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LETTER OF TRANSMITTAL Ainsworth Lumber Co. Ltd. Offer to Exchange
All Outstanding 6.750% Senior Notes due March 15, 2014
(US$110,000,000 aggregate principal amount) for 6.750% Senior Notes due March 15, 2014
(US$110,000,000 aggregate principal amount)
which have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated      , 2004 THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON         
, 2004 (THE EXPIRATION DATE) UNLESS THE OFFER IS EXTENDED BY AINSWORTH IN ITS
SOLE DISCRETION. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME ON THE EXPIRATION DATE. EXCHANGE AGENT: THE BANK OF NEW YORK By Hand, Mail or Overnight Delivery
The Bank of New York
Corporate Trust Operations 
101 Barclay Street - 7E 
New York, New York 01286 
Attention: Bernard Arsenec For Information Call:
(212) 815-5098
    
    By Facsimile Transmission (for Eligible Institutions only):
(212) 298-1915
Attention: Bernard ArsenecConfirm by Telephone:
(212) 815-5098
 Delivery of this letter to transmittal to an address other than as set
forth above or the Depository Trust Company (Automated Tender Offer Program) or
transmission of the letter of transmittal via a facsimile transmission to a
number other than as set forth above, will not constitute a valid delivery.
Please read this entire Letter of Transmittal carefully before completing any
box below. By execution hereof, the undersigned acknowledges receipt of the
prospectus dated      , 2004 (the Prospectus) of Ainsworth Lumber
Co. Inc. (Ainsworth) which, together with this letter of transmittal (the
Letter of Transmittal), constitute Ainsworths offer (the Exchange Offer)
to exchange US$1,000 in stated amount at maturity of a new series of 6.750%
Senior Notes due March 15, 2014 (the Exchange Notes) of Ainsworth for each
US$1,000 in stated amount at maturity of outstanding 6.750% Senior Notes due
March 15, 2014 (the Original Notes, and, together with the Exchange Notes,
the Notes) of Ainsworth. The terms of the Exchange Notes are identical to
the terms of the Original Notes, and evidence the same indebtedness as the
Original Notes, except that the Exchange Notes will be registered under the
Securities Act of 1933, as amended (the Securities Act), will not contain
restrictions on transfer or provisions relating to special interest under
circumstances related to the timing of the Exchange Offer, will bear a
different CUSIP number from the Original Notes and will not entitle Holders (as
defined below) to registration rights.




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This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Original Notes are to be physically delivered to the Exchange
Agent herewith by Holders; (ii) tender of Original Notes is to be made by
book-entry transfer to the Exchange Agents account at The Depository Trust
Company (DTC) by any financial institution that is a participant in DTC and
whose name appears on a security position listing as the owner of Original
Notes (such participants, acting on behalf of Holders, are referred to herein,
together with such Holders, as Acting Holder); or (iii) tender of Original
Notes is to be made according to the guaranteed delivery procedures. Delivery
of documents to DTC does not constitute delivery to the Exchange Agent.




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If delivery of the Original Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at DTC as set forth in (ii) in the
immediately preceding paragraph, this Letter of Transmittal need not be
manually executed; provided, however, that tenders of Original Notes must be
effected in accordance with the procedures mandated by DTCs Automated Tender
Offer Program (ATOP). To tender Original Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which the participant acknowledges its receipt of and
agrees to be bound by this Letter of Transmittal. Holders of Original Notes whose certificates are not immediately
available, or who are unable to deliver confirmation of the book-entry tender
of their Original Notes into the Exchange Agents account at the Book-Entry
Transfer Facility (a Book-Entry Confirmation) and all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth in Exchange OfferGuaranteed Delivery
Procedures section of the Prospectus. Unless the context requires otherwise, the term Holder for purposes of
this Letter of Transmittal means: (i) any person in whose name Original Notes
are registered on the books of Ainsworth or any other person who has obtained a
properly completed bond power from the registered Holder or (ii) any
participant in DTC whose Original Notes are held of record by DTC who desires
to deliver such Original Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Exchange Agent. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL NOTES
(OTHER THAN BY BOOK-ENTRY TRANSFER AS DESCRIBED ABOVE) MUST COMPLETE THIS
LETTER OF TRANSMITTAL IN ITS ENTIRETY. List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and
principal amount of Original Notes should be listed on a separate signed
schedule affixed hereto. Tenders of Original Notes will be accepted only in
authorized denominations of US$1,000. DESCRIPTION OF ORIGINAL NOTES CertificateNumber(s)
    
