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Azure Dynamics Reports First Quarter 2006 Results

TORONTO, Candada, May 11, 2006 --

- All Amounts are Canadian Dollars

Azure Dynamics Corporation (TSX: AZD & LSE: ADC) ("Azure" or the "Company") a leading developer of hybrid electric and electric powertrains for commercial and military vehicles, today announced its financial results for the first quarter ended March 31, 2006. The Company also provided an update on corporate and product development activities in the period.

Azure is also pleased to announce that its annual shareholder meeting will be held at The National Club, 303 Bay Street, Toronto, Ontario at 4: 30p.m. (local time) on July 24, 2006.

    
    Q1 2006 Highlights:
    -   Revenue increased to $1.1 million from $1.0 million in Q1 2005;
    -   Formed Strategic Committee of the Board of Directors and retained
        Rothschild, a leading independent investment banking group, to advise
        and assist in a review of strategic, value creation opportunities;
    -   Delivered first P1 parallel hybrid delivery van to the United States
        Postal Service;
    -   Completed proof-of-concept hybrid Ford Transit Van in collaboration
        with Ingimex Ltd. and GKN Plc for testing and market evaluation
        purposes; the vehicle was displayed at the Commercial Vehicle Show
        (Birmingham, England) in April 2006;
    -   Commenced deliveries of electric powertrain systems to Smith Electric
        Vehicles under an existing supply agreement; and,
    -   Commenced product build of second generation P2 parallel hybrid
        delivery vans, two of which will be delivered to the Charmer-Sunbelt
        Group in 2006.

"We continued to advance our product commercialization objectives in the quarter including the delivery of our first P1 parallel hybrid van to the United States Postal Service," said Campbell Deacon, Deputy Chairman and Chief Executive Officer of Azure. "Strategically, we retained the international investment bank, Rothschild, to help evaluate strategic partnership and business alliance opportunities to enable Azure to more fully and quickly exploit the intrinsic value of our core technologies and engineering expertise. Our primary objective in 2006 is to increase commercial volumes and to broaden our market penetration."

Financial Results

Revenue for the first quarter ended March 31, 2006 increased 10% to $1. 1 million compared to $1.0 million in the first quarter of 2005. The increase in revenue is primarily attributable to increased activity on funded engineering contracts in the Company's U.S. based operations. Revenue is mainly comprised of sales of components, customer engineering contracts, and after-sales service support. After considering direct and applicable indirect costs of sales, gross margin in the first quarter of 2006 was $0.3 million, or 27% of revenue, compared to $0.3 million or 30% of revenue in the first quarter a year ago.

Net loss for the first quarter of 2006, was $4.6 million or $0.03 per share compared to a net loss of $4.9 million or $0.04 per share in the corresponding quarter a year ago. Reduced net loss in the first quarter of 2006 is primarily attributable to decreased losses associated with foreign currency translation.

Before contributions, the Company incurred $2.7 million in engineering and research and development ("R&D") expenses in the first quarter of 2006, compared to engineering and R&D expenses of $3.1 million in the comparable 2005 quarter. R&D expenses in the first quarter of 2006 included $1.6 million in product development costs. Reduced engineering and R&D expenses were a result of higher cost recoveries from increased activity levels on funded engineering programs by technical employees. Expenses were reduced by $0.3 million in the first quarter of 2006 due to government subsidies and customer contributions. At March 31, 2006, Azure employed 84 research, engineering, and technical employees.

The Company had cash and cash equivalents of $15.8 million as at March 31, 2006, compared to cash and cash equivalents of $20.7 million as at December 31, 2005. Net cash outflows were approximately $4.9 million in the quarter compared to net cash inflows of $4.9 million in the first quarter of 2005. The prior year quarter included net equity financings of $11.8 million compared to $0.7 million in the first quarter of 2006. Net cash outflows in respect of operations, working capital financing, and capital expenditures were approximately $5.6 million compared to $6.6 million in the first quarter of 2005. The decrease in cash outflows is attributable to the decreased net loss and lower working capital requirements ($1.8 million in 2006 compared to $2.9 million in the prior year). In addition, cash inflows in the first quarter of 2005 included approximately $0.4 million in cash and cash equivalents acquired through the Company's acquisition of Solectria.

The Company's complete 2006 first quarter Financial Statements and Management Discussion and Analysis are available at www.sedar.com or on the Company's website at www.azuredynamics.com. The Company's financial statements for the three-month period ended March 31, 2006, are attached to this press release.

