/NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES/
MONTREAL, April 22 /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 April 22, 2009 (the
"Prospectus") filed with the securities authorities in the provinces of
Québec, Ontario, Alberta and British Columbia in connection with the public
offering of units (the "Units") of AAER (the "Offering") at a price of $0.23
per Unit. The Offering is being made on a best efforts basis by a syndicate of
agents led by Canaccord Adams and including Industrial Alliance Securities
Inc. (the "Agents").
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, for a maximum amount of
$2 million. Each Payment Unit will be issued at a price of $0.23 per Payment
Unit (the "Shares-for-Debt Offering"). The price at which the Payment Units
are to be issued is based on the price per Unit of the Offering, which was
determined through negotiation between AAER and the Agents.
Each Unit and Payment Unit consists 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 upon payment of the exercise price of $0.27 per
Warrant during the period of 24 months after the date of closing of the
Offering or the Shares-for-Debt Offering, as the case may be. The Warrants are
subject to an accelerated expiry, under certain circumstances.
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 any portion of the outstanding principal amount of
the Debentures issued in April 2009 which has not been converted at the
holder's option in accordance with the terms thereof, and (iii) for general
corporate and working capital purposes.
The Offering is expected to close on or about May 7, 2009 and is subject
to the usual conditions, including approval from the TSX Venture Exchange.
Recent changes in the management team
AAER also announces that it has carried out a reorganization of its
engineering and production activities, following the departure of Mr. Robert
Guillemette. Mr. Guillemette resigned on April 20, 2009 from his position as
Chief Operating Officer ("COO") of the Corporation, for personal reasons.
As part of the reorganization, AAER has eliminated the position of COO
and created two new positions with distinct responsibilities in the
Engineering and Production departments. As a result, management believes that
it is now better equipped to meet the needs of a growing, sophisticated
customer base while constantly improving the efficiency of its operations at
the Bromont plant.
Consequently, AAER is pleased to announce that Mr. Martin Venne has
accepted the position of Vice President, Engineering. In that capacity, Martin
will be responsible for all design and certification efforts. Before joining
AAER in early 2007, Martin gained experience at GE Canada and CIMA+, an
engineering consulting firm active in project management and new technologies.
He holds an engineering degree from Université de Sherbrooke.
AAER is equally pleased to announce that Mr. Robin Lanoue has been named
Director of Production. In that capacity, Robin will be responsible for all
manufacturing and assembly activities at the Bromont facility. Before joining
the Corporation, Robin has successfully launched and managed different
manufacturing programs at Timken Canada, Camoplast, CSF, AVCORP and
Bombardier-Canadair. Robin is an engineering graduate from the Ecole
"I want to thank Robert for his valued contribution to the Corporation"
said Dave Gagnon, President and Chief executive Officer of AAER, "and I am
pleased to have Martin and Robin, two individuals that have proven their value
to the Corporation, take on new responsibilities from within the
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.
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 product's 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
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 April, 21, 2009 and 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
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.
For further information:
For further information: AAER Inc., Dave Gagnon, President, Telephone:
(450) 534-5155, www.aaer.ca; The Equicom Group Inc., Alice Dunning, MBA, CFA,
Telephone: (416) 815-0700 ext. 255, firstname.lastname@example.org