    Amount ofName(s) and Address(es) of Holder(s)
    
    (Attached signed
    
    Original Notes Tendered(Please fill in, if blank)
    
    list if necessary)*
    
    (if less than all)*TOTAL
  *
    
    Need not be completed by Holders who tender Original Notes by book-entry transfer.**
    
    Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the
Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes
tendered hereby must be in denominations of principal amount of US$1,000 and any integral multiple
thereof. See Instruction 1.




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o CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering InstitutionAccount NumberTransaction Code Number
 Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available, or (ii) who cannot deliver their Original
Notes, the Letter of Transmittal or any other required documents to the
Exchange Agent prior to the Expiration Date, or cannot complete the procedure
for book-entry transfer on a timely basis, may effect a tender according to the
guaranteed delivery procedures and must also complete the Notice of Guaranteed
Delivery.  o
    
    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:Name(s) of Holder(s) of Original Notes:Window Ticket No. (if any):Date of Execution of Notice of Guaranteed Delivery:Name of Eligible Institution that Guaranteed Delivery:DTC Book-Entry Account No.:If Delivered by Book-Entry Transfer:Name of Tendering Institution:Transaction Code No.:o
    
    CHECK HERE IF YOU ARE A BROKER-DEALER OR OTHER PARTY ENTITLED,
PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN
THE PROSPECTUS, TO RECEIVE AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
WITHIN 180 DAYS AFTER THE EXPIRATION DATE.Name:Address:




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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges and represents that it will deliver a prospectus meeting the
requirements of the Securities Act, in connection with any resale of such
Exchange Notes; however, by so acknowledging and representing and by delivering
such a prospectus the undersigned will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act. If the undersigned is a
broker-dealer that will receive Exchange Notes, it represents that the Original
Notes to be exchanged for the Exchange Notes were acquired as a result of
market-making activities or other trading activities. In addition, such
broker-dealer represents that it is not acting on behalf of any person who
could not truthfully make the foregoing representations.




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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Ainsworth the above-described principal amount of
Original Notes. Subject to, and effective upon, the acceptance for exchange of
the Original Notes tendered herewith, the undersigned hereby exchanges, assigns
and transfers to, or upon the order of, Ainsworth all right, title and interest
in and to such Original Notes. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent also acts as the agent of Ainsworth and as Trustee under the Indenture
for the Original Notes and the Exchange Notes) to cause the Original Notes to
be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Original Notes and to
acquire Exchange Notes issuable upon the exchange of such tendered Original
Notes, and that, when the same are accepted for exchange, Ainsworth will
acquire good and unencumbered title to the tendered Original Notes, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim. The undersigned further agrees that acceptance of any tendered Original
Notes by Ainsworth and the issuance of Exchange Notes in exchange therefor
shall constitute performance in full by Ainsworth of certain obligations under
the Registration Rights Agreement, dated May 19, 2004, among Ainsworth and the
initial purchasers of named therein (the Registration Rights Agreement) and
that Ainsworth shall have no further obligations or liabilities thereunder. The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption Exchange Offer  Conditions. The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by Ainsworth) as more particularly set forth in the Prospectus,
Ainsworth may not be required to exchange any of the Original Notes tendered
hereby and, in such event, the Original Notes not exchanged will be returned to
the undersigned at the address shown below the signature of the undersigned. By tendering, each Holder of Original Notes represents to Ainsworth that
(i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such Holder, (ii) neither the
Holder of Original Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes, (iii) if the Holder is not a broker-dealer or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Original Notes, neither the Holder nor any such other person is
engaged in or intends to participate in a distribution of the Exchange Notes
and (iv) neither the Holder nor any such other person is an affiliate of
Ainsworth within the meaning of Rule 405 under the Securities Act, or, if such
Holder is such an affiliate, that such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the tendering Holder is a broker-dealer (whether or not
it is also an affiliate of Ainsworth within the meaning of Rule 405 under the
Securities Act) that will receive Exchange Notes for its own account in
exchange for Original Notes, it represents that the Original Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an underwriter within the
meaning of the Securities Act. The Securities and Exchange Commission (the SEC) has taken the position
that such broker-dealers may fulfill their prospectus delivery requirements
with respect to the Exchange Notes (other than a resale of Exchange Notes
received in exchange for an unsold allotment from the original sale of the
Original Notes) with the Prospectus. The Prospectus, as it may be amended or
supplemented from time to time, may be used by certain broker-dealers (as
specified in the Registration Rights Agreement referenced in the Prospectus)
(Participating Broker-Dealers) for a period of time, starting on the
Expiration Date and ending on the close of business 90 days after the
Expiration Date in connection with the sale or transfer of such Exchange Notes.
Ainsworth has agreed that, for such period of time, it will make the Prospectus
(as it may be amended or supplemented) available to such a broker-dealer which
elects to exchange Original Notes, acquired for its own




