Sino-Forest Corporation Closes Convertible Senior Note Offering



    /NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
    STATES OR TO U.S. WIRE SERVICES/

    TORONTO, July 23 /CNW/ - Sino-Forest Corporation (the "Company") (TSX:
TRE and TRE.S) today announced the closing of its previously announced US$300
million of convertible senior note offering. The notes shall bear interest at
a rate of 5.0% per annum, payable semi-annually and shall mature on August 1,
2013. The notes will be convertible into common shares of the Company at a
conversion price of US$20.29 (Cdn$20.32) per share, equivalent to a conversion
rate of 49.2974 shares per US$1,000 principal amount of notes, subject to
customary adjustments. Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Credit Suisse Securities (USA) LLC were the underwriters in connection with
the offering and have an over-allotment option to acquire up to an additional
US$45 million of convertible senior notes exercisable until August 22, 2008.
    As indicated in its previous press release, the net proceeds of the
offering are intended to be used for the acquisition of commercial plantation
forests in the Fujian Province, subject to the specific terms and conditions
of the purchases to be determined upon the execution of definitive agreements
between the relevant parties. The net proceeds of the offering are also
intended to be used to lease land and plant with Jatropha trees, with the
balance of the net proceeds being employed for general corporate purposes.
    The Company has received conditional approval to list the common shares
issuable on conversion of the notes on the TSX, which listing is subject to
the fulfillment of certain conditions by the Company.
    The notes have been assigned a provisional (P)Ba2 rating by Moody's
Investors Service.

    This press release is not for distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any State
of the United States and the District of Columbia).
    This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States or
any other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No securities of Sino-Forest Corporation may be offered
or sold in the United States unless they are registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or exempt from the
registration requirements of the Securities Act. Sino-Forest Corporation does
not intend to conduct a public offering in the United States and the
securities referred to herein have not been and will not be registered under
the Securities Act.

    About Sino-Forest Corporation

    Sino-Forest Corporation is a leading commercial forestry plantation
operator in China. The Canadian company started its operations in 1994 and was
of the first few foreign and privately managed operators involved in forest
products in China. Its principal businesses include the ownership and
management of forestry plantation trees and sales of standing timber, wood
logs and complementary manufacturing of downstream engineered-wood products.
The Corporation's common shares trade 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.





For further information:

For further information: Dave Horsley - Senior Vice President & Chief
Financial Officer, Tel: (905) 281-8889, Email: davehorsley@sinoforest.com;
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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