Sino-Forest Corporation Announces Details of Convertible Senior Note Offering


    TORONTO, July 18 /CNW/ - Sino-Forest Corporation (the "Company") (TSX:
TRE and TRE.S) today announced the details of its convertible senior note
offering. The Company has entered into a purchase agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA)
LLC whereby the Company has agreed to sell, subject to customary conditions,
US$300 million of convertible senior notes plus a 15% over-allotment option in
the international markets.
    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
    As indicated in its previous press release, the net proceeds of the
offering are intended to be used for the acquisition of 200,000 hectares of
commercial plantation forests in the Fujian Province over a 10-year period
with the consideration price for the trees shall not exceed RMB350 per cubic
meter, subject to the specific terms and conditions of the purchases are to be
determined upon the execution of definitive agreements between the relevant
parties; to lease land and planting of Jatropha trees; and the balance of the
net proceeds will be employed for general working capital purposes.
    It is expected that the closing of the note offering will take place on
or about Wednesday, July 23, 2008. The Company has applied to list the common
shares issuable on conversion of the notes on the TSX, which listing, if
accepted by the TSX, will be subject to the fulfillment of certain conditions
by the Company. A copy of the final offering memorandum will be available on following the closing of the offering.
    The notes has been assigned a (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, amended, or exempt from registration. 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
into the United States.

    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, logs and
wood chips, 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:;
LOUISA WONG - Senior Manager, Investor Communications & Relations, Tel: +852
2514 2109, Email:

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