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account as a result of market making or other trading activities, for
Exchange Notes pursuant to the Exchange Offer for use in connection with any
resale of such Exchange Notes. By accepting the Exchange Offer, each
broker-dealer that receives Exchange Notes pursuant to the Exchange Offer
acknowledges and agrees to notify Ainsworth prior to using the Prospectus in
connection with the sale or transfer of Exchange Notes and that, upon receipt
of notice from the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires
the making of any changes in the Prospectus in order to make the statements
therein (in light of the circumstances under which they were made) not
misleading, such broker-dealer will suspend use of the Prospectus until (i)
Ainsworth has amended or supplemented the Prospectus to correct such
misstatement or omission and (ii) either Ainsworth has furnished copies of the
amended or supplemented Prospectus to such broker-dealer or, if Ainsworth has
not otherwise agreed to furnish such copies and declines to do so after such
broker-dealer so requests, such broker-dealer has obtained a copy of such
amended or supplemented Prospectus as filed with the SEC. Except as described
above, the Prospectus may not be used for or in connection with an offer to
resell, a resale or any other retransfer of Exchange Notes. A broker-dealer
that acquired Original Notes in a transaction other than as part of its
market-making activities or other trading activities will not be able to
participate in the Exchange Offer. The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the SEC, as set forth in no-action
letters issued to third parties, that the Exchange Notes issued pursuant to the
Exchange Offer in exchange for the Original Notes may be offered for resale,
resold and otherwise transferred by Holders thereof (other than any such Holder
that is a broker-dealer or an affiliate of the Company within the meaning of
Rule 405 under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such Holders business,
at the time of commencement of the Exchange Offer such Holder has no
arrangement or understanding with any person to participate in a distribution
of such Exchange Notes, and such Holder is not engaged in, and does not intend
to engage in, a distribution of such Exchange Notes. However, the SEC has not
considered the Exchange Offer in the context of a no-action letter and there
can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in other circumstances. For purposes of the Exchange Offer, Ainsworth shall be deemed to have
accepted validly tendered Original Notes when, as and if Ainsworth has given
oral or written notice thereof to the Exchange Agent and complied with the
applicable provisions of the Registration Rights Agreement. If any tendered
Original Notes are not accepted for exchange pursuant to the Exchange Offer for
any reason or if Original Notes are submitted for a greater principal amount
than the Holder desires to exchange, such unaccepted or non-exchanged Original
Notes will be returned without expense to the tendering Holder thereof (or, in
the case of Original Notes tendered by book-entry transfer into the Exchange
Agents account at DTC pursuant to customary book-entry transfer procedures,
such non-exchanged Original Notes will be credited to an account maintained
with DTC as promptly as practicable after the expiration or termination of the
Exchange Offer). The undersigned will, upon request, execute and deliver any additional
documents deemed by Ainsworth to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigneds heirs, personal representatives, successors,
assigns, executors and administrators. The undersigned understands that tenders of Original Notes pursuant to the
instructions hereto will constitute a binding agreement between the undersigned
and Ainsworth upon the terms and subject to the conditions of the Exchange
Offer. Unless otherwise indicated under Special Issuance Instruction, please
issue the certificates representing the Exchange Notes issued in exchange for
the Original Notes accepted for exchange and return any Original Notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Original Notes tendered by DTC, by credit to the account
at DTC). Similarly, unless otherwise indicated under Special Delivery
Instructions, please send the certificates representing the Exchange Notes
issued in exchange for the Original Notes accepted for exchange and any
certificates for Original Notes not tendered or not exchanged (and accompanying
documents as appropriate) to the undersigned at the address shown below the
undersigneds signatures, unless, in either event, tender is being made through
DTC. In the event that both Special Issuance Instructions and Special
Delivery Instructions are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Original Notes
accepted for exchange and return




