Nesscap Energy Inc
TSX VENTURE : NCE

Nesscap Energy Inc

January 21, 2011 09:11 ET

Nesscap Energy Inc. Completes Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Jan. 21, 2011) -

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

Nesscap Energy Inc. ("Nesscap Energy" or the "Company") (TSX VENTURE:NCE), formerly Asian Resource Global Strategies Inc. ("Asian Resource"), is pleased to announce that it has completed its previously announced qualifying transaction (the "Qualifying Transaction") with Nesscap, Inc. ("Nesscap"), in accordance with Policy 2.4 of the TSX Venture Exchange ("TSXV"). The Company filed a final long-form non-offering prospectus on December 29, 2010 (which is available on SEDAR at www.sedar.com).

Spackman Capital Group Limited acted as financial advisor to Nesscap in connection with the Qualifying Transaction and the Concurrent Financing (as described below).

Trading in the common shares of the Company will resume under the symbol "NCE" on January 24, 2011.

Successful Completion of Transaction

Pursuant to an Amended and Restated Merger Agreement with Nesscap dated September 10, 2009, as further amended (the "Merger Agreement"), the Qualifying Transaction proceeded by way of a reverse take-over transaction which was effected through a merger and share exchange under the corporate law of the State of Delaware. Under the Merger Agreement, a wholly-owned subsidiary of Asian Resource merged with and into Nesscap and Nesscap, as the surviving entity, became a wholly-owned subsidiary of Asian Resource. In accordance with the terms and conditions of the Merger Agreement, securityholders of Nesscap (other than Nesscap securityholders properly exercising appraisal rights under Delaware Law) received 82.0598 common shares of the Company in exchange for each common stock of Nesscap and 82.0598 series 1 preferred shares of the Company in exchange for each outstanding preferred stock of Nesscap (collectively, the "Share Exchange"). In addition, under the Merger Agreement, all outstanding warrants to purchase Nesscap common were assumed by the Company. All outstanding options (the "Nesscap Options") to purchase Nesscap common stock were exercised upon or prior to the Share Exchange and therefore no Nesscap Options were assumed by the Company.

In connection with the Qualifying Transaction, the Company issued 125,061,107 common shares ("Common Shares") and 18,304,341 series 1 preferred shares ("Preferred Shares") to the shareholders of Nesscap. 58,665,122 of these Common Shares and all Preferred Shares have been deposited into escrow and will be released pursuant to the release schedules contained in the escrow agreements between the Company, the Company's escrow agent, Equity Financial Trust Company, and those certain former shareholders of Nesscap who hold such escrowed securities. All such escrow agreements are available on SEDAR at www.sedar.com.

In addition, options to purchase Common Shares have been granted to each of the Company's Interim Chief Financial Officer, Paul Haber, and Morganbridge Communications Inc. to respectively acquire 100,000 Common Shares at a price of $0.30 per Common Share.

Concurrent with the completion of the Qualifying Transaction, the Company changed its name from Asian Resource Global Strategies Inc. to Nesscap Energy Inc.

Upon completion of the Qualifying Transaction, the following persons hold more than 10% of the voting shares of Nesscap Energy: Dr. Sun-Wook Kim, a director of the Company, who indirectly holds approximately 20.82% and Vardimco Enterprises Limited, which holds approximately 16.74%. Vardimco Enterprises Limited is an affiliate of I2BF Holdings Limited ("I2BF"), which is part of an international fund management group focused on international venture capital and public equity activities.

Azur Investissement Ltd. and Ness Co., Ltd., two companies beneficially controlled by Dr. Sun-Wook Kim or over which Dr. Kim exercises control or direction, hold an aggregate of 26,761,835 Common Shares representing 20.82% of the Common Shares. These Common Shares are held for investment purposes and Azur Investissement Ltd. and Ness Co., Ltd. could respectively increase or decrease their investment in the Company depending on market conditions or other relevant factor.

