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SINO-FOREST CORPORATION
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Sino-Forest announces successful completion of bond exchange offer and consent solicitation


    /NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
    THE U.S.

    NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF
    ITALY/

    This news release is not an offer for sale of securities in the United
    States. The securities referred to herein have not been registered under
    the U.S. Securities Act of 1933, as amended, and may not be sold in the
    United States absent registration or an exemption from registration under
    the U.S. Securities Act of 1933, as amended. The Company does not intend
    to register any part of the offering in the United States or to conduct a
    public offering of securities in the United States.

    Nothing in this announcement constitutes an offer of securities for sale
    in any jurisdiction where it is unlawful to do so.

    TORONTO, July 27 /CNW/ - Sino-Forest Corporation (TSX: TRE) (the
"Company") today announced the closing of its offer to exchange (the "Exchange
Offer") any and all of its outstanding US$300,000,000 9.125% guaranteed senior
notes due 2011 (the "2004 Senior Notes") held by eligible holders for 10.25%
new guaranteed senior notes due 2014 (the "Exchange Notes"). The Company also
announced the closing of its solicitation of consents (the "Consent
Solicitation") to make certain amendments to the indenture governing the 2004
Senior Notes (the "2004 Indenture").
    Each of the Exchange Offer and the Consent Solicitation closed on July
27, 2009. The Company was advised by the Information and Tabulation Agent for
the Exchange Offer that an aggregate principal amount of US$212,330,000 of
2004 Senior Notes, representing approximately 70.8% of the aggregate principal
amount of 2004 Senior Notes that were outstanding prior to the expiration of
the Exchange Offer, was validly tendered and not withdrawn in the Exchange
Offer (the "Amount Tendered"). The Company issued US$212,330,000 in aggregate
principal amount of Exchange Notes in exchange for the Amount Tendered.
Approximately US$87,670,000 principal amount of 2004 Senior Notes remain
outstanding and are subject to the amended terms of the 2004 Indenture which
became operative on the closing date.
    The Company did not receive any cash proceeds from the Exchange Offer.
The Company paid each of the holders of 2004 Senior Notes who validly tendered
and did not validly withdraw their 2004 Senior Notes US$20.00 per US$1,000
principal amount of 2004 Senior Notes so tendered and accepted, as well as a
cash payment representing interest accrued from the most recent interest
payment date of the 2004 Senior Notes to, but not including, the closing date.
The Company also paid each of the holders of 2004 Senior Notes who validly
delivered their consent pursuant to the Consent Solicitation, a consent fee of
US$10.00 per US$1,000 principal amount of 2004 Senior Notes.
    Credit Suisse Securities (USA) LLC acted as dealer manager for the
Exchange Offer and the solicitation agent for the Consent Solicitation.

    About Sino-Forest Corporation

    Sino-Forest Corporation is a leading commercial forest plantation
operator in China. Its principal businesses include the ownership and
management of forest plantation trees, the sale of standing timber and wood
logs, and the complementary manufacturing of downstream engineered-wood
products. The Company's common shares have traded on the Toronto Stock
Exchange under the symbol TRE since 1995.

    Please note: This press release contains projections and forward-looking
statements regarding future events. Such forward-looking statements are not
guarantees of future performance of the Company and are subject to risks and
uncertainties that could cause actual results and company plans and objectives
to differ materially from those expressed in the forward-looking statements.
Such risks and uncertainties include, but not limited to, changes in China and
international economies; changes in currency exchange rates; changes in
worldwide demand for the Company's products; changes in worldwide production
and production capacity in the forest products industry; competitive pricing
pressures for the Company's products and changes in wood and timber costs.
    This announcement is subject to offer and distribution restrictions in,
among other countries, the United States, the Republic of Italy, Belgium,
Canada, the European Economic Area, France, Germany, Hong Kong, Switzerland,
the United Kingdom and Singapore.
    This announcement does not constitute an offer of securities for sale in
any jurisdiction in or from which, or to any person to whom, it is unlawful to
make such offer or invitation under applicable laws. The distribution of this
announcement in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required by each of the Company
and the Dealer Manager and Solicitation Agent to inform themselves about, and
to observe, any such restrictions.

For further information: SINO-FOREST CORPORATION: Toronto, Dave Horsley
- Senior Vice President & Chief Financial Officer, Tel: (905) 281-8889, Email:
davehorsley@sinoforest.com; Hong Kong, Louisa Wong - Senior Manager, Investor
Communications & Relations, Tel: +852 2514 2109, Email:
louisa-wong@sinoforest.com


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