Ainsworth Announces Pricing of Private Placement of Senior

Ainsworth Announces Pricing of Private Placement of Senior Secured
Notes 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/15/12 -- 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 Ainswo
rth. 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. 
Contacts:
Ainsworth Lumber Co. Ltd.
Rick Eng
Vice President, Finance and Chief Financial Officer
604-661-3200
604-661-3201 (FAX)
rick.eng@ainsworth.ca
www.ainsworthengineered.com