SJ Stella Jones Inc

NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISTRIBUTION INTO THE UNITED
STATES.


Stella-Jones Inc. (TSX:SJ) ("Stella-Jones" or the "Company") announced today
that it has entered into an underwriting agreement with a syndicate of
underwriters led by RBC Capital Markets, pursuant to which such underwriters
have agreed to purchase from treasury, on an underwritten private placement
basis, 721,200 subscription receipts of the Company (the "Subscription
Receipts") at a price of $68.00 per Subscription Receipt for aggregate gross
proceeds to the Company of approximately $49.0 million (the "Underwriters'
Private Placement").


In addition to the Underwriters' Private Placement, the Company has received a
firm commitment from its principal shareholder, Stella Jones International S.A.
("SJ International") whereby SJ International has agreed to purchase 455,300
Subscription Receipts on the same terms as the Underwriters' Private Placement
for aggregate gross proceeds to the Company of approximately $31.0 million (the
"Shareholder's Private Placement"), thereby maintaining its current level of
interest in the Company at 38.7%.


Closing of the Underwriters' Private Placement and the Shareholder's Private
Placement (collectively, the "Private Placements") are expected to occur on or
about November 30, 2012 and are subject to certain conditions, including the
receipt of the approval of the Toronto Stock Exchange.


Net proceeds from the Private Placements will be used by the Company to
partially fund the acquisition of McFarland Cascade Holdings, Inc. (the
"Acquisition"). Stella-Jones announced on November 2, 2012 that it had signed a
non-binding letter of intent with respect to the Acquisition.


The Subscription Receipts will be exchangeable, without additional payment, into
common shares of the Company on a one-for-one basis upon completion of the
Acquisition. If the Acquisition is not completed by December 23, 2012, then the
Subscription Receipts will be automatically terminated and cancelled and the
principal amount subscribed plus accrued interest will be returned to the
holders thereof.


The Shareholder's Private Placement is a "related party transaction" under
Multilateral Instrument 61-101. The material change report related to the
Shareholder's Private Placement will be filed less than 21 days before its
expected closing date as the Shareholder's Private Placement will need to close
prior to the scheduled closing date of the Acquisition.


This press release is not an offer to sell, or a solicitation of an offer to
buy, any securities. The securities referred to in this press release have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended and may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act of 1933.


ABOUT STELLA-JONES 

Stella-Jones Inc. (TSX:SJ) is a leading producer and marketer of pressure
treated wood products. The Company supplies North America's railroad operators
with railway ties, timbers and recycling services; and the continent's
electrical utilities and telecommunications companies with utility poles.
Stella-Jones also provides industrial products and services for construction and
marine applications, as well as residential lumber to retailers and wholesalers
for outdoor applications. The Company's common shares are listed on the Toronto
Stock Exchange. 


Except for historical information provided herein, this press release contains
information and statements of a forward-looking nature concerning the Private
Placements. These statements are based on suppositions, uncertainties and other
factors as well as on management's best possible evaluation of future events.
Such factors may include, without excluding other considerations, satisfaction
of closing conditions, or failure to complete or delay in completing the Private
Placements for any other reason. As a result, readers are advised that actual
results may differ from expected results and should not place undue reliance on
forward-looking information.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Investor Relations: Stella-Jones Inc.
Eric Vachon, CPA, CA
Senior Vice-President and Chief Financial Officer
(514) 940-3903
(514) 934-5327 (FAX)
evachon@stella-jones.com


MaisonBrison Communications
Martin Goulet, CFA
(514) 731-0000
martin@maisonbrison.com

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