SEOUL, SOUTH KOREA and TORONTO, ONTARIO — (Marketwired) — 10/29/14 — Nesscap Energy Inc. (Nesscap) (TSX VENTURE: NCE), a global leader in research, development and manufacturing of ultracapacitor products, announces that it has mutually agreed with Open Joint Stock Company RUSNANO (RUSNANO) to cancel the Investment Agreement dated September 29, 2011 (the Investment Agreement) under which RUSNANO invested US$19,000,000 for 50,955,000 common shares of Nesscap. Under the terms of the Investment Agreement, US$15,000,000 has been held in escrow to be used for the establishment of ultracapacitor production and R&D facilities in the Russian Federation (the Escrowed Funds). The remainder was used for the expansion of Nesscap–s operations in Korea and for general corporate purposes.
Nesscap and RUSNANO have 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 establishment of Russian operations. Nesscap will return the Escrowed Funds to RUSNANO in exchange for 33,970,000 common shares, currently held by Rusnano (the Transaction). RUSNANO will continue to hold 16,985,000 common shares of Nesscap and be a valued partner in any future ventures in the Russian Federation.
“I would like to thank Rusnano for its involvement with Nesscap over the past three years,” said Jim Zuidema, Chief Executive Officer (Acting) of Nesscap. “Rusnano has played a valuable role in giving us exposure to the Russian market and, more generally, promoting ultracapacitor technology in multiple segments. We look forward to continuing our relationship with Rusnano in an effort to promote new product applications and accelerate adoption of a technology which we expect will deliver increasing value to Russian industry and consumers.”
Upon recommendation from a Special Committee formed to negotiate the Transaction with Rusnano, the Board of directors of Nesscap has unanimously approved the Transaction as in the best interests of the Nesscap shareholders and recommends its acceptance. Mr. Dmitry Ozersky, a director of Nesscap and a Managing Director of Rusnano, recused himself from all Board discussions respecting the Transaction and did not vote on this matter.
A special meeting of the shareholders of Nesscap will be held on December 16, 2014 to approve the Transaction. All shareholders of Nesscap, except Rusnano, will have the opportunity to vote on the Transaction. Nesscap has been informed that I2BF Energy Ltd. (I2BF) and Arbat Capital Group Ltd. (Arbat) intend to vote in favour of the Transaction. Together, I2BF and Arbat currently own approximately 80,745,741 common shares of Nesscap representing 46.0% of the common shares eligible to vote at the meeting. In addition, the Transaction is also subject to regulatory approval, including obtaining certain exemptive relief from the issuer bids requirements under applicable securities law, from the Ontario Securities Commission.
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 .
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.
Contacts:
Nesscap Energy Inc.
Jim Zuidema
Chief Executive Officer (Acting)
845-652-0833