Concurrent Financing

Concurrently with the completion of the Qualifying Transaction, Nesscap Energy issued US$5,000,000 worth of convertible notes (the "Convertible Notes"). The subscribers for such Convertible Notes are as follows: (i) Vardimco Enterprises Ltd. – US$2,000,000; (ii) Arbat Capital Group – US$2,000,000; and (iii) EFG Bank AG – US$1,000,000. The Convertible Notes have a term of 24 months and bear interest at a rate of 12% per annum payable on the maturity date. The holders of the Convertible Notes have the option to convert the principal amount of the note into common shares of Nesscap Energy at a conversion price of $0.30 per share at any time prior to the maturity date. The Convertible Notes will be automatically converted into common shares of Nesscap Energy following the completion of a public offering of common shares raising aggregate gross proceeds of at least US$15,000,000 or its equivalent in Canadian dollars at a minimum price of $0.45 per common share (which amount, for the period from the completion of the Qualifying Transaction through and including the six (6) month anniversary of the completion of the Qualifying Transaction, shall include the aggregate amount raised by Nesscap Energy by the issuance of the Convertible Notes). The Convertible Notes also have standard conversion price adjustment provisions for capital reorganization. Under applicable securities legislation and the policies of the TSXV, the Convertible Notes and all Common Shares issuable upon conversion of the Convertible Notes are subject to a "hold" period expiring on May 12, 2011 and are also subject to surplus escrow requirements in accordance with Policy 5.4 of the TSXV.

Management and Board of Directors of the Company

Following the completion of the Qualifying Transaction, the board of directors and management of the Company consists of Dr. Sun-Wook Kim, Paul Haber, Hyun-Jun Kim, Dr. Hyun-Jin Song, Dr. Sang-Gook Kim, Ilya Golubovich, Richard S. Sutin and John D. Pennal. The background of these individuals are as follows.

Dr. Sun-Wook Kim, Chief Executive Office, Corporate Secretary and Director

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.

Paul Haber, Interim Chief Financial Officer

Mr. Haber is the Managing Director of Haber & Co. Ltd. which provides corporate finance and capital market advisory services to small and medium-sized businesses. From 2004 through March 2007, Mr. Haber was Vice President, Chief Financial Officer and Corporate Secretary of QuStream Corporation. From 2001 to 2004, Mr. Haber held various positions including Senior Vice President and Chief Financial Officer of Protana Inc.

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.

Dr. Hyun-Jin Song, Director

Dr. Song is an engineer and has been employed with Nesscap Co., Ltd. ("Nesscap ROK"), first as a Senior Engineer then as a Senior Consultant, since 2005. Dr. Song earned both a Bachelor of Science and a Master of Engineering (Materials Science and Engineering) at Cornell University. In February of 1998, Dr. Song earned a Doctor of Engineering Science from Columbia University in New York. Dr. 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 a Corporate Executive Director at Daewoo Electronics. Dr. Kim has co-authored at least 125 papers since 2000 on topics such as piezoelectric micro power generators and carbon nanotube devices. He received his Bachelor of Science degree from Seoul National University in Mechanical Engineering, his Master of Science from KAIST and Ph.D from MIT in Mechanical Engineering.

Ilya Golubovich, Director

Mr. Golubovich is the founding partner of I2BF Global Ventures. He is a member of the Board of Directors of JSC Russian Investors, a Moscow-based private equity group with USD 200 million under management, Linxlogic Inc., a business software corporation in Los Angeles and Epuramat S.A., a water treatment technology company based in Luxembourg. Mr. Golubovich formerly worked in the Energy Department of the London office of Louis Dreyfus in commodity trading and as a project manager at the Siberian Internet Company (Sibintek) at both their Novosibirsk and Moscow offices. Mr. Golubovich has an industrial engineering degree from Stanford University.