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any Original Notes not tendered or not exchanged in the name(s) of, and
send said certificates to, the person(s) so indicated. The undersigned
recognizes that Ainsworth has no obligation pursuant to the Special Issuance
Instructions and Special Delivery Instruction to transfer any Original Notes
from the name of the registered Holder(s) thereof if Ainsworth does not accept
for exchange any of the Original Notes so tendered. THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED DESCRIPTION OF ORIGINAL
NOTES ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX ABOVE.




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PLEASE SIGN HERE (To Be Completed by Holders of Original Notes Tendering Physical Certificates) This Letter of Transmittal must be signed by the Holder(s) of Original Notes
exactly as their name(s) appear(s) on certificate(s) for Original Notes or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under Capacity and submit evidence
satisfactory to Ainsworth of such persons authority to so act. See Instruction
3 herein. If the signature appearing below is not of the registered Holder(s)
of the Original Notes, then the registered Holder(s) must sign a valid proxy. X
    
    
    
    Date:X
    
    
    
    Date:Signature(s) of Holder(s) or Authorized SignatoryName(s):
    
    
    
    Address:(Please Print)

    

    (Including ZIP Code)Capacity(ies):
    
    
    
    Area Code andTelephone No.:
 Social Security No(s).:
 PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN SIGNATURE GUARANTEE (See Instruction 3 herein)
Certain Signatures Must Be Guaranteed by an Eligible Institution                Date:




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SPECIAL ISSUANCE INSTRUCTIONS
    
    SPECIAL DELIVERY INSTRUCTIONS(See Instruction 4 herein)
    
    (See Instruction 4 herein)To be completed ONLY if certificates for
Original Notes in a stated amount at maturity
not tendered are to be issued in the name of, or
the Exchange Notes issued pursuant to the
Exchange Offer are to be issued to the order of,
someone other than the person or persons whose
signature(s) appear(s) within this Letter of
Transmittal or issued to an address different
from that shown in the box entitled Description
of Original Notes within this Letter of
Transmittal.
    
    To be completed ONLY if certificates for
Original Notes in a stated amount at maturity
not tendered or not accepted for purchase or the
Exchange Notes issued pursuant to the Exchange
Offer are to be sent to someone other than the
person or persons whose signature(s) appear(s)
within this Letter of Transmittal or to an
address different from that shown in the box
entitled Description of Original Notes within
this Letter of Transmittal.Name:
    
    
    
    Name:(Please Print)
    
    
    

    (Please Print)Address:
    
    
    
    Address:(Please Print)
    
    
    
    (Please Print)Zip Code
    
    
    
    Zip CodeTaxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
    
    Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
 IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.




