AAER announces the filing of a preliminary prospectus

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BROMONT, QC, Dec. 30 /CNW/ - AAER Inc. (TSX-V : AAE) ("AAER" or the "Corporation"), Canada's only original equipment manufacturer of wind turbines of 1 megawatt ("MW") and more, is pleased to announce that it has obtained a receipt for its preliminary short form prospectus dated December 29, 2009 (the "Prospectus") filed with the securities authorities in the provinces of Québec, Ontario, Alberta and British Columbia in connection with the offering of units (each, an "Offered Units") of AAER for gross proceeds of a minimum of $ 5,000,000 and a maximum of $ 6,500,000 (the "Offering"). The Offering is being made on a best efforts basis by Canaccord Adams (the "Agent").

The Prospectus also qualifies the distribution of units of AAER (the "Payment Units") to be issued to certain suppliers and other business partners of AAER in lieu of payment for products and services (the "Shares-for-Debt Offering"). The price at which the Payment Units will be issued will be equal to the price per Offered Unit, which will be determined through negotiation between AAER and the Agents upon filing of the final prospectus.

Each Unit and Payment Unit will consist of one common share in the share capital of AAER (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share during the period of 12 months after the date of closing of the Offering.

The net proceeds of the Offering will be used by the Corporation (i) for the purchase of necessary inventory and components to assemble wind turbines, (ii) for the repayment of the outstanding principal amount of the Debentures issued in October 2009 and of other trade creditors of AAER, (iii) for investment in capital and intangible assets and (iv) for general corporate and working capital purposes.

The Offering is expected to close in February 2010 and is subject to the usual conditions, including approval from the TSX Venture Exchange.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

    
    About AAER Inc.
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AAER is a wind turbine manufacturer located in Bromont, Quebec that manufactures and maintains high capacity 1 MW or more wind turbines principally for the North American market. Its strategy is to progressively build its products' components to provide a high level of reliability and competitive pricing to its customers. AAER uses a portfolio of proven European technologies to ensure the performance of its turbines in various wind conditions and terrains. Its stock is listed on the TSX Venture Exchange (TSX-V: AAE). Additional information is available on the Corporation's website at www.aaer.ca.

    
    Forward-Looking Statements
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This news release contains certain forward-looking statements or forward looking-information. These forward looking statements are subject to a variety of risks and uncertainties beyond the Corporation's ability to control or predict which could cause actual events or results to differ materially from those anticipated in such forward looking statements. Such risks and uncertainties are disclosed under the heading "Risk Factors" in the Corporation's preliminary prospectus dated December 29, 2009 and the annual information form for the year ended December 31, 2008 and dated March 26, 2009 . Further, forward-looking information is in addition based on various assumptions, including, without limitation, assumptions about: (i) general business and economic conditions; (ii) selection of the Corporation's client bids in different requests for proposals; (iii) the availability of financing on reasonable terms; (iv) the availability of key components for the assembly of wind turbines, (v) the costs of raw materials and parts; (vi) the Corporation's ability to attract and retain skilled staff; (vii) market competition; (viii) the technology offered by the Corporation's competitors; (ix) the Corporation's ability to meet contractual obligations and delivery dates; and * the Corporation's ongoing relations with employees and with clients. Should one or more of these risks and uncertainties materialize, or should the underlying assumption prove incorrect or different, actual results may vary materially from those described in the forward-looking statements. All forward looking statements speak only as of the date of this news release. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

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For further information: AAER Inc., Dave Gagnon, President, Telephone: [phone], www.aaer.ca; Eric Phaneuf, Chief Financial Officer, Telephone: [phone], [email protected]