Asian Resource Global Strategies Inc.
TSX VENTURE : GSI.P

November 27, 2009 17:30 ET

Asian Resource Global Strategies Inc. Announces Proposed Qualifying Transaction With Nesscap, Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 27, 2009) -

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

Asian Resource Global Strategies Inc. ("Asian Resource" or the "Company") (TSX VENTURE:GSI.P), a capital pool company, is pleased to announce that it has entered into an Amended and Restated Merger Agreement with Nesscap, Inc. ("Nesscap") dated September 10, 2009, as further amended on November 24, 2009 (the "Merger Agreement") to complete an arm's length qualifying transaction (the "Proposed Transaction") with the shareholders of Nesscap in accordance with the policies of the TSX Venture Exchange ("TSXV"). Under the Proposed Transaction, Asian Resource will acquire, all of the issued and outstanding securities of Nesscap, such that Nesscap will become a wholly-owned subsidiary of the Company. The Amended and Restated Merger Agreement will be made available in due course on SEDAR at www.sedar.com.

About Asian Resource

Asian Resource is a corporation existing under the laws of Ontario and is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. Asian Resource currently has 3,481,329 common shares outstanding. In addition, options to acquire 348,132 common shares of Asian Resource have been granted to Asian Resource's directors and officers and Canaccord Capital Corporation, as agent of Asian Resource's initial public offering, has also been granted an agent's option to purchase 131,466 Asian Resource shares at a price of $0.30 per share. Trading of Asian Resource common shares was halted on May 15, 2009, the date of the initial announcement of the Proposed Transaction. There can be no assurance that trading will resume before the TSXV has reviewed the Proposed Transaction and reinstatement to trading provides no assurance with respect to the merits of the Proposed Transaction or the likelihood of Asian Resource completing the Proposed Transaction.

In conjunction with the Proposed Transaction, the Company held a special meeting (the "Meeting") of its shareholders on October 16, 2009, and approved, by way of special resolution, amendments to Asian Resource's articles to: (i) create a class of preferred shares issuable in series; and (ii) change Asian Resource's name to "Nesscap Energy Inc.". At the Meeting, Asian Resource shareholders also elected six directors to take office upon closing of the Proposed Transaction.

About Nesscap

Nesscap, a private corporation incorporated under the laws of the State of Delaware, is engaged in the development and manufacturing of ultracapacitors through its wholly-owned subsidiary Nesscap Co., Ltd. ("Nesscap ROK") in South Korea.

Nesscap is a leading developer and manufacturer of ultracapacitors, which are also referred to as supercapacitors, electrochemical capacitors, or electric double-layer capacitors. Ultracapacitors are able to store and discharge high levels of power and are currently used in a variety of consumer and industrial market segments to augment the performance of or even replace existing batteries. Although their commercial applications are relatively recent, ultracapacitors are no longer considered an exotic technology and the commercial market for the products approach US$200 million. The market for ultracapacitors is anticipated to grow rapidly, primarily due to the growing demand from the smart grid, hybrid electric vehicle, and wind power sectors.

Summary of Financial Information for Nesscap

The following table sets forth selected financial information for Nesscap. The figures have been derived from Nesscap's audited financial statements for the years ended December 31, 2008, 2007 and 2006 and unaudited interim financial statements for the six-month period ended June 30, 2009.



Unit: KRW in thousands

----------------------------------------------------------------------------
For the period For the For the For the
ended June 30, year ended year ended year ended
2009 December 31, December 31, December 31,
2008 2007 2006
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Total revenues 5,568,044 8,702,880 6,217,966 4,522,552
----------------------------------------------------------------------------
Income (Loss) from
Continuing
Operations 276,340 (1,705,455) (2,680,678) (2,123,580)
----------------------------------------------------------------------------
Net Income (Loss) 38,478 (2,207,571) (3,124,409) (2,459,905)
----------------------------------------------------------------------------
Total Assets 6,432,537 6,019,023 4,236,150 4,142,908
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Long-term
Liabilities 3,865,567 2,156,539 1,202,851 2,445,195
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Profit (Loss)
per Share 46 (2,660) (3,764) (3,129)
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Shareholders' Equity (6,027,457) (6,065,987) (5,737,629) (2,696,207)
----------------------------------------------------------------------------
Cash Dividends
Declared - - - -
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About the Proposed Transaction

