Ainsworth Announces Tender Offer for 11% Senior Notes Due 2015

VANCOUVER, BRITISH COLUMBIA - Ainsworth Lumber Co. Ltd. (TSX:ANS)(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.

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 The initial settlement date in respect of Notes validly tendered and not withdrawn prior to the Consent Expiration and accepted for purchase is expected to occur promptly after the Consent Expiration, and is expected to be on November 27,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.