Nesscap Energy Inc.
TSX VENTURE : NCE

Nesscap Energy Inc.

February 04, 2015 17:40 ET

Nesscap Announces Cancellation of Investment Agreement With RUSNANO, Resignation of Dmitry Ozerskiy as A Director and Conversion of Outstanding Convertible Notes

SEOUL, SOUTH KOREA and TORONTO, ONTARIO--(Marketwired - Feb. 4, 2015) - Nesscap Energy Inc. (Nesscap) (TSX VENTURE:NCE), a global leader in research, development and manufacturing of ultracapacitor products, announces that, further to its press release dated October 29, 2014, the Investment Agreement dated September 29, 2011 (the Investment Agreement) with Open Joint Stock Company RUSNANO (RUSNANO) together with all ancillary agreements is now formally cancelled by mutual agreement between the parties.

At a special meeting of shareholders held on December 16, 2014, the disinterested shareholders of Nesscap voted in favour of a resolution approving the return by Nesscap to RUSNANO of an amount of US$15,000,000, which had been held in escrow to be used for the establishment of ultracapacitor production and R&D facilities in the Russian Federation, in exchange for the return and cancellation of 33,970,000 common shares currently held by RUSNANO (the Transaction).

Nesscap and RUSNANO have mutually agreed to cancel their respective obligations under the Investment Agreement and all ancillary agreements after being unable to jointly develop a viable business plan for the establishment of Russian operations.

RUSNANO will continue to hold 16,985,000 common shares of Nesscap and be a valued partner of Nesscap in any future venture in the Russian Federation. Following completion of the Transaction Mr. Dmitry Ozerskiy resigned as a director of Nesscap.

In connection with the Transaction, Nesscap received approval from the TSX Venture Exchange (TSXV) and determined that exemptive relief from the issuer bid requirements under the Securities Act (Ontario) was not required as RUSNANO is located in the Russian Federation.

Nesscap also announces that I2BF Energy Ltd. and Arbat Capital Limited have converted the US $5,829,334 principal amount outstanding under the 14% Convertible Notes of Nesscap (the Notes) held by them into 73,158,142 common shares of Nesscap.

Nesscap further entered into an agreement to issue shares to settle an interest amount of US $700,624.34 owed to I2BF and Arbat under the Notes. Nesscap will be issuing 8,792,836 common shares at a deemed price of $0.10/share in settlement of the interest amount. The issuance of these common shares is subject to TSXV approval.

As a result, Nesscap will have 274,786,636 common shares outstanding and US$1,000,000 of convertible debt outstanding.

As a result of the transactions described above I2BF now controls 98,960,087 common shares of Nesscap representing approximately 36% of the issued and outstanding common shares. If I2BF was to convert the Convertible Note of Nesscap held by it, the combined control of I2BF would represent a total of 111,639,072 common shares, or approximately 38.8% of such shares outstanding. I2BF acquired such common shares and Convertible Note for investment purposes and may increase or decrease its position in Nesscap depending on, among other factors, general market conditions.

Arbat now controls 65,454,699 common shares of Nesscap representing approximately 23.8% of the issued and outstanding common shares. Arbat acquired such common shares for investment purposes and may increase or decrease its position in Nesscap depending on, among other factors, general market conditions.

About Nesscap

Since its inception in 1999, Nesscap Energy Inc. has become an award winning global leader in technology innovation and product development of ultracapacitors. Attributes of the ultracapacitor allow for the technology to be used in applications where power, life cycle requirements, or environmental conditions limit the suitability of batteries or capacitors. Nesscap products are available in both cells and modules and are used to enhance the performance of modern applications ranging from portable electronic devices to high performance windmills and high-tech 'green' cars. Nesscap features the widest array of standard commercial products in the market from 3 farads to 6,200 farads with industry recognized alternative organic electrolytes. Customers of the Company include transportation, power, and consumer markets. Technical and sales information can be found at www.nesscap.com.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way approved or disapproved of the contents of this press release.

Forward-Looking Statements

Included in this news release are matters that constitute "forward-looking" information within the meaning of Canadian securities law. Such forward-looking statements may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may" or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, regulatory risks, risk inherent in foreign operations, commodity prices and competition. Most of these factors are outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

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