Western Forest Products Announces Secondary Offering by

Western Forest Products Announces Secondary Offering by Brookfield
Special Situations 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/13/12 -- Western
Forest Products Inc. (TSX:WEF) ("Western" or the "Company") and
Brookfield Special Situations Management Limited ("Brookfield") today
announced a bought deal secondary offering with a syndicate of
underwriters (the "Underwriters"), through which the wholly-owned
subsidiary of Brookfield Asset Management (TSX:BAM.A)(NYSE:BAM) has
agreed to sell 62,500,000 non-voting shares (the "Offered Shares") of
Western at an offering price of $1.20 per share (the "Offering"). The
Underwriters have been granted an over-allotment option to purchase
up to an additional 9,375,000 non-voting shares from Brookfield at
the offering price, under the same terms, exercisable for a period of
30 days from closing of the Offering. 
Brookfield currently holds 338,945,860 non-voting shares of Western,
representing 100% of the issued and outstanding non-voting shares.
The non-voting shares are convertible into common shares on the basis
of one common share for one non-voting share, on the terms and
conditions set out in the Company's Articles. Each common share of
the Company entitles the holder to one vote on any resolutions at
meetings of shareholders. On satisfaction of all conditions to
closing of the Offering, including compliance with the Company's
Articles, all Offered Shares, including any non-voting shares
acquired by the Underwriters under the over-allotment option, shall
be converted, on a one-for-one basis, into common shares,
representing approximately 33% of the issued and outstanding common
shares on a non-diluted basis after giving effect to the Offering.  
Following completion of the Offering, it is intended that 59,612,801
of the then remaining non-voting shares held by Brookfield shall be
converted into common shares on a one-for-one basis, resulting in
Brookfield holding 122,639,345 common shares, representing
approximately 49% of the then issued and outstanding common shares of
Western on a non-diluted basis. This will represent the same
percentage of common shares that Brookfield held prior to the
The Offered Shares will be offered by way of a short form prospectus,
to be filed by no later than November 19, 2012, in 
all of the
provinces of Canada pursuant to National Instrument 44-101 Short Form
Prospectus Distributions and in the United States pursuant to an
exemption from the registration requirements of the United States
Securities Act of 1933, as amended. Closing of the Offering is
expected to occur on or before December 4, 2012 and is subject to
certain conditions, including the approval of the Toronto Stock
Exchange and the Canadian securities regulatory authorities. 
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful. The common
shares have not been and will not 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 registration. 
Western Forest Products  
Western is an integrated Canadian forest products company and the
largest coastal British Columbia woodland operator and lumber
producer with an annual available harvest of approximately 6.4
million cubic metres of timber of which approximately 6.2 million
cubic metres is from Crown lands and lumber capacity in excess of 1.1
billion board feet from eight sawmills and three remanufacturing
plants. Principal activities conducted by the Company include timber
harvesting, reforestation, sawmilling logs into lumber and
by-products and value-added remanufacturing. Substantially all of
Western's operations, employees and corporate facilities are located
in the coastal region of British Columbia while its products are sold
in over 25 countries worldwide. 
Forward Looking Statements  
This press release contains statements which constitute
forward-looking statements and forward-looking information within the
meaning of applicable securities laws. Those statements and
information appear in a number of places in this document and include
statements and information regarding our current intent, belief or
expectations primarily with respect to market and general economic
conditions, future costs, expenditures, available harvest levels and
our future operating performance, objectives and strategies. Such
statements and information may be indicated by words such as
"estimate", "expect", "anticipate", "plan", "intend", "believe",
"should", "may" and similar words and phrases. Readers are cautioned
that it would be unreasonable to rely on any such forward-looking
statements and information as creating any legal rights, and that the
statements and information are not guarantees and may involve known
and unknown risks and uncertainties, and that actual results and
objectives and strategies may differ or change from those expressed
or implied in the forward-looking statements or information as a
result of various factors. Such risks and uncertainties include,
among others: general economic conditions, competition and selling
prices, changes in foreign currency exchange rates, labour
disruptions, natural disasters, relations with First Nations groups,
changes in laws, regulations or public policy, misjudgements in the
course of preparing forward-looking statements or information,
changes in opportunities and other factors referenced under the
"Risks and Uncertainties" section of our MD&A in our 2011 Annual
Report dated February 22, 2012. All written and oral forward-looking
statements or information attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the foregoing
cautionary statements. Except as required by law, Western does not
expect to update forward-looking statements or information as
conditions change.
Western Forest Products Inc.
Brian Cairo
CFO & Corporate Secretary
(250) 734-4710
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