SEOUL, SOUTH KOREA and TORONTO, ONTARIO–(Marketwired – May 16, 2016) – Nesscap Energy Inc. (Nesscap or the Company) (TSX VENTURE:NCE) today announced that it will be offering rights (the Rights Offering) to holders of its common shares (the Common Shares) of record at the close of business on May 20, 2016 (the Record Date). The rights issued under the Rights Offering (the Rights) will expire on June 15, 2016 (the Rights Expiry Date). The Rights Offering will be conducted in all of the provinces and territories of Canada and such jurisdictions outside of Canada where the Company is eligible to make such offer.
The Rights and Common Shares offered pursuant to the Rights Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act) and they will not be offered or sold in the United States or to U.S. Persons, as defined in Regulation S of the U.S. Securities Act except under exempt transactions under the U.S. Securities Act.
Each registered shareholder of Common Shares on the Record Date will receive one (1) Right for each Common Share held by such shareholder. One (1) Right plus the sum of $0.01 will entitle the Rights holder to subscribe for one (1) Common Share. The Rights issued under the Rights Offering will be evidenced by transferable rights certificates (each, a Rights Certificate), and will expire at 4:00 p.m. (Toronto time) on the Rights Expiry Date, after which time unexercised Rights will be void and of no value.
Nesscap has applied for a waiver of the TSX Venture Exchange requirements to list the Rights.
Eligible shareholders are entitled to subscribe for additional Common Shares, subject to certain limitations set out in the Company’s rights offering circular (the Rights Offering Circular). A copy of the Rights Offering Circular will be filed on www.sedar.com, together with a rights offering notice (the Rights Offering Notice). The Rights Offering Notice and accompanying Rights Certificate will be mailed to each of the eligible shareholders of the Company on the Record Date. Registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates, together with the applicable funds to TMX Equity Transfer and Trust Company on or before the Rights Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Arbat Capital Group Ltd. (Arbat) and I2BF Energy Limited (I2BF) have agreed to purchase from the Corporation such number of Rights Shares that are available to be purchased, but not otherwise subscribed for, that will result in proceeds to Nesscap of at least US $2,000,000 (the Stand–By Commitment). Following the Rights Offering and successful completion of the Stand-By Commitment, Nesscap’s Board of Directors shall appoint a representative of Arbat to the Board of Directors. Arbat and I2BF have also agreed, concurrent with the completion of the Rights Offering to extend the maturity date of their outstanding debentures to June 30, 2018.
A fully subscribed Rights Offering is expected to generate gross proceeds of approximately $2,873,332. It is expected that up to $2,810,000 will be available to the Company for general corporate purposes after deducting anticipated expenses for the Rights Offering. While the Company intends to spend the available funds as described in the Rights Offering Circular, there may be circumstances where, for sound business reasons, a reallocation of the available funds may be necessary. In any event, the available funds will be used by the Company in furtherance of its business.
About Nesscap
Since inception in 1999, Nesscap 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 are active in the transportation, renewable energy, industrial, 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.