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INSTRUCTIONS Forming Part of the Terms and Conditions
of the Exchange Offer 1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures.The certificates for the tendered Original Notes (or a confirmation
of a book-entry into the Exchange Agents account at DTC of all Original Notes
delivered electronically), as well as a properly completed and duly executed
copy of this Letter of Transmittal or a facsimile hereof and any other
documents required by this Letter of Transmittal (unless a Letter of
Transmittal is not required to be delivered because the Original Notes are
being tendered by book-entry transfer) must be received by the Exchange Agent
at its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Original Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent
are at the election and risk of the Holder and, except as otherwise provided
below, the delivery will be deemed made only when actually received by the
Exchange Agent. Instead of delivery by mail, it is recommended that the Holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure timely delivery. No Letter of Transmittal or Original
Notes should be sent to Ainsworth. Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their Original
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer in a timely basis must tender their Original
Notes and follow the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof) and a Notice of Guaranteed Delivery, substantially in the
form provided by Ainsworth (by telegram, telex, facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder of the Original
Notes, the certificate number or numbers of such Original Notes and the
principal amount of Original Notes tendered, stating that the tender is being
made thereby and guaranteeing that within three New York Stock Exchange trading
days after the Expiration Date, the certificates representing all physically
tendered Original Notes, in proper form for transfer, or a confirmation of
book-entry transfer (Book-Entry Confirmation), as the case may be, and any
other documents required by the applicable Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) the
certificates for all physically tendered Original Notes in proper form for
transfer, or a Book-Entry Confirmation, and all other documents required by
this Letter of Transmittal are received by the Exchange Agent within two New
York Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery. Holders of Original Notes who wishes to tender their
Original Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
prior to 5:00 p.m., New York City time, on the Expiration Date. All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Original Notes tendered for exchange will be
determined by Ainsworth, in its sole discretion, which determination shall be
final and binding. Ainsworth reserves the absolute right to reject any and all
tenders of any particular Original Notes not properly tendered or to not accept
any particular Original Notes which acceptance might, in Ainsworths judgment
or its counsels judgment, be unlawful. Ainsworth also reserves the absolute
right to waive any defects or irregularities or conditions of the Exchange
Offer as to any particular Original Notes either before or after the Expiration
Date (including the right to waive the ineligibility of any Holder who seeks to
tender Original Notes in the exchange offer). The interpretation of the terms
and conditions of the Exchange Offer as to any particular Original Notes either
before or after the Expiration Date (including the instructions in this Letter
of Transmittal) by Ainsworth shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Original
Notes for exchange must be cured within such reasonable period of time as
Ainsworth shall determine. Neither Ainsworth, the Exchange Agent nor any other
person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Original Notes for exchange, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Original Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Original Notes not
validly tendered will be returned without cost by the Exchange Agent to the
tendering Holders of Original Notes, unless otherwise provided in this Letter
of Transmittal, as soon as practicable following the Expiration Date. 2. Partial Tenders; Withdrawals.If less than all Original Notes are tendered,
the tendering Holder should fill in the




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number of Original Notes tendered in the third column of the chart entitled
Description of Original Notes. All Original Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If not
all Original Notes are tendered, Original Notes for the aggregate principal
amount of Original Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If not all Original Notes are
tendered, a certificate or certificates representing Exchange Notes issued in
exchange of any Original Notes tendered and accepted will be sent to the Holder
at his or her registered address, unless a different address is provided in the
appropriate box in this Letter of Transmittal or unless tender is made through
DTC, promptly after the Original Notes are accepted for exchange. Tenders of Original Notes may be withdrawn at any time prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent at the address set forth in
this Letter of Transmittal. Any such notice of withdrawal must specify the name
of the person having tendered the Original Notes to be withdrawn, identify the
Original Notes to be withdrawn (including the principal amount of such Original
Notes), and (where certificates for Original Notes have been transmitted)
specify the name in which such Original Notes are registered, if different from
that of the withdrawing Holder. If certificates for Original Notes have been
delivered or otherwise identified to the Exchange Agent, then, prior to the
release of such certificates the withdrawing Holder must also submit the serial
numbers of the particular certificates to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution unless such
Holder is an Eligible Institution. If Original Notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawn Original Notes and otherwise comply with the procedures of such
facility. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by Ainsworth in its sole
discretion, which determination shall be final and binding on all parties. Any
Original Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Dollar Exchange Offer. Any Original Notes
which have been tendered for exchange but which are not exchanged for any
reason will be returned to the Holder thereof without cost to such Holder (or,
in the case of Original Notes tendered by book-entry transfer into the Exchange
Agents account at DTC pursuant to the relevant book-entry transfer procedures,
such Original Notes will be credited to an account maintained with DTC for the
Original Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn Original Notes may be
retendered by following the procedures for tendering Original Notes set out in
this Letter of Transmittal at any time prior to the Expiration Date. 3. Signature on the Letter of Transmittal; Bond Power and Endorsements;
Guarantee of Signatures.If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder or Holders of the Original Notes tendered
hereby, the signature must correspond with the name or names as written on the
face of the Original Notes without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder or Holders of Original Notes tendered and the certificate or
certificates for Exchange Notes issued in exchange therefor is to be issued (or
any untendered number of Original Notes is to be reissued) to the registered
Holder, such Holder need not and should not endorse any tendered Original Note,
nor provide a separate bond power. In any other case, such Holder must either
properly endorse the Original Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signature on the
endorsement or bond power guaranteed by an Eligible Institution. If Original Notes are registered in the name of a person other than a
signer of this Letter of Transmittal, the Original Notes surrendered for
exchange must be endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by
Ainsworth in its sole discretion, duly executed by the registered Holder with
the signature thereon guaranteed by an Eligible Institution. If this Letter of Transmittal or any Original Notes or powers of attorney
are signed by trustees, executors, administrators, guardians, attorney-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
Ainsworth, proper evidence satisfactory to Ainsworth of their authority to so
act must be submitted. Endorsements on Original Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the




