Nesscap Energy Inc.

Nesscap Energy Inc.

March 19, 2014 10:48 ET

Nesscap Announces Major Financial Restructuring

SEOUL, SOUTH KOREA and TORONTO, ONTARIO--(Marketwired - March 19, 2014) - Nesscap Energy Inc. ("Nesscap") (TSX VENTURE:NCE), a global leader in research, development and manufacturing of ultracapacitor products, announces that it has agreed to the following significant capital restructuring with its major shareholders:

Renewal of Convertible Notes, Bridge Loan, and Lead Order in Proposed Equity Financing

Nesscap, I2BF Energy Ltd. (I2BF), and Arbat Capital Group Ltd. (Arbat) have agreed to renew US $5,829,333 of 12% Convertible Notes that matured on February 28, 2014 and provide other commitments on the following terms and conditions, subject to TSXV approval and definitive documentation:

  • the Convertible Notes will have a maturity date of April 1, 2015;
  • the conversion price shall be CAD 0.10 per Common Share;
  • the interest rate shall be 14% per annum;
  • the Convertible Notes shall automatically be converted upon, but not before, termination of the Investment Agreement between Nesscap and Rusnano, discussed below;
  • I2BF and/or Arbat shall provide bridge financing to Nesscap in an amount of US $2,000,000 on the following terms:
    • the loans will have a maturity date of April 1, 2015;
    • an initial tranche of a US $1,000,000 will be made available to Nesscap on March 31, 2014 and a second tranche of up to US $1,000,000 will be made available as a line of credit commencing on March 31, 2014 with drawdown conditions to be agreed;
    • the interest rate for both tranches shall be 10% per annum with such interest to be accrued and payable together with the principal amount on April 1, 2015;
    • bonus shares of 20% of the principal amount of both tranches shall be issued on a pro rata basis upon each advance;
    • the loans shall be unsecured and rank equally with other unsecured creditors of Nesscap;
    • prepayment of principal and interest, in whole or in part, is permitted at any time without premium or penalty; and
    • the outstanding principal and accrued (but unpaid) interest of the loans must be repaid by Nesscap upon completion of an equity financing which results in minimum proceeds of US $20,000,000.
  • I2BF and/or Arbat shall participate as lead investors with a minimum subscription amount of US$10,000,000 in a major capital raise, to be launched by Nesscap in 2013, which is expected to include new and existing investors.

Termination of the Investment Agreement between Nesscap and Rusnano

Nesscap and Rusnano have commenced discussions to unwind Rusnano's investment in Nesscap as a result of the inability of the parties to agree on a suitable Russian business plan for Nesscap, which was a key ingredient of the original Rusnano investment. Any agreement on this unwinding will be subject to Rusnano board approval, regulatory approval, Nesscap shareholder approval and definitive documentation.

Resignation of Chairman and Founder

Nesscap also announces that its Chairman and Founder, Dr. Sunwook Kim, has resigned from the Nesscap board, effective immediately.

The Board wishes to express sincere thanks to Dr. Kim for all his efforts on behalf of Nesscap, including launching Nesscap, developing the technology and business over several years and listing Nesscap shares on the TSX Venture Exchange. Dr. Kim continues as a shareholder of Nesscap.

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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