Subject to any regulatory, shareholder, director or other approvals that may be required and other conditions contained in the Merger Agreement, the Proposed Transaction will proceed by way of a reverse take-over transaction which will be effected by way of a share exchange (the "Share Exchange") and merger under the corporate law of the State of Delaware (the "Merger"). Pursuant to the Merger, a wholly-owned subsidiary of the Company to be incorporated under the laws of the State of Delaware, and Nesscap, will merge and continue as one corporation. Purchase to the Share Exchange, the holders of Class A Common Stock and Class B Common Stock of Nesscap (collectively, the "Nesscap Common Stock") will receive 96.90 common shares of Asian Resource for each one (1) share of Nesscap Common Stock held and the holders of Series 1 Preferred Stock of Nesscap (the "Nesscap Preferred Stock") will receive 96.90 preferred shares of Asian Resource for each one (1) share of Nesscap Preferred Stock held. In connection with the foregoing, any outstanding options and similar rights to acquire Nesscap Common Stock will be exchanged for analogous options and similar rights to acquire Asian Resource common shares, subject to regulatory approval.

Immediately after the completion of the Proposed Transaction, on a non-diluted basis, the pre-Share Exchange shareholders of Asian Resource will own 3,481,329 Asian Resource common shares, the shareholders of Nesscap will own 121,750,674 (or 97.2%) Asian Resource common shares and 21,614,765 (or 100%) Asian Resource preferred shares, and the resulting issuer will own 100% of the issued and outstanding common shares of Nesscap. The Asian Resource common shares and the Asian Resource preferred shares will be subject to the escrow requirements of the TSXV, if applicable.

Once created and issued, the Asian Resource preferred shares will rank in seniority to the Asian Resource common shares with respect to dividends and liquidation rights. In addition, holders of the Asian Resource preferred shares will have the right, at their option, and, in certain circumstances, will be compelled, to convert their Asian Resource preferred shares into Asian Resource common shares at a prescribed conversion rate (which rate will be subject to proportional adjustment for certain changes in the capitalization of Asian Resource). Holders of Asian Resource preferred shares will be entitled to vote together with the Asian Resource common shares, and not as a separate class, and will be entitled to the number of votes equal to the number of Asian Resource common shares into which such shares could be converted.

Upon completion of the Proposed Transaction, the following persons will hold more than 10% of the voting shares of Asian Resource: Dr. Sun-Wook Kim, a proposed director of the resulting issuer, who will indirectly hold approximately 21.73% and I2BF Management Ltd., which will hold approximately 15.42%. I2BF Management Ltd. is part of an international fund management group focused on international venture capital and public equity activities. Its investors include a range of high net worth individuals from Russia, the United Kingdom and the United States.

Upon completion of the Proposed Transaction, the Company will continue to carry on the business of Nesscap as currently constituted. Upon completion of the Proposed Transaction, it is expected that the resulting issuer will be a Tier 2 Issuer.

Arm's Length Qualifying Transaction

The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSXV.

Management and Board of Directors of Asian Resource

Upon completion of the Proposed Transaction, it is anticipated that the board of directors and management of Asian Resource will include the persons identified below. Additional proposed directors and officers of Asian Resource may be identified at a later date.

Dr. Sun-Wook Kim, Chairman of the Board of Directors

Mr. Kim is the Chairman of the board of directors of Nesscap. Prior to founding Nesscap, Dr. Kim was the Chief Executive Officer of Ness Co. Prior to this, he was a Professor of Molecular Science and Engineering at Ajou University in Korea. Dr. Kim earned his Ph.D. and M.S. from the Massachusetts Institute of Technology in Material Engineering and has a Bachelor of Science degree from Seoul National University in Chemical Engineering.

