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Press release from CNW Group

Tembec announces exchange offer for US $50 million Senior Secured Notes due 2018 issued in February 2012

Wednesday, August 22, 2012

Tembec announces exchange offer for US $50 million Senior Secured Notes due 2018 issued in February 201217:13 EDT Wednesday, August 22, 2012MONTREAL, Aug. 22, 2012 /CNW Telbec/ - Tembec Inc. ("Tembec") announced today that its wholly-owned subsidiary, Tembec Industries Inc. (the "Company"), commenced an offer to exchange (the "exchange offer") up to US $50 million in aggregate principal amount of the Company's outstanding 11.25% Senior Secured Notes due 2018 issued in February 2012 (the "initial notes") that are tendered in the exchange offer for an equal principal amount of 11.25% Senior Secured Notes due 2018 that have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").As previously announced, the initial notes were issued as additional notes under the Company's indenture dated as of August 17, 2010 pursuant to transactions exempt from registration under the Securities Act. The exchange offer is being made to eligible holders of the initial notes pursuant to the requirements of a registration rights agreement entered into by the Company in connection with the issuance of the initial notes.A Form F-10 registration statement filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") regarding the exchange offer was declared effective by the SEC. As described in the registration statement, the exchange offer will expire at 5:00 p.m., New York City time, on September 24, 2012, unless extended by the Company.This press release is neither an offer to sell nor the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.  Initial notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.A copy of the registration statement and other materials related to the exchange offer may be obtained on request from the Company at 800 René-Lévesque Boulevard West, Suite 1050, Montreal, Quebec, Canada H3B 1X9, attention: Corporate Secretary.Tembec is a manufacturer of forest products - lumber, pulp, paper and specialty cellulose - and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has some 4,000 employees and annual sales of approximately $2 billion. Tembec is listed on the TSX (TMB).This press release includes "forward-looking statements" within the meaning of securities laws. Such statements relate, without limitation, to Tembec's or management's objectives, projections, estimates, expectations or predictions of the future and can be identified by words such as "may", "will", "could", "anticipate", "estimate", "expect" and "project", the negative or variations thereof, and expressions of similar nature. Forward-looking statements are based on certain assumptions and analyses made by Tembec in light of its experience, information available to it and its perception of future developments. Such statements are subject to a number of risks and uncertainties, including, but not limited to, changes in foreign exchange rates, product selling prices, raw material and operating costs and other factors identified in Tembec's periodic filings with securities regulatory authorities. Many of these risks are beyond the control of Tembec and, therefore, may cause actual actions or results to materially differ from those expressed or implied herein. The forward-looking statements contained herein reflect Tembec's expectations as of the date hereof and are subject to change after such date. Tembec disclaims any intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities legislation.SOURCE: TEMBECFor further information: Michel J. Dumas Executive Vice President, Finance and CFO Tel: 819 627-4268 Email: michel.dumas@tembec.com