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North American manufacturer of wind turbines

Message: AAER announces the filing of a preliminary prospectus

AAER announces the filing of a preliminary prospectus

posted on Dec 30, 2009 10:15PM

BROMONT, QC, Dec. 30 /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 December 29, 2009 (the
"Prospectus") filed with the securities authorities in the provinces of
Québec, Ontario, Alberta and British Columbia in connection with the offering
of units (each, an "Offered Units") of AAER for gross proceeds of a minimum of
$ 5,000,000 and a maximum of $ 6,500,000 (the "Offering"). The Offering is
being made on a best efforts basis by Canaccord Adams (the "Agent").
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 (the "Shares-for-Debt
Offering"). The price at which the Payment Units will be issued will be equal
to the price per Offered Unit, which will be determined through negotiation
between AAER and the Agents upon filing of the final prospectus.
Each Unit and Payment Unit will consist 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 during the period of 12 months after the date of
closing of the Offering.
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 the outstanding principal amount of the Debentures
issued in October 2009 and of other trade creditors of AAER, (iii) for
investment in capital and intangible assets and (iv) for general corporate and
working capital purposes.
The Offering is expected to close in February 2010 and is subject to the
usual conditions, including approval from the TSX Venture Exchange.
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 products' 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
at www.aaer.ca.

Forward-Looking Statements
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 December 29, 2009 and the 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: AAER Inc., Dave Gagnon, President, Telephone:
(450) 534-5155, www.aaer.ca; Eric Phaneuf, Chief Financial Officer, Telephone:
(450) 534-5155, [email protected]/
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