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Press release from Marketwire

Ainsworth Announces Pricing of Private Placement of Senior Secured Notes

Thursday, November 15, 2012

Ainsworth Announces Pricing of Private Placement of Senior Secured Notes08:00 EST Thursday, November 15, 2012VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 15, 2012) - Ainsworth Lumber Co. Ltd. (TSX:ANS)(TSX:ANS.WT) ("Ainsworth" or the "Company") announced today that it has priced its previously announced offering (the "Debt Offering") of US$350 million aggregate principal amount of senior secured notes by way of private placement (the "Notes"). The Notes will be due December 15, 2017 and will bear interest at an annual rate of 7.5%. Ainsworth expects to close the Debt Offering on or about November 27, 2012. As previously announced, Ainsworth has launched a cash tender offer and consent solicitation (the "Tender Offer") for any and all of the Company's previously issued 11% senior notes due 2015 (the "2015 Notes"). The Tender Offer is conditioned, among other limited conditions, on the successful completion of the Debt Offering.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 $175 million through the issue of common shares (the "Rights Offering") and the Debt Offering. Ainsworth expects to use the net proceeds from the sale of the Notes, together with the proceeds from the Rights Offering and cash on the Company's balance sheet, to repurchase and/or redeem the 2015 Notes and repay the Company's existing term loan. The Notes will be sold to qualified institutional buyers in reliance on Rule 144A, and outside the United States in compliance with Regulation S under the Securities Act of 1933, as amended. No securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. No securities referred to herein have been or will be qualified for distribution to the public under the securities law of any province or territory of Canada and many not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable private placement exemptions. This news release does not 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. Cautionary Statement Regarding Forward-Looking Information Forward-looking information provided in this news release relating to Ainsworth's expectations regarding the Debt Offering, the other transactions described herein and Ainsworth's future prospects and financial position are forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators and may be considered to "forward-looking statements" within the meaning of federal and state securities laws. 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. FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: Ainsworth Lumber Co. Ltd.Rick EngVice President, Finance and Chief Financial Officer604-661-3200604-661-3201 (FAX)rick.eng@ainsworth.cawww.ainsworthengineered.com