TORONTO, ONTARIO–(Marketwired – April 24, 2017) – Nesscap Energy Inc. (the “Company” or “Nesscap“) (TSX VENTURE:NCE), announces that at a special meeting of shareholders held today (the “Meeting“), Nesscap shareholders voted in favour of the proposed transaction pursuant to which Maxwell Technologies Inc. agreed to purchase substantially all of Nesscap’s assets by way of an arrangement (the “Arrangement“) under the Business Corporations Act (Ontario) (the “OBCA“). The Arrangement had previously been announced on February 28, 2017.
The Arrangement was approved by 100% of the votes cast by the Nesscap shareholders that voted at the Meeting representing 92.95% of all issued and outstanding common shares of Nesscap. The Arrangement was also approved by 100% of the votes cast by Nesscap shareholders, excluding the common shares held by Arbat Capital Group Ltd. and I2BF Energy Ltd. and their affiliates, representing 65.44% of all such issued and outstanding common shares of Nesscap and constituting the approval of a majority of the disinterested shareholders of Nesscap.
At the Meeting, the