Azure Dynamics Announces Terms of Offering of Common Shares

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OAK PARK, MI, Dec. 15 /CNW/ - Azure Dynamics Corporation (TSX: AZD) - ("Azure" or the "Company"), an industry leader in the development of hybrid electric and electric technologies for commercial vehicles, announced today that it has finalized the terms of its previously announced offering of common shares of the Company ("Common Shares").

Azure has entered into an agency agreement with a syndicate of agents led by Raymond James Ltd., and including Cormark Securities Inc., Stonegate Securities, Inc. and Paradigm Capital Inc. (collectively, the "Agents"), pursuant to which the Agents have agreed to sell, on a "best efforts" basis, a minimum of 83,333,333 Common Shares at a price of $0.18 per Common Share (the "Offering Price") for minimum total gross proceeds to the Company of $15,000,000 and up to a maximum of 166,666,667 Common Shares at the Offering Price for maximum total gross proceeds to the Company of up to $30,000,000 (the "Offering").

A final prospectus containing important information with respect to the Offering has been filed with the securities regulatory authorities in each of the provinces of Canada .

The Offering is scheduled to close on or about December 22, 2009 . Closing of the Offering is subject to certain conditions including, but not limited to, the sale of a minimum of 83,333,333 Common Shares under the Offering and receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

The Company plans to use the net proceeds of the Offering to fund its engineering, research, development and related costs, selling and marketing expenditures, general and administration expenditures, as well as general working capital requirements.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Azure in the United States . 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 or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

About Azure Dynamics

Azure Dynamics Corporation (TSX: AZD) is a world leader in the development and production of hybrid electric and electric components and powertrain systems for commercial vehicles. Azure is strategically targeting the commercial delivery vehicle and shuttle bus markets and is currently working internationally with various partners and customers. The Company is committed to providing customers and partners with innovative, cost-efficient, and environmentally friendly energy management solutions.

For more information, please visit www.azuredynamics.com.

The TSX does not accept responsibility for the adequacy or accuracy of this release.

Forward-looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Offering, the anticipated use of the net proceeds from the Offering, Azure's business development strategy, projected commercial revenues and product deliveries.

The forward-looking statements are based on certain key expectations and assumptions made by Azure, including the anticipated sale of a minimum of 83,333,333 Common Shares under the Offering and the receipt of all necessary approvals, as well as expectations and assumptions concerning achievement of current timetables for development programs, target market acceptance of Azure's products, current and new product performance, availability and cost of labour and expertise, and evolving markets for power for transportation vehicles. Although Azure believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Azure can give no assurance that they will prove to be correct. The closing of the Offering could be delayed or the Offering may not close at all if the necessary approvals are not obtained on a timely basis or if the minimum of 83,333,333 Common Shares is not sold or if some other condition to completion of the Offering is not satisfied. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with Azure's early stage of development, lack of product revenues and history of losses, requirements for additional financing, uncertainty as to commercial viability, uncertainty as to product development and commercialization milestones being met, uncertainty as to the market for Azure's products and unproven acceptance of Azure's technology, competition for capital, product market and personnel, uncertainty as to target markets, dependence upon third parties, changes in environmental laws or policies, uncertainty as to patent and proprietary rights, availability of management and key personnel, and acquisition integration risk. These risks are set out in more detail in Azure's annual information form which can be accessed at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof and Azure undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

For further information: Ryan Carr, Chief Financial Officer, [phone] ext 1206, Email: [email protected]; Pat Liebler, Liebler Group, [phone], Email: [email protected]