Tonbridge Power Inc.

Tonbridge Power Inc.

December 11, 2009 15:40 ET

Tonbridge Power Inc. Announces Filing of Final Short Form Prospectus

TORONTO, ONTARIO--(Marketwire - Dec. 11, 2009) -


Tonbridge Power Inc. (TSX VENTURE:TBZ) ("Tonbridge" or the "Company") is pleased to announce that it has filed a final short form prospectus in connection with a marketed public offering (the "Offering") of units of the Company ("Units") in the provinces of Alberta, British Columbia, Ontario and Québec. The Company is offering 6,280,000 Units at a price of $2.15 per Unit for aggregate gross proceeds of $13,502,000. Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at any time within 18 months after the completion of the Offering at a price of $2.60 per Common Share.

The Offering is being conducted by a syndicate of agents led by Clarus Securities Inc. and including Macquarie Capital Markets Canada Ltd. and Dundee Securities Corporation (collectively, the "Agents"). The Agents have been granted an over-allotment option, exercisable at any time up to 30 days after closing of the Offering, to increase the number of Units issued under the Offering by up to 15% to cover over-allotments, if any, and for market stabilization purposes.

Closing of the Offering is expected to occur on December 17, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange.

Tonbridge intends to use the net proceeds of the Offering for working capital and general corporate expenses, including preliminary evaluation and advancing of a new transmission line in Southern Montana (known as the "Green Line Project") and other potential power transmission projects in accordance with its stated business objective of establishing, developing, owning and operating power transmission projects and providing transmission line service to electricity shippers in North America.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered dealers in jurisdictions where the offering has been qualified for distribution. The common shares offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Company is the 100% controlling shareholder of Montana Alberta Tie Ltd. ("MATL"), which is developing a 300 MW, 230kV transmission line to interconnect the electricity markets of Alberta and the US. Tonbridge is listed on the TSX Venture Exchange and trades under the symbol "TBZ".

Forward Looking Information

This news release contains "forward-looking information", within the meaning of applicable Canadian securities legislation, concerning the Offering, the prospective Green Line Project and other power transmission projects and matters related thereto. Forward-looking information includes, but is not limited to, details on the closing of the Offering, management's assessment of the Company's future plans and information with respect to the evaluation and advancing of the Green Line Project and the development of new transmission power lines. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as "proposed", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "should", "would", "might" or "will be taken", "occur" or "be achieved". Forward looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, but are not limited to: risks related to the outcome of the feasibility work on the Green Line Project, the ability of the parties to the Green Line Project to enter into a development agreement if the feasibility phase is successful, risks related to ability to develop, finance and construct transmission lines, delays in obtaining governmental approvals, permits or project financing, requirements for additional capital, government regulation, environmental risks, general economic conditions, industry conditions, as well as other factors discussed in the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2008, its management's discussion & analysis for the period ended September 30, 2009, and its final prospectus dated December 11, 2009, all available on Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.

A final prospectus containing important information relating to the Units being issued under the Offering has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. Copies of the final prospectus may be obtained electronically at

For further information: Tonbridge Power Inc.,

Neither the TSX Venture Exchange nor its Regulation Service 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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