Hyun-Jun Kim, Director

Mr. Kim is a Manager at Hyundai Motor Co. on the Investment and Incubating team since February 2005. Prior to this, Mr. Kim worked at Hyundai Mobis in the Department of Planning where he was in charge of venture investments. He received his Bachelor of Engineering from KAIST University and a Master of Engineering from Seoul National University. Mr. Kim also is a certified Internal Auditor and certified information system auditor.

Hyun-Jin Song, Director

Mr. Song is an engineer and has been employed with Nesscap ROK, first as a Senior Engineer then as a Senior Consultant, since 2005. Mr. Song earned both a Bachelor of Science and a Master of Engineering (Materials Science and Engineering) at Cornell University. In February of 1998, Mr. Song earned a PH.D in Engineering Science from Columbia University in New York. Mr. Song worked as Vice President, Technology of Michael Stapleton Associates before joining Nesscap ROK in 2005.

Dr. Sang-Gook Kim, Director

Since 2000, Dr. Kim has been an Associate Professor of Mechanical Engineering at the Massachusetts Institute of Technology (MIT). Since 2006, Dr. Kim has served as the Director of the Part Center for Complex Systems at MIT. Prior to this, Dr. Kim was an adjunct Professor at Ajou University and a Corporate Executive Director at Daewoo Electronics. Dr. Kim has co-author at least 14 papers since 2004 on topics such as piezoelectric micro power generators and carbon nanotubes. He received his Bachelor of Science degree from Seoul National University in Mechanical Engineering and his Master of Science and Ph.D from MIT in Mechanical Engineering.

Allan Lam, Director

Mr. Lam has been a director and Executive Vice President of Middle Kingdom Alliance Corp. since December 2006. From November 2004 to October 2006 Mr. Lam was the non-executive director of Teem Foundation Group Ltd., a public company listed on the Hong Kong Stock Exchange (#628), which installs fire-rated timber doors, and trades timber and logs in Africa and Asia. From July 1996 to August 2004 Mr. Lam served as consultant with Zeuspac Capital Bancorp, a privately held merchant banking form. Mr. Lam graduated with a Bachelor of Arts and a Bachelor of Science from York University of Canada in 1980 and 1983, respectively. Mr. Lam is currently a director of the Company.

Ilya Golubovich, Director

Mr. Golubovich serves on the board of directors of several companies. He is currently serving as a director at I2BF Management Ltd., Epuramat, S.A, LinxLogic, Inc., Film and Music Entertainment, Inc. and JSC Russian Investors. Mr. Golubovich has also spent time as a Project Manager for the Siberian Internet Company. Mr. Golubovich is a graduate of Stanford University, earning a Bachelor of Science in 2007.

Completion of the Proposed Transaction is subject to the satisfaction of a number of conditions, including, but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the long form prospectus to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transaction and neither the foregoing entities has in any way approved or disapproved of the contents of this press release.

Forward-Looking Statements

This press release contains forward-looking statements relating to the proposal to complete the Proposed Transaction and associated Transactions, including statements regarding the terms and conditions of the Merger. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Company, including assumptions regarding the ultimate terms of the Proposed Transaction, the satisfaction of conditions to the completion of the Proposed Transaction and the Merger and the receipt of all regulatory and stock exchange approvals. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction and associated transactions, that the ultimate terms of the associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The forward-looking statements in this press release are made as of the date of this release and the Company undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information or otherwise, except as required by applicable securities laws.

Not for distribution to U.S. Newswire Service or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Asian Resource Global Strategies Inc.
    Allan Lam
    President and Chief Executive Officer
    (416) 824-8800
    or
    Nesscap, Inc.
    Dr. Sun-Wook Kim
    Chairman
    82-31-289-0711