DEALER MANAGER AGREEMENTDealer Manager Agreement • December 24th, 2008 • Timberwest Forest Corp • British Columbia
Genuity Capital Markets, BMO Nesbitt Burns Inc. and Raymond James Ltd. (collectively, the “Dealer Managers”, “we” and other pronouns indicating the Dealer Managers) understand that TimberWest Forest Corp. (“TimberWest” or the “Company”) intends to issue transferable and divisible rights (the “Rights”) to holders (“Unitholders”) of its Stapled Units of record as at the close of business on January 7, 2008 (the “Record Date”) to acquire 9% extendible convertible debentures of the Company (the “Debentures”), to raise proceeds of $50,000,000 to be used, together with the proceeds from the transactions contemplated by the Investment Agreement, for repayment of a portion of Senior Indebtedness and for general corporate purposes. Each Unitholder of record at the close of business on the Record Date will receive one Right for each Stapled Unit held. Every 155.53088 Rights held will entitle the holder (provided that such holder is resident in an Eligible Jurisdiction, and is not an Ineligible U
