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Ainsworth Announces Tender Offer for Its 11% Senior Notes Due 2015

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov 9, 2012) - Ainsworth Lumber Co. Ltd. (ANS.TO)(TSX:ANS.WT) ("Ainsworth" or the "Company") announced today the commencement of an offer to purchase for cash any and all of its outstanding 11% Senior Notes due 2015 (the "Notes") for the consideration described in the table below.

        Per US$1,000
Principal Amount
CUSIP No. Outstanding Principal Amount Title of Security Consent Expiration Tender Offer Consideration Consent Payment Total Consideration
009037AM4 US$408,208,105 11% Senior Notes due 2015 5:00 p.m., New York City time, November 26, 2012 US$972.50 $30.00 US$1,002.50

The tender offer (the "Tender Offer") will expire at 11:59 p.m., New York City time, on December 10, 2012, unless extended by Ainsworth in the Company''s sole discretion (the "Expiration Time"). In order to receive the total consideration for the Notes that is shown in the table above, holders of the Notes (the "Holders") must validly tender their Notes and provide Consents (as defined below) prior to 5:00 p.m., New York City Time, on November 26, 2012, unless extended by Ainsworth in the Company''s sole discretion (the "Consent Expiration").

Concurrently with the Tender Offer, Ainsworth is soliciting from the Holders a consent (the "Consents") to certain proposed amendments to the indenture, dated as of July 29, 2008 (the "Indenture"), among Ainsworth, certain guarantors party thereto and The Bank of New York Mellon, as trustee, under which the Notes were issued. The proposed amendments would eliminate substantially all of the restrictive covenants and certain event of default provisions in the Indenture. Holders may not tender their Notes without delivering Consents or deliver Consents with tendering their Notes.

The Tender Offer and the solicitation of Consents are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the offer to purchase and consent solicitation statement (the "Statement"), including: (i) a financing condition, (ii) receipt of the requisite Consents and execution of a supplemental indenture effecting the proposed amendments and (iii) other general conditions. Ainsworth reserves the right, subject to applicable law, to extend, withdraw or terminate the Tender Offer.

Holders whose Notes are purchased in the Tender Offer will also receive payment of the full amount of accrued and unpaid interest in cash from the last interest payment date on their Notes (which was June 30, 2012) up to, but not including, the applicable settlement date for their purchased Notes. The initial settlement date in respect of Notes validly tendered and not withdrawn prior to the Consent Expiration and accepted for purchase is expected to occur promptly after the Consent Expiration, and is expected to be on November 27, 2012. The final settlement date in respect of Notes validly tendered and not withdrawn after the Consent Expiration and on or prior to the Expiration Time and accepted for purchase is expected to occur promptly after the Expiration Time, and is expected to be on or about December 11, 2012.

On October 22, 2012, Ainsworth announced its intention to proceed with a comprehensive refinancing plan involving a fully backstopped rights offering to raise gross proceeds of CAD$175 million through the issue of common shares (the "Rights Offering"), and a debt financing for gross proceeds of approximately $350 million (the "Debt Financing"). The aggregate net proceeds received by Ainsworth from the Rights Offering and the Debt Financing will be used to fund the Tender Offer for the Notes and to repay in full Ainsworth''s outstanding Senior Secured Term Loan due June 2014. 

This news release does not constitute a notice of redemption under the optional redemption provision of the indenture governing the Notes, nor does it constitute an offer to sell or the solicitation of an offer to buy any securities of Ainsworth. Nor is it an offer to sell securities or a solicitation of an offer to buy securities in any state or jurisdiction where prohibited by law.

The terms and conditions of the Tender Offer and solicitation of Consents are described in the Statement and related consent and letter of transmittal, each dated November 9, 2012, copies of which may be obtained from Global Bondholder Services Corporation, the depositary and information agent, at (866) 488-1500 (toll free) or (212) 430-3774 (collect).

Ainsworth has engaged BofA Merrill Lynch to act as the exclusive dealer manager and solicitation agent in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Merrill Lynch, Liability Management, at (888) 292-0070 (toll free) or (980) 387-3907 (collect).

Cautionary Statement Regarding Forward-Looking Information

Forward-looking information provided in this news release relating to Ainsworth''s expectations regarding the Tender Offer, Consent Solicitation and Ainsworth''s future prospects and financial position are forward-looking information within the meaning of applicable United States securities laws and pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Ainsworth believes that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on Ainsworth''s beliefs and assumptions based on information available at the time the assumption was made and on management''s experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, factors detailed from time to time in Ainsworth''s periodic reports filed with the Canadian Securities Administrators and other regulatory authorities. The forward-looking information is made as of the date of this news release and Ainsworth assumes no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by securities laws.

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