Azure Dynamics Corporation
TSX : AZD
PINK SHEETS : AZDDF

Azure Dynamics Corporation

November 11, 2011 09:25 ET

Azure Dynamics Announces Terms and Pricing of Public Offering

OAK PARK, MICHIGAN--(Marketwire - Nov. 11, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Azure Dynamics Corporation (TSX:AZD)(PINK SHEETS:AZDDF), a world leader in the development and production of hybrid electric and electric components and powertrain systems for commercial vehicles, announced today that it has priced its previously announced public offering (the "Public Offering") of units ("Units"). Pursuant to the Public Offering, a syndicate of agents (the "Agents") co-led by Raymond James Ltd. and Cormark Securities Inc. and including National Bank Financial Inc., have agreed to sell on a "best efforts" agency basis a minimum of 45,454,546 Units and a maximum of 55,000,000 Units at a price of CDN$0.11 per Unit, for gross proceeds of up to CDN$6.1 million.

Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant shall be exercisable to acquire one common share of the Company for a period of three years from the closing of the Public Offering at an exercise price of $0.14 per share, subject to adjustment in certain events.

The Company has also granted the Agents an option (the "Over-Allotment Option") to purchase up to an additional 15% of the common shares and/or Warrants comprising the Units at the Public Offering price for additional gross proceeds to the Company of up to $907,500. The Agents may elect to exercise the Over-Allotment Option for Units, common shares only, Warrants only or any combination of common shares and Warrants, up to a maximum of 8,250,000 additional common shares and 4,125,000 additional Warrants. The Over-Allotment Option is exercisable, in whole or in part, until noon (EST) on the 30th day following the closing of the Public Offering for purposes of satisfying over-allotments, if any, and for market stabilization purposes.

The Company intends to file a final short form prospectus, reflecting the terms of the Public Offering, with the applicable securities regulatory authorities in each of the provinces of Canada later today. The Public Offering is expected to close on or about November 18, 2011, subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

The Company plans to use the net proceeds of the Public Offering to fund its ongoing product development as well as general corporate and 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)(PINK SHEETS:AZDDF) 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 a variety of 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.

Forward-looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning Azure's Public Offering of Azure's securities and the use of proceeds from such offering. The forward-looking statements are based on certain key expectations and assumptions made by Azure, including 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 labor 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. 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 and the preliminary short form prospectus dated October 25, 2011, each of 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.

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

Contact Information