NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.


New Flyer Industries Inc. ("New Flyer" or the "Company") (TSX:NFI)(TSX:NFI.UN)
announced today a public offering, on a "bought deal" basis, of US$65 million
principal amount of convertible unsecured subordinated debentures, at a price of
US$1000 per debenture, with an interest rate of 6.25% per annum, payable
semi-annually on the last day of June and December commencing on December 31,
2012 (the "Debentures"). The Debentures will mature on June 30, 2017. 


The offering is being made through a syndicate of underwriters led by BMO
Capital Markets and CIBC World Markets Inc.


The Company has also granted the underwriters the option to purchase up to
US$9.75 million principal amount of additional Debentures at a price of US$1,000
per Debenture to cover over-allotments, exercisable in whole or in part anytime
up to 30 days following closing of the offering.


The Company intends to use the net proceeds of the offering to redeem all of the
approximate C$60 million aggregate principal amount of 14% subordinated notes of
New Flyer Industries Canada ULC held by the public (including those held in the
form of an income deposit security ("IDS") and those held separately)
(collectively, the "Subordinated Notes"), and for general corporate purposes.
Following the redemption of the Subordinated Notes in August 2012, the IDSs will
be de-listed from the TSX and the common shares forming part of an IDS will
commence trading separately and continue to be listed on the TSX. The offering
is expected to close on or about June 5, 2012. 


The Debentures will be convertible at the holder's option into common shares of
the Company at a conversion price of US$10.00 per common share. The debentures
will not be redeemable prior to June 30, 2015. On and after June 30, 2015 and
prior to maturity, the Debentures may be redeemed in whole or in part from time
to time at the Company's option, at a price equal to their principal amount plus
accrued and unpaid interest, provided that the volume weighted average trading
price of the common shares on the Toronto Stock Exchange for the 20 consecutive
trading days preceding the date on which the notice of redemption is given is
not less than 125% of the conversion price.


The offering is subject to normal regulatory approvals, including approval of
the Toronto Stock Exchange.


The securities offered have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.


About New Flyer 

New Flyer is the leading manufacturer of heavy-duty transit buses in Canada and
the United States. The Company's three manufacturing facilities - in Winnipeg,
MB; St. Cloud, MN; and Crookston, MN - are all ISO 9001, ISO 14001 and OHSAS
18001 certified. The Company currently operates a parts fabrication facility in
Elkhart, IN and four PDCs in Winnipeg, MB; Erlanger, KY; Fresno, CA and
Brampton, ON.


With a skilled workforce of over 2,000 employees, New Flyer is a technology
leader, offering the broadest product line in the industry, including drive
systems powered by clean diesel, LNG, CNG and electric trolley as well as
energy-efficient diesel-electric hybrid vehicles. All products are supported
with an industry-leading, comprehensive parts and service network.


Further information is available on New Flyer's web site at www.newflyer.com.
The common shares and income deposit securities of New Flyer are traded on the
Toronto Stock Exchange under the symbols NFI and NFI.UN, respectively.


Forward-Looking Statements 

This press release may contain forward-looking statements relating to expected
future events and financial and operating results of New Flyer and New Flyer
Industries Canada ULC ("NFI ULC") that involve risks and uncertainties. Although
the forward-looking statements contained in this press release are based upon
what management believes to be reasonable assumptions, investors cannot be
assured that actual results will be consistent with these forward-looking
statements, and the differences may be material. Actual results may differ
materially from management expectations as projected in such forward-looking
statements for a variety of reasons, including the ability to complete the
offering and use the proceeds as described in this press release, market and
general economic conditions and economic conditions of and funding availability
for customers to purchase buses and to exercise options for buses and to
purchase parts or services and the other risks and uncertainties discussed in
the materials filed with the Canadian securities regulatory authorities and
available on SEDAR at www.sedar.com. Due to the potential impact of these
factors, New Flyer and NFI ULC disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by applicable law.
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