6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2022

Commission File No. 001-39974

WEST FRASER TIMBER CO. LTD.

(Translation of registrant’s name into English)

501- 858 Beatty Street

Vancouver, British Columbia

Canada V6B 1C1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  ☐                     Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ☐

SUBMITTED HEREWITH

Exhibits
99.1	News release dated June 8, 2022 re: West Fraser Increases Quarterly Dividend
99.2	Material Change Report dated June 7, 2022

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 8, 2022

WEST FRASER TIMBER CO. LTD.

/s/ Christopher A. Virostek

Christopher A. Virostek

Vice-President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

WEST FRASER INCREASES QUARTERLY DIVIDEND

VANCOUVER, B.C., June 8, 2022 – West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX and NYSE: WFG) has declared a quarterly dividend of US$0.30 per share on the Common shares and Class B Common shares in the capital of the Company, payable on July 8, 2022 to shareholders of record on June 22, 2022. The quarterly dividend has been increased from the prior US$0.25 per share in order to distribute a substantially similar amount of capital to investors through the dividend in light of the share count reduction resulting from execution of the current normal course issuer bid as well as completion of the recent substantial issuer bid.

“Providing a sustainable quarterly dividend remains a key priority within West Fraser’s capital allocation strategy, and we are pleased to increase our dividend this quarter and to have completed the recent actions we’ve taken to return capital to our shareholders,” said Ray Ferris, West Fraser’s President & CEO.

Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

Dividends are declared and payable in U.S. dollars. Shareholders may elect to receive their dividends in Canadian dollars. Details regarding the election procedure are available on our website at www.westfraser.com in the “Investors/Stock Information/Dividends” section.

– 30 –

About West Fraser

West Fraser is a diversified wood products company with more than 60 facilities in Canada, the United States, the United Kingdom, and Europe. From responsibly sourced and sustainably managed forest resources, the Company produces lumber, engineered wood products (OSB, LVL, MDF, plywood, and particleboard), pulp, newsprint, wood chips, other residuals, and renewable energy. West Fraser’s products are used in home construction, repair and remodelling, industrial applications, papers, tissue, and box materials.

Forward-Looking Statements

This news release contains forward-looking information or forward-looking statements (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities laws, including statements relating to our capital allocation strategy and the sustainability of our quarterly dividend. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current conditions. Readers should also refer to the risk factors set forth in the Company’s annual information form and management’s discussion and analysis for the year ended December 31, 2021, each dated February 15, 2022, available at SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar.shtml). There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to the Company and its shareholders.

For More Information

Investor Contact

Robert B. Winslow, CFA

Director, Investor Relations & Corporate Development

Tel. (416) 777-4426

shareholder@westfraser.com

Media Contact

Joyce Wagenaar

Director, Communications

Tel. (604) 817-5539

shareholder@westfraser.com

EX-99.2

Exhibit 99.2

Form 51–102F3

Material Change Report

Item 1.	Name and Address of Company
	West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”)
	858 Beatty Street, Suite 501
	Vancouver, BC
	V6B 1C1
Item 2.	Date of Material Change
	June 6, 2022
Item 3.	News Release
	A news release in respect of the material change was disseminated via Canada Newswire on June 7, 2022 prior to market open. The news release was also filed with each of the Canadian securities regulatory authorities on SEDAR and with the US Securities Exchange Commission on EDGAR.
Item 4.	Summary of Material Change
	On June 7, 2022, West Fraser announced the completion of its substantial issuer bid (the “SIB”) pursuant to which it has, effective June 6, 2022, taken up and purchased for cancellation a total of 11,898,205 common shares (the “Shares”) at a price of US$95 per Share under the SIB which commenced on April 26, 2022.
Item 5.	Full Description of Material Change
5.1	Full Description of Material Change
	On June 7, 2022, West Fraser announced the completion of the SIB pursuant to which it has taken up and purchased for cancellation a total of 11,898,205 Shares under the SIB. The Shares were purchased for an aggregate purchase price of US$1.13 billion and represented approximately 11.7% of the total number of the Company’s issued and outstanding Shares and Class B shares at the time the SIB was announced in late April 2022. After giving effect to the SIB, the Company will have 87,473,547 Shares and 2,281,478 Class B shares issued and outstanding. No Class B shares were purchased under the SIB.
	Payment for the purchased Shares will be effected by Computershare Investor Services Inc., the depositary for the SIB, by June 9, 2022 in accordance with the SIB and applicable law.

	All shareholders who made auction tenders and purchase price tenders will have 100% of their successfully tendered Shares purchased by West Fraser at the purchase price.
5.2	Disclosure for Restructuring Transactions
	Not applicable.
Item 6.	Reliance on subsection 7.1(2) of National Instrument 51–102
	Not applicable.
Item 7.	Omitted Information
	None.
Item 8.	Executive Officers
	Christopher Virostek
	Vice-President, Finance and Chief Financial Officer
	+1 (604) 895-2745
Item 9.	Date of Report
	June 7, 2022