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Original Notes surrendered for exchange pursuant thereto are tendered (i)
by a registered Holder of the Original Notes who has not completed the box
entitled Special Issuance Instructions on this Letter of Transmittal or (ii)
for the account of an Eligible Institution (as defined below). In the event
that signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be made by a
firm which is a member of a registered national securities exchange or a member
of the National Association of Securities Dealers, Inc. or by a commercial bank
or trust company having an office or correspondent in the United States or
which is otherwise an eligible guarantor institution within the meaning of
Rule 17Ad-15 under the United States Securities Exchange Act of 1934, as
amended (the Exchange Act) (collectively, Eligible Institutions). 4. Special Issuance and Delivery Instructions.Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
or substitute Original Notes for principal amount not tendered or not accepted
for exchange are to be sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of the
Original Notes through DTC, if different from the account maintained at DTC).
In the case of issuance in a different name, the taxpayer identification or
social security number of the person named must also be indicated. 5. Transfer Taxes.Ainsworth shall pay all transfer taxes, if any, applicable
to the exchange of Original Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes, or Original Notes for principal
amounts at maturity not tendered or accepted for exchange, are to be delivered
to, or are to be issued in the name of, any person other than the registered
Holder of the Original Notes tendered hereby, or if a transfer tax is imposed
for any reason other than the exchange of Original Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder. Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this Letter
of Transmittal. 6. Waiver of Conditions.Ainsworth reserves the absolute right to amend, waive
or modify, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus. 7. Mutilated, Lost, Stolen or Destroyed Notes.Any Holder whose Original Notes
have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions. 8. Requests for Assistance or Additional Copies.Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent at the address and telephone number set forth above. In addition, all
questions relating to the Exchange Offer, as well as requests for assistance or
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address specified in the Prospectus. 9. Irregularities.All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Original Notes will be resolved by Ainsworth, whose determination will be final
and binding. Ainsworth reserves the absolute right to reject any or all Letters
of Transmittal or tenders that are not in proper form or the acceptance of
which would, in the opinion of Ainsworths counsel, be unlawful. Ainsworth
also reserves the right to waive any irregularities or conditions of tender as
to the particular Original Notes covered by any Letter of Transmittal or
tendered pursuant to such Letter of Transmittal. None of Ainsworth, the
Exchange Agent or any other person will be under any duty to give notification
of any defects or irregularities in tenders or incur any liability for failure
to give any such notification. Ainsworths interpretation of the terms and
conditions of the Exchange Offer shall be final and binding. 10. No Conditional Tenders.No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Original Notes,
by execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Original Notes for exchange. 11. Definitions.Capitalized terms used in this Letter of Transmittal and not
otherwise defined have the meanings given in the Prospectus.




