Nesscap Energy Inc.

Nesscap Energy Inc.

July 18, 2017 16:31 ET

Nesscap Announces Initial Distribution of Maxwell Technologies Shares to its Shareholders and Termination of Reporting Issuer Status

TORONTO, ONTARIO--(Marketwired - July 18, 2017) - Nesscap Energy Inc. (the "Company" or "Nesscap") is pleased to announce that, further the approval by its shareholders of a resolution to voluntarily dissolve the Company at a special meeting of shareholders held on April 24, 2017, Nesscap will proceed with an initial distribution of its assets to its shareholders, representing an aggregate of 2,550,000 shares of common stock of Maxwell Technologies, Inc. ("Maxwell").

On April 28, 2017 Nesscap received from Maxwell an aggregate of 4,146,538 shares of Maxwell pursuant to the terms of the previously announced arrangement agreement dated February 28, 2017 between Maxwell and Nesscap (the "Arrangement"). The 2,550,000 Maxwell shares to be received by shareholders as contemplated above constitute approximately 90% of the Maxwell shares, received by Nesscap under the Arrangement, expected to remain after the transfer and sale of Maxwell shares by Nesscap to satisfy certain indebtedness as described in Nesscap's Management Information Circular dated as of March 24, 2017 (the "Circular").

As a result of the distribution contemplated above, shareholders of Nesscap will receive one (1) share of Maxwell for every approximately 226 common shares of the Company held as of the date hereof (the "Initial Distribution"). The number of shares of Maxwell to be received by a Nesscap shareholder will be rounded down to the nearest whole number. In no event shall any shareholder be entitled to a fractional share of Maxwell and no consideration will be paid in lieu thereof. The shares of Maxwell are listed on NASDAQ under the symbol "MXWL". The Initial Distribution is expected to be completed on or around July 20, 2017. After the Initial Distribution, Nesscap will continue to hold 310,703 shares of Maxwell.

The Corporation has designated the Initial Distribution as a repayment of stated capital and as a result is not required to issue any tax documentation to the Nesscap shareholders in connection with the Initial Distribution. Nesscap shareholders with questions regarding the tax treatment of the Initial Distribution should consult their own tax advisors about the implications of the Initial Distribution in light of their particular circumstances or refer to the section entitled "Certain Canadian Federal Income Tax Considerations" in the Circular.

Following the Initial Distribution, Nesscap will continue to use its cash and shares of Maxwell to settle its remaining outstanding liabilities. Once Nesscap has fully satisfied all of its liabilities and contingencies, all remaining shares of Maxwell held by Nesscap, if any, will be distributed to the Nesscap shareholders. The Company expects to have completed such final distribution and be dissolved on or around December 31, 2017.

Nesscap also announces that that the Canadian securities regulatory authorities have, in response to the Company's application, issued an order deeming Nesscap to have ceased to be a reporting issuer in each of the provinces of Alberta, British Columbia and Ontario, effective July 14, 2017.

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 6200 farads with industry recognized alternative organic electrolytes. Customers of the Company are active in the transportation, renewable energy, industrial, and consumer markets. Technical and sales information can be found at www.nesscap.com.

Forward-Looking Statement Disclaimer

Certain statements that are not historical facts made in this press release may be "forward-looking statements" within the meaning of applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as "forward-looking statements") and are subject to risks and uncertainties. Statements containing words such as "will", "could", "expect", "may", "anticipate", "believe", "intend", "estimate", "plan" and other similar expressions are forward-looking statements that represent management's beliefs at the time the statements are made and are based on certain factors and assumptions. Such forward looking statements may include, without limitation, statements regarding the completion of the dissolution and the expected benefits of the Arrangement to shareholders.

These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events to differ materially from those projected in forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties involving the Arrangement, the completion of the dissolution, the expected benefits of the Arrangement to the shareholders, and other risks and uncertainties as more fully described in the Company's regulatory filings with the securities regulatory authorities, which are available under the Company's profile at www.sedar.com. Readers are cautioned that the foregoing lists of risks, uncertainties, assumptions and other actors are not exhaustive; therefore, readers should not place undue reliance on the forward-looking statements contained herein. Except as required by applicable securities laws, the Company undertakes no obligation to update any forward looking statement to reflect events or circumstances after the date on which such statement is made.

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