Sino-Forest completes acquisition of Mandra Forestry

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

This news release is not an offer to purchase or sale or a solicitation of an offer to purchase or sell securities in the United States. The securities referenced herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Company does not intend to register any of the securities 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, Feb. 8, 2010 /CNW/ - Sino-Forest Corporation (TSX: TRE) ("Sino-Forest") today announced that it has completed the acquisition of substantially all of the outstanding common shares of Mandra Forestry Holdings Limited.

Concurrently with the Mandra Forestry acquisition, Sino-Forest completed an exchange with holders of 99.7% of the US$195 million 12% guaranteed senior notes due 2013 issued by Mandra Forestry and 96.7% of warrants issued by Mandra Forestry, for new guaranteed senior notes issued by Sino-Forest in the aggregate principal amount of US$187,177,375 bearing interest at a rate of 10.25% per annum with a maturity date of July 28, 2014 (the "New 2014 Senior Notes"). The New 2014 Senior Notes have substantially the same terms and conditions as Sino-Forest's outstanding US$212,330,000 10.25% guaranteed senior notes due 2014 (the "Existing 2014 Senior Notes"). Subject to certain conditions, Sino-Forest will exchange the New 2014 Senior Notes for additional Existing 2014 Senior Notes in approximately the same aggregate principal amount as the New 2014 Senior Notes.

Allen Chan, Chairman & CEO said, "We are very pleased to have acquired Mandra as it extends our geographical reach eastward and immediately adds 155,600 hectares of trees to our portfolio with an estimated standing volume of 14 million cubic metres of fibre. Mandra's plantations will be sustainably harvest, while generating sustainable cash flow. Anhui is located in eastern China, close to the Greater Shanghai region, which is experiencing economically robust growth, yet has low forest coverage. Therefore, after harvesting, we will introduce advanced silviculture technologies and practices to improve the productive yield of the plantations."

The Province borders Jiangsu to the east, Zhejiang to the southeast, Jiangxi to the south, Hubei to the southwest and Henan to the northwest.

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. Sino-Forest'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 Sino-Forest 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 Sino-Forest's products; changes in worldwide production and production capacity in the forest products industry; competitive pricing pressures for Sino-Forest's products and changes in wood and timber costs.

The press release 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 or an invitation to participate in an offer 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 Sino-Forest to inform themselves about, and to observe, any such restrictions.

SOURCE Sino-Forest Corporation

For further information: 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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Sino-Forest Corporation

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