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IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with certificates for Original Notes and all other required documents) or a
Notice of Guaranteed Delivery must be received by the Exchange Agent on or
prior to the Expiration Date (unless the Original Notes are tendered by
book-entry transfer in which case the tender of Original Notes must be effected
in accordance with the procedures mandated by DTCs ATOP on or prior to the
Expiration Date).




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IMPORTANT TAX INFORMATION The Holder is required to give the Exchange Agent the social security
number or employer identification number of the Holder of the Notes. If the
Notes are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to
report. TO BE COMPLETED BY HOLDERS TENDERING PHYSICAL CERTIFICATES PAYORS NAME: AINSWORTH LUMBER CO. LTD. SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Please fill out your name and address below: Name:_________________________________________________________________________________________________________________ Address (Number and street): __________________________________________________________________________________________ ______________________________________________________________________________________________________________________ City, State and Zip Code:______________________________________________________________________________________________ ______________________________________________________________________________________________________________________ Payers Request for Taxpayer Identification Number (TIN) Part
1 PLEASE PROVIDE YOURTIN IN THE BOX AT RIGHT AND CERTIFY
    

___________________________________________________
Social Security NumberBY SIGNING AND DATING BELOWOR___________________________________________________Employer Identification Number
 Part 2 CERTIFICATION  UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The
number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to me) and (2) I
am not subject to backup withholding either because (a) I am exempt
from backup withholding; or (b) I have not been notified by the Internal Revenue
Service (the IRS) that I am subject to backup withholding as a
result of failure to report all interest and dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding. Part 3 -Awaiting TIN
    
    oExempt
    
    o
 CERTIFICATION INSTRUCTIONS You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt
from backup withholding, check the applicable box in Part 3. SIGNATURE_____________________________________________________ DATE_________________________________________ NAME (Please
Print)______________________________________________________________________________________________ ADDRESS (Number and street)
_____________________________________________________________________________________ City, State and Zip Code NOTE:
    
    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.




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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX
IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor by the time of payment,
31% of all reportable payments made to me will be withheld until I provide a
number and that, if I do not provide my taxpayer identification number within
60 days, such retained amounts shall be remitted to the IRS as backup
withholding. Signature
    
    Date
 IMPORTANT: This Letter of Transmittal (together with certificates for Original
Notes and all other required documents) or a Notice of Guaranteed Delivery must
be received by the Exchange Agent on or prior to 12:00 midnight, New York City
time on the Expiration Date. (DO NOT WRITE IN SPACE BELOW) Certificate Surrendered
    
    Original Notes Tendered
    
    Original Notes AcceptedDelivery
Prepared by_________________
    
    Checked by________________________
    
    Date_______________________________




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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens, i.e.,
000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer. Give the SOCIALFor this type of account:
    
    SECURITY number of1.
    
    An individuals account
    
    The individual2.
    
    Two or more individuals (joint account)
    
    The actual owner of the
account or, if combined
funds, any one of the
individuals (1)3.
    
    Husband and wife
(joint account)
    
    The actual owner of the
account or, if joint funds,
either person(1)4.
    
    Custodian account of a
minor (Uniform Gift to
Minors Act)
    
    The minor (2)5.
    
    Adult and minor
(joint account)
    
    The adult or, if the minor
is the only contributor, the
minor (1)6.
    
    Account in the name of
guardian or committee for a
designated ward, minor, or
incompetent person
    
    The ward, minor or incompetent person(3)7.a.
    
    The usual revocable
savings trust account
(grantor is also trustee)
    
    The grantor-trustee(1)b.
    
    So-called trust account
that is not a legal or
valid trust under State law
    
    The actual owner(1)8.
    
    Sole proprietorship account
    
    The owner(4)9.
    
    A valid trust, estate, or pension trust
    
    The legal entity (Do not
furnish the identifying
number or the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title) (5)10.
    
    Corporate account
    
    The corporation11.
    
    Religious, charitable, or
educational organization
account
    
    The organization12.
    
    Partnership account held
in the name of the business
    
    The partnership13.
    
