/NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES/
MONTREAL, Oct. 2 /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 completed today a private offering of 250 units (the "Units") for total gross proceeds of $250,000. Each Unit consists of one convertible unsecured subordinated debenture in the principal amount of $1,000 (each, a "Debenture") and 4,300 common share purchase warrants (each, a "Warrant"). This private offering is the first tranche of an offering of Units that may reach maximum gross proceeds of $1,250,000.
The principal amount of each Debenture bears interest at an annual rate of 15% payable semi-annually, in cash, on September 30 and March 31 of each year commencing on March 31, 2010. The Debentures mature on September 30, 2010 (the "Maturity Date") unless the Corporation, before the Maturity Date, completes an equity offering or accesses a credit facility for gross proceeds of $3,000,000 or more, in which case, the Debenture is redeemable by the Corporation at the closing of the first of such events to occur (the "Early Maturity Date") or, if the holder so elects, the Debenture may be converted into common shares of the Corporation (the "Common Shares") at a price of $0.18 per share. At any time before the Maturity Date or the Early Maturity Date, as the case may be, each Debenture may be converted, at the holder's option, into Common Shares at a conversion price of $0.18. After March 31, 2010 but before the Maturity Date or the Early Maturity Date, as the case may be, each holder has the option to have his Debenture repaid, in whole or in part, at a price equal to the principal amount then outstanding plus any accrued and unpaid interest thereon.
Each Warrant comprised in the Units entitles the holder thereof to acquire one Common Share at any time until 17:00 (Toronto time) on September 30, 2010 at a price of $0.23, subject to the early expiry provisions contained therein.
In connection with this private offering, the Corporation has agreed to pay a finder's fee in the aggregate amount of $20,000.
The Debentures, the Warrants and the Common Shares underlying the Debentures and the Warrants are subject to a statutory four-month hold period under applicable securities laws.
The net proceeds of this private offering will be used by the Corporation for general corporate and working capital purposes.
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 Megawatt 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 Company's website at
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 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.
SOURCE AAER INC.
For further information: For further information: AAER Inc., Dave Gagnon, President, Telephone: (450) 534-5155, www.aaer.ca; The Equicom Group Inc., Alice Dunning, Telephone: (416) 815-0700 ext. 255, firstname.lastname@example.org