|Azure Dynamics Announces Filing of a Preliminary Short Form Prospectus for an Offering of Common Shares|
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario - November 7, 2006 - Azure Dynamics Corporation (TSX: AZD & LSE: ADC) (“Azure” or the “Company”) is pleased to announce that it has closed its offering of 31,176,471 common shares of the Company at a price of CDN$0.85 per common share for aggregate gross proceeds of CDN$26,500,000 (the “Offering”). Clarus Securities Inc. and Paradigm Capital Inc. (together, the “Underwriters”) acted as co-lead underwriters in connection with the Offering. The Underwriters have also been granted an option to purchase up to an additional 3,117,647 common shares for market stabilization and over-allotment purposes. This option may be exercised in whole or in part until December 7, 2006.
The Company is also pleased to announce that it has closed its previously announced £1,724,000 (approximately CDN$3,670,000) brokered private placement offering of 4,310,000 common shares in the United Kingdom at a price of £0.40 (CDN$0.85) per common share (the “UK Offering”). Numis Securities Limited acted as Azure’s agent in connection with the UK Offering.
The Company plans to use the proceeds of the Offering and the UK Offering to fund its ongoing engineering, project development and strategic initiatives and for general corporate purposes.
Both the Offering and the UK Offering are expected to close on or about November 7, 2006. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange (“TSX”) and the Alternative Investment Market of the London Stock Exchange (“AIM”).
Azure Dynamics Corporation is a world leader in the development and production of hybrid electric and electric powertrains for commercial and military vehicles and systems. The Company estimates it has more than 25 million miles of vehicle experience. Azure Dynamics’ operations are based in North America and Europe.
Azure is currently working internationally with various partners and customers including Purolator Courier Ltd., Canada Post, United States Postal Service, Smith Electric Vehicles, Workhorse Custom Chassis, Ford Motor Company, StarTrans, DRS Sustainment Systems, Inc. and AM General LLC. Azure Dynamics Corporation is a public company trading on the TSX (TSX: AZD) in Canada and on the AIM (LSE: ADC) in the UK.
For more company information please visit www.azuredynamics.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
NOTE: The foregoing information may contain forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, but are not limited to: the ability to raise the capital required for product development and operations, product development delays, changing environmental regulations, the ability to attract and retain business partners, competition from other developers of hybrid electric vehicle control systems, competition from other advanced or existing power technologies, evolving markets for power for transportation vehicles. These factors should be considered carefully and readers should not place undue reliance on Azure's forward-looking statements. Investors are encouraged to review the risks detailed from time to time in the company’s filings with regulatory authorities.
This press release is not an offer of the securities described above for sale in the United States (the “securities”). The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. Any public offering of the securities to be made in the United States will be made by means of a prospectus that may be obtained from Azure Dynamics Corp., Clarus Securities Inc., or Paradigm Capital Inc. and that will contain detailed information about the Company and management, as well as financial statements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Numis Securities Limited is acting for the Company only in relation to the UK Offering and will not be responsible to any other person for providing protections afforded to clients of Numis Securities Limited or for advising such persons on the matters referred to in this announcement.
The TSX Exchange does not accept responsibility for the adequacy or accuracy of this release.
FOR MORE INFORMATION ON AZURE, CONTACT:
Daniel Renzella, Senior Vice-President, Finance and CFO (781) 932-9009 ext 229
Steven Glaser, Vice President Corporate Affairs (416) 367-0220 ext 105