GreenFirst Forest Products Inc. — Proxy Solicitation & Information Statement 2023

Apr 6, 2023

MANAGEMENT INFORMATION CIRCULAR

ITEM 1 – REVOCABILITY OF PROXY

A shareholder may revoke a proxy:

(a) by depositing an instrument in writing executed by him/her or his attorney authorized in writing,

(i) at the registered office of the corporation at any time up to and including the last day of business preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or

(ii) with the chairman of the meeting on the day of the meeting or any adjournment thereof, or (b) in any manner permitted by law.

ITEM 2 – SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation by the Management of Red Pine Camp Inc. (the “Corporation”) of proxies to be used at the Annual Meeting of Shareholders of the Corporation to be held at the time and place and for the purposes set forth in the Notice of Meeting delivered herewith. It is expected that the solicitation will be by mail or by electronic delivery. The cost of the solicitation by the management will be borne by the Corporation.

ITEM 3 – VOTING SHARES

On April 6, 2023, the Corporation had outstanding 904 common shares without nominal or par value each carrying the right to one vote per share. The directors and senior officers of the Corporation do not know of any person or corporation beneficially owning, directly or indirectly, shares carrying more than 10% of the voting rights attached to all the shares of the Corporation.

The percentage of votes required for approval on each matter to be submitted to a vote shall be a bare majority.

ITEM 4 – APPOINTMENT OF AUDITORS

The persons named in the enclosed form of proxy intend to vote for the reappointment of WELCH LLP, 151 Slater Street, Suite 1200, Ottawa, Ontario as auditors of the Corporation, to hold office until the next Annual Meeting of Shareholders. WELCH LLP has been auditors of the Corporation for more than five years.

ITEM 5 – REMUNERATION OF DIRECTORS AND SENIOR OFFICERS

No officer or director of the Corporation received payment for services rendered in their capacity as officer or director of the Corporation.

ITEM 6 – ELECTION OF DIRECTORS

The board consists of seven directors to be elected annually. The persons named in the enclosed form of proxy intend to vote for the election of the nominees whose names are set forth below. Each director elected will hold office until his/her successor is duly elected, unless his/her office is earlier vacated in accordance with the bylaws of the Corporation.

The following tables and notes thereto state the names of all proposed to be nominated for election as directors, all other positions and offices with the Corporation now held by them, their principal occupations or employment, the year in which they became directors of the Corporation, and the approximate number of shares of the Corporation beneficially owned directly or indirectly by each of them as of April 6, 2023.

	Director	Common
	Since	Shares
NAME
CHRISTOPHER BEST, of Ottawa, Ontario is Managing Director of his	2018	2
company Avondale Consulting Inc. a professional services company that
provides consulting services in the areas of strategy, change management, and
business and digital transformation.
CHERYL EDWARDS, of Cumberland, Ontario is a Senior Advisor
Information Technology at Immigration, Refugees & Citizenship Canada,
(since 2018), previously Manager of Information Technology within Fisheries	2017	1
and Oceans Canada, and previously the Senior Advisor to the Chief
Information Officer of Health Canada.

BENJAMIN FARROW, of Toronto, Ontario is a Senior Vice President in the Special Investments group of Brookfield Asset Management (since 2023), 2019 1 previously a Vice President (since 2021), previously a Senior Associate in the Private Equity group of Brookfield Asset Management Inc. (2018-2021), and previously an Associate in the Private Equity / Mergers & Acquisitions group and Business Finance & Restructuring group in the Silicon Valley and New York offices of Weil, Gotshal & Manges LLP GENEVIEVE GOOD, of Toronto, Ontario is Director, Internal Audit and Risk at Denison Mines Corporation and previously Manager, Risk Advisory 2022 1 Services at BDO Canada LLP and BDO USA LLP (2013-2021) specializing in financial reporting compliance and related advisory services. Certified professional accountant (Ontario) holding a CPA, CMA designation and Certified Internal Auditor. RICHARD HOLT, of Toronto, Ontario is the Head of Credit and Investment Risk at the Canadian Infrastructure Bank (Since 2022). Previously a Director 1 of Credit and Investments at Manulife Financial Corporation (2012-2022). DEREK LOVE, of Toronto, Ontario is a Senior Vice President & Area Manager, EllisDon Civil Ltd & Looby Construction Ltd, together, wholly 2022 1 owned subsidiaries of Ellis Don (since 2019), and previously Director, Major Projects & PPPs, EllisDon Civil Ltd., Derek is also a Managing Partner of E.V. Love & Co. Inc. a privately held strategic management firm located in Ottawa, ON (since 2018). JODI SINCLAIR, of Ottawa, Ontario is a Learning Support and Resource Teacher at Half Moon Bay Public School (since 2016) Ottawa, previously an 2019 1 Elementary Teacher at Adrienne Clarkson Elementary School.

• Notes: (a) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

• (b) Unless otherwise stated above, each of the above-named persons have held the principal occupation or employment indicated for at least five years.

ITEM 7 – GENERAL

The Corporation was incorporated in the Province of Ontario under The Business Corporations Act on December 17, 1973.

The Corporation’s head office is located at #1132 – 2720 Queensview Drive, Ottawa, Ontario, K2B 1A5.

The Management knows of no matters to come before the Annual Meeting of Shareholders other than the matters referred to in the notice of meeting. If any matters, which are now known, should properly come before the meeting, the accompanying proxy instrument will be voted on such matters in accordance with the best judgement of the person voting on it.

Additional information relating to the Corporation is on SEDAR at www.sedar.com.

Financial information is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year.

Information contained herein is given as of April 6, 2023.

I, Neil Knudsen, President of Red Pine Camp Inc. certify that the contents and the sending of this circular have been approved by the Board of Directors.

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_______ Neil Knudsen, President Red Pine Camp Inc.