Richard S. Sutin, Director

Richard S. Sutin is a senior partner with Ogilvy Renault LLP, a leading Canadian law firm, where he is a member of the firm's Executive Committee, practices corporate and securities law and is co-chair of the firm's Cleantech practice. Throughout his career, Mr. Sutin has been on several corporate boards and, in his practice, regularly advises boards and special committees on governance and other matters. Mr. Sutin is a graduate of Osgoode Hall Law School and was admitted to the Law Society of Upper Canada in 1977.

John D. Pennal, Director

Since January 1994, Mr. Pennal has been the President and Chief Executive Officer of TriNorth Capital Inc., a TSXV-listed company and he has been the President and Chief Executive Officer of Centiva Capital Inc., another TSXV-listed company since October 2007. Mr. Pennal is a graduate of the University of Toronto Law School and was called to the Ontario bar in 1973. He serves as counsel to the law firm of Ogilvy Renault LLP.

Acquisition of Nesscap Energy Securities by I2BF

I2BF, through its affiliate Vardimco Enterprises Limited, indirectly acquired control of 21,518,049 Common Shares of Nesscap Energy representing 16.74% of the total issued and outstanding Common Shares and, 18,304,341 Preferred Shares of Nesscap Energy representing all of the total issued and outstanding Preferred Shares. The Preferred Shares are convertible into Common Shares at a ratio of 1 for 1 at any time at the option of the holder.

Concurrently with the completion of the Qualifying Transaction, I2BF also acquired US$2,000,000 in aggregate principal amount of Convertible Notes of the Company, with a term of 24 months. These are convertible into Common Shares at any time prior to the maturity date, at a conversion price of $0.30 per share. In the event that the Convertible Notes are fully converted, this holding would represent 6,720,000 Common Shares, based on an exchange rate of CAD$1.008 per US$1, or approximately 4.96% of the total issued and outstanding Common Shares on a partially diluted basis, assuming only the conversion of the Convertible Notes acquired by I2BF.

If I2BF were to convert all of its Preferred Shares and Convertible Notes, its combined ownership, with its Common Shares, would represent a total of 46,542,390 Common Shares, or approximately 30.31% of such shares outstanding as of January 21, 2011 on a partially-diluted basis, assuming only the conversion of the Preferred Shares and the Convertible Notes controlled by I2BF. Prior to the Qualifying Transaction, I2BF did not own or hold any securities of Nesscap Energy.

These transactions were made for investment purposes and I2BF could increase or decrease its investment in the Company depending on market conditions or any other relevant factor.

About Nesscap Energy

Nesscap Energy is a leading developer and manufacturer of ultracapacitors and is the first Korean-based company to be listed on the TSXV. The Company is partnered with Hyundai Motor, a global automotive manufacturer, to develop ultracapacitors for applications in Hyundai's hybrid electric vehicles. In addition, Nesscap Energy is well positioned to take advantage of the rapid market growth for ultracapacitors in non-traditional markets such as China. In 2010, Nesscap Energy was one of only 10 corporations located in the Asia/Pacific region to be recognized by the Global Cleantech 100, as one of the most promising clean technologies companies in the world.

Nesscap Energy is a corporation existing under the laws of Ontario and is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. Nesscap Energy currently has 128,542,436 Common Shares, 18,304,341 Preferred Shares, 548,132 options to acquire Common Shares and 1,702,741 warrants outstanding. Nesscap Energy also has issued and outstanding US$5,000,000 worth of Convertible Notes (see "Concurrent Financing"). Nesscap Energy's major shareholders include global blue chip companies such as Hyundai Motor and Singapore Technologies. Trading of Nesscap Energy common shares was halted on May 15, 2009, the date of the initial announcement of the Qualifying Transaction.

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.

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.

Contact Information

  • Nesscap Energy Inc.
    Dr. Sun-Wook Kim
    Chief Executive Officer
    82-31-289-0711
    or
    Nesscap Energy Inc.
    Debbie Bamforth
    Corporate Communications
    905-599-3322