    Association, club or other tax-exempt organization
    
    The organization14.
    
    A broker or registered nominee
    
    The broker or nominee15.
    
    Account with the
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or person) that
receives agricultural
program payments
    
    The public entity
 (1) List first and circle the name of the person whose number you furnish. (2) Circle the minors name and furnish the minors Social Security number. (3) Circle the wards, minors or incompetent persons name and furnish such
persons Social Security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension
trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.




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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 Obtain a Number If you dont have a taxpayer identification number
or you dont know your number, obtain Form SS-5,
Application for a Social Security Number Card, or
Form SS-4, Application for Employer
Identification Number, at the local office of the
Social Security Administration or the Internal
Revenue Service and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from backup
withholding on ALL payments include the following:  
    
    A corporation.
    
    A financial institution.
    
    An organization exempt from tax under
section 501(a), or an individual
retirement plan.
    
    The United States or any agency or
instrumentality thereof.
    
    A State, the District of Columbia, a
possession of the United States, or
any subdivision or instrumentality
thereof.
    
    A foreign government, a political
subdivision of a foreign government,
or any agency or instrumentality
thereof.
    
    An international organization or any
agency or instrumentality thereof.
    
    A registered dealer in securities or
commodities registered in the U.S. or
a possession of the U.S.
    
    A real estate investment trust.
    
    A common trust fund operated by a bank
under section 584(a).
    
    An exempt charitable remainder trust,
or a non-exempt trust described in
section 4947(a)(1).
    
    An entity registered at all times
under the Investment Company Act of
1940.
    
    A foreign central bank of issue. Payments of dividends and patronage dividends not
generally subject to backup withholding include
the following:  
    
    Payments to nonresident aliens subject
to withholding under section 1441.
    
    Payments to partnerships not engaged
in a trade or business in the U.S. and
which have at least one nonresident
partner.
    
    Payments of patronage dividends where
the amount renewed is not paid in
money.
    
    Payments made by certain foreign
organizations. Payments of interest not generally subject to
backup withholding include the following:  
    
    Payments of interest on obligations
issued by individuals. Note:You may
be subject to backup withholding if
this interest is $600 or more and is
paid in the course of the payers
trade or business and you have not
provided your correct taxpayer
identification number to the payer.
    
    Payments of tax-exempt interest
(including exempt-interest dividends
under section 852).
    
    Payments described in section
6049(b)(5) to non-resident aliens.
    
    Payments on tax-free covenant bonds
under section 1451.
    
    Payments made by certain foreign
organizations.
    
    Payments made to a nominee. Exempt payees described above should file Form W-9
to avoid possible erroneous backup withholding. FILE SUBSTITUTE FORM W-9 WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
EXEMPT ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND
DATE THE FORM. Certain payments other than interest, dividends
and patronage dividends that are not subject to
information reporting are also not subject to
backup withholding. For details, see the
regulations under sections 6041, 6041A(a), 6045
and 6050A. Privacy Act Notice. Section 6109 requires most
recipients of dividend, interest, or other
payments to give taxpayer identification numbers
to payers who must report the payments to the IRS.
The IRS uses the numbers for identification
purposes. Payers must be given the numbers
whether or not recipients are required to file tax
returns. Payers must generally withhold 31% of
taxable interest, dividend, and certain other
payments to a payee who does not furnish a
taxpayer identification number to a payee. Certain
penalties may also apply. (1) Penalty for Failure to Furnish Taxpayer
Identification Number. If you fail to furnish
your taxpayer identification number to a payer,
you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable
cause and not to willful neglect. (2) Civil Penalty for False Information with
Respect to Withholding. If you make a false
statement with no reasonable basis which results
in no imposition of backup withholding, you are
subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.
 Falsifying certifications or affirmations may
subject you to criminal penalties including fines
and /or imprisonment. (4) Failure to Report Certain Dividend and
Interest Payments. If you fail to include any
portion of an includible payment for interest,
dividends or patronage dividends in gross income
and such failure is due to negligence, a penalty
of 20% is imposed on any portion of an
underpayment attributable to that failure. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.