummation of the Arrangement is not expected to result in changes to the board of directors or the executive officers of the Purchaser. Following completion of the Arrangement, the directors and executive officers of the Combined Company are expected to be the current directors and executive officers of the Purchaser and are expected to continue to hold, in aggregate, less than 1% of the issued and outstanding Canfor Corp Shares.

Following completion of the Arrangement, it is expected that no changes will be made to the audit committee of the Purchaser and that each of the other board committees of the Purchaser, which were previously joint committees having as members one or more directors of the Company, will cease to be joint committees and will only have as its members directors of the Purchaser.

Following completion of the Arrangement, the Purchaser will maintain its current corporate governance policies, including in respect of its committee charters, other than any changes necessary to reflect the fact that its board committees will no longer be joint.

RISK FACTORS

Following completion of the Arrangement, the Combined Company will continue to face the risks currently applicable to the Purchaser and the Company with respect to their respective business and affairs as described in "Appendix "G" – Information Concerning the Purchaser", and in "Information Concerning the Company" in the Circular.

In addition to the risk factors currently applicable to the Purchaser and the Company, Shareholders should also carefully consider the following risk factor:

There is no assurance that the Arrangement will strengthen, improve or otherwise preserve the Company's business, financial condition and prospects

While the Combined Company is expected to benefit from the streamlined ownership structure of the Purchaser's investment in the Company and is expected to provide certain cost synergies as well as access to improved liquidity opportunities on the part of the Company, there is no assurance that the long-term value of the Company's operations will be preserved in light of the current and forecasted liquidity needs of the Company (including in respect of its current debt levels and related covenant relief under its operating loan facility) and the challenges broadly affecting the pulp industry which are expected to continue.

If any of the risks identified in the Circular, including this Appendix, were to materialize, the Combined Company's business, financial position, results and/or future operations may be materially affected. Shareholders should carefully consider all of the information disclosed in this Circular and the documents incorporated by reference.

The risk factors that are identified in this Circular, including the documents incorporated by reference, are not exhaustive and other factors may arise in the future that are currently not foreseen by management of the Purchaser or the Company that may present additional risks in the future.

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AUDITOR, TRANSFER AGENT AND REGISTRAR

KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia will continue to be the auditor of the Purchaser and TSX Trust Company will continue to be the Purchaser’s transfer agent and registrar with registers of transfer in Vancouver and Toronto.

APPENDIX “I”
DISSENT PROVISIONS OF THE BCBCA

Definitions and application

237 (1) In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“payout value” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,

(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company’s community purposes within the meaning of section 51.91, or

(iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company’s benefit provision;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

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(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

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Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1)(a), (b), (c), (d), (e) or (f) or (1.1) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and
(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

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(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

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(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter’s notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

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Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITATION AGENT

LAUREL HILL ADVISORY GROUP

North America Toll Free: 1-877-452-7184

Outside North America: 1-416-304-0211

Text Message: Text "INFO" to 1-877-452-7184 416-304-0211

Email: [email protected]

For up-to-date information, please visit: https://www.canfor.com/

AI assistant

Canfor Pulp Products Inc. — Proxy Solicitation & Information Statement 2026

46691_rns_2026-02-03_9aed77ee-4803-4635-b990-7326ec8a6ac5.pdf

LETTER TO SHAREHOLDERS

The Arrangement

Approval Requirements

Voting Agreement

Fairness Opinion and Formal Valuation

Recommendation of the Special Committee

Recommendation of the Board

Voting Your Eligible Securities

Letter of Transmittal and Election Form

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

QUESTIONS RELATING TO THE ARRANGEMENT

Q: When is the cut-off time for delivery of proxies?

Q: Am I entitled to Dissent Rights with respect to the Arrangement Resolution?

TABLE OF CONTENTS

GLOSSARY OF TERMS

MANAGEMENT INFORMATION CIRCULAR

PURPOSE OF THE MEETING

DATE, TIME AND PLACE OF THE MEETING

INFORMATION CONTAINED IN THIS CIRCULAR

FORWARD-LOOKING STATEMENTS

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

PERSONS OR COMPANIES MAKING THE SOLICITATION

GENERAL PROXY INFORMATION

Record Date

Appointment of Proxyholder and Revocation of Proxies

Voting of Shares and Exercise of Discretion By Proxyholder

Voting By Registered and Non-Registered Shareholders at the Virtual Company Meeting

Who is a Registered Shareholder

Who is a Non-Registered Shareholder

Instructions on Voting at the Company Meeting

Obtaining a Control Number for Non-Registered Shareholders and Proxyholders

How to Vote

How to Participate In and Ask Questions at the Company Meeting

Voting Process and Meeting Technical Assistance

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

SUMMARY

Date, Time and Place of Meeting

The Record Date

Purpose of the Meeting

The Arrangement

Election

Effect of the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendation

Information and Factors Considered by the Special Committee

Information and Factors Considered by the Board

Voting Agreement

Conditions for Completion of the Arrangement

Go-Shop Period

Non-Solicitation

Termination of Arrangement Agreement

Fairness Opinion and Formal Valuation

Letter of Transmittal and Election Form

No Fractional Shares to be Issued

Rounding of Cash

Withholding Rights

Court Approval of the Arrangement

Exchange Approval

Canadian Securities Law Matters

Risk Factors

Income Tax Considerations

Background to the Arrangement

Introduction

Canfor Pulp’s Operating Context

Initial Processes Undertaken to Assess Strategic Alternatives, including the Sale of Canfor Pulp

Background on discussions between Canfor Corp and Canfor Pulp leading to First Canfor Corp Proposal (October 2024 – January 2025)

Background on discussions between Canfor Corp and Canfor Pulp leading to the Second Canfor Corp Proposal (February 2025 – December 2025)

Executing the Arrangement Agreement (December 3, 2025)

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendations

Information and Factors Considered by the Special Committee

Information and Factors Considered by the Board

Fairness Opinion and Formal Valuation

Engagement of Stifel

Canfor Pulp Products Inc. Proxy Solicitation & Information Statement 2026