Corporate

Azure Dynamics formed a Strategic Committee of the Board of Directors and retained Rothschild, a leading international investment bank, to advise and assist in the review of strategic, value creation opportunities available to the Company, including the identification and evaluation of potential strategic partnerships. The primary mandate of the Strategic Committee and Rothschild is to identify opportunities to leverage the intrinsic value of Azure Dynamics' core technologies and engineering expertise in order to increase commercial production volumes and accelerate broader market penetration.

Product Developments

In the first quarter of 2006, the Company remained focused on deploying its proprietary technology into powertrain products for light to heavy duty commercial and military vehicles. Azure develops hybrid and electric powertrains and components for four broad vehicle categories. Within each vehicle category, Azure leverages its powertrain designs to satisfy a broad range of vehicle applications. The product developments in the first quarter of 2006 included:

    
    G1 Series (7,500 to 16,000 lbs. gross vehicle weight, "GVW")
    ------------------------------------------------------------ 
    -   Completion of proof-of-concept Ford Transit Van in collaboration with
        Ingimex and GKN;
    -   Continued operation of a delivery van for testing and validation
        purposes by the United States Postal Service;
    -   Commenced delivery of electric powertrains under a supply agreement
        with Smith Electric Vehicles;
    -   Continued collaboration with Smith Electric Vehicles in the
        development of an all-electric airport tug and the conversion of an
        OEM delivery vehicle to a full electric platform;
    -   Commencement of marketing programs for Azure's hybrid "CitiBus"
        shuttle bus. Azure has received orders for nine buses to date; and,
    -   Continued development of the second-generation CitiBus to be used for
        independent testing to qualify for use by US public transit
        authorities and for marketing. 
    G2 Series (5,000 to 7,500 lbs. GVW)
    ----------------------------------- 
    -   Completed successful design and evaluation of the smaller version of
        the G1 series hybrid. 
    P1 Parallel (10,000 - 19,000 lbs. GVW)
    -------------------------------------- 
    -   Completion and delivery of the first P1 delivery van for the United
        States Postal Service; and
    -   Redesigned components to reassemble the AM General High-Mobility
        Multipurpose Vehicle integrated with a third generation Auxiliary
        Power Distribution System for military use. The vehicle is expected
        to be completed in the 2nd quarter of 2006. 
    P2 Parallel (over 19,000 lbs. GVW)
    ---------------------------------- 
    -   Initiated development of the second generation P2 parallel
        powertrains; and,
    -   Commenced building two P2 Class 7 delivery trucks for Charmer-Sunbelt
        with delivery scheduled for the second half of 2006. 
    Electric Components
    ------------------- 
    -   Continued design, development, and testing of power electronics and
        drive systems for supply agreement with Engineered Air Systems Inc.,
        valued at approximately CDN$17 million, with delivery scheduled for
        late 2006 or early 2007.

About Azure Dynamics

Azure Dynamics Corporation is a world leader in the development and production of hybrid electric and electric commercial and military vehicles and systems. The group estimates it has over 25 million miles of vehicle experience. Azure's operations are based in North America and Europe.

Azure is currently working internationally with various partners and customers including Purolator Courier Ltd., Canada Post, United States Postal Service, Smith Electric Vehicles, Engineered Support Systems Inc. and AM General LLC. Azure Dynamics Corporation is a public company trading on the TSX (AZD) in Canada and on the AIM (ADC) in the UK. For more company information please visit www.azuredynamics.com.

    
    -------------------------------------------------------------------------
                                                  Azure Dynamics Corporation
                                             (A Development Stage Enterprise)
                                                 Consolidated Balance Sheets
                                                        (Stated in thousands) 
                                   March 31      December 31      March 31
                                     2006            2005            2005
    As at                         (unaudited)     (audited)   (unaudited)(xx)
    -------------------------------------------------------------------------
                                       $               $               $
    ASSETS 
    Current
      Cash and cash equivalents       15,775          20,721          18,520
      Accounts receivable                583           1,004             891
      Contributions receivable           782             597           1,354
      Inventory and related
       prepayments                     3,043           2,696           2,440
      Prepaid expenses                 1,067             980             775
                                ---------------------------------------------
                                      21,249          25,998          23,980 
    Restricted cash                      701             698             726
    Property and equipment             5,615           5,573           5,382
    Other assets                          54              61              60
    Intangible assets, net of
     amortization of 1,646
     (note 3)                         11,754          12,133          13,398
    Goodwill (note 3)                  2,932           2,932           2,875
                                --------------------------------------------- 
                                      42,306          47,395          46,422
    -------------------------------------------------------------------------
    ------------------------------------------------------------------------- 
    LIABILITIES AND SHAREHOLDERS' EQUITY 
    Current
      Accounts payable and accrued
       liabilities                     2,398           3,403           2,175
      Customer deposits &
       deferred revenue                1,042           1,574           1,398
      Current portion of notes
       payable (note 4)                2,554           2,558             372
                                ---------------------------------------------
                                       5,993           7,535           3,945 
    Long-term
      Deferred revenue                 1,015           1,038               -
      Notes payable                        -               -           2,331
                                ---------------------------------------------
                                       1,015           1,038           2,331
                                ---------------------------------------------
    Shareholders' equity
      Share capital (note 5)          81,387          80,701          66,145
      Contributed surplus (note 5)     2,672           2,316           1,223
      Deficit                        (48,761)        (44,195)        (27,221)
                                ---------------------------------------------
                                      35,298          38,822          40,147
                                --------------------------------------------- 
                                      42,306          47,395          46,422 
    (xx) Certain reclassifications have been made to the March 31, 2005
         comparative numbers to conform to the current period
         presentation.

    -------------------------------------------------------------------------
                                                  Azure Dynamics Corporation
                                             (A Development Stage Enterprise)
                           Consolidated Statements of Operations and Deficit
                              (Stated in thousands, except per share amounts) 
                                                  For the three months ending
                                                            March 31
                                                      2006           2005(xx)
    -------------------------------------------------------------------------
                                                        $               $ 
    Revenues                                           1,147             984 
    Cost of sales                                        843             693 
                                               ------------------------------
    Gross Margin                                         304             291
                                               ------------------------------ 
    Expenses
      Engineering, research, development
       and related costs, net                          2,416           2,707
      Selling and marketing                              725             647
      General and administrative                       1,816           1,604
                                               ------------------------------
    Total expenses                                     4,957           4,958 
                                               ------------------------------
    Loss from operations                              (4,654)         (4,667)
                                               ------------------------------ 
      Interest and other income, net                     137              42
      Foreign currency loss                              (49)           (297)
                                               ------------------------------ 
    Net loss for the period                           (4,566)         (4,922) 
    Deficit, beginning of period                     (44,195)        (22,299)
                                               ------------------------------ 
    Deficit, end of period                           (48,761)        (27,221) 
    -------------------------------------------------------------------------
    ------------------------------------------------------------------------- 
    Loss per share - basic                             (0.03)          (0.04) 
    Weighted average number of shares - basic(x)     156,631         124,892 
    (x)  No fully diluted earnings per share have been disclosed, as these
         would be anti dilutive.
    (xx) Certain reclassifications have been made to the March 31, 2005
         comparative numbers to conform to the current period presentation

    -------------------------------------------------------------------------
                                                  Azure Dynamics Corporation
                                             (A Development Stage Enterprise)
                                       Consolidated Statements of Cash Flows
                                                        (Stated in thousands) 
                                                  For the three months ending
                                                            March 31
                                                      2006            2005
    -------------------------------------------------------------------------
                                                        $               $ 
    Cash flows from operating activities
      Net loss for the period                         (4,566)         (4,922)
      Adjustments for:
        Amortization of property and equipment
         and other assets                                193             143
        Amortization of intangible assets                401             283
        Unrealized foreign currency losses               (39)            301
        Stock option compensation expense                424             505
                                               ------------------------------
                                                      (3,587)         (3,690) 
      Changes in non-cash working capital items       (1,764)         (2,864)
        Movement due to exchange impact                    5               -
                                               ------------------------------
      Net changes in non-cash working capital items   (1,759)         (2,864) 
                                               ------------------------------
                                                      (5,346)         (6,554)
                                               ------------------------------ 
    Cash flows from financing activities
      Issuance of common shares (net of costs)           617          11,750
      Principle payments on notes payable                (15)            (15)
      Movement due to exchange impact                     11            (243)
                                               ------------------------------
                                                         613          11,492
                                               ------------------------------ 
    Cash flows from investing activities
      Acquisition of property and equipment             (235)           (290)
      Acquisition of other assets                        (15)            (97)
      Acquisition of subsidiary                            -             422
      Movement due to exchange impact                     64             (39)
                                               ------------------------------
                                                        (186)             (4)
                                               ------------------------------ 
    Increase (decrease) in cash and cash equivalents  (4,919)          4,934 
    Exchange loss on cash held in foreign currency       (27)             (1) 
    Cash and cash equivalents, beginning of period    20,721          13,587 
                                               ------------------------------
    Cash and cash equivalents, end of period          15,775          18,520
                                               ------------------------------