Nesscap Energy Inc.
TSX VENTURE : NCE

Nesscap Energy Inc.

April 28, 2017 10:54 ET

Nesscap Completes Arrangement with Maxwell

TORONTO, ONTARIO--(Marketwired - April 28, 2017) - Nesscap Energy Inc. (the "Company" or "Nesscap") (TSX VENTURE:NCE), is pleased to announce that is has completed its previously announced transaction with Maxwell Technologies, Inc. ("Maxwell") whereby Maxwell has acquired substantially all of the assets of Nesscap pursuant to an arrangement (the "Arrangement") under the Business Corporations Act (Ontario) (the "OBCA"). The Arrangement was approved by the Nesscap shareholders on April 24, 2017 in accordance with the requirements of the OBCA and was subsequently approved by the Ontario Superior Court of Justice on April 27, 2017.

In exchange for substantially all of its assets, Nesscap received from Maxwell an aggregate of 4,146,538 shares (the "Consideration Shares") of Maxwell common stock and the assumption of certain liabilities pursuant to the terms of the previously announced arrangement agreement dated February 28, 2017 between Maxwell and Nesscap. The Consideration Shares have a value of $35,251,278 (US$25,874,397) based on a per share price of US$6.24, being the last closing price of Maxwell's shares trading on NASDAQ.

It is expected that, shortly after the date of this announcement, the common shares of Nesscap will be delisted from the TSX Venture Exchange. Nesscap has applied to cease being a reporting issuer in each jurisdiction in Canada in which it currently has such status, which application is still currently under review. Nesscap intends to proceed with a voluntary dissolution as soon as practicable which will involve the distribution of its remaining assets to Nesscap shareholders after its liabilities have been satisfied.

Miller Thomson LLP acted as legal advisor and Paradigm Capital Inc. acted as financial advisor to Nesscap relating to the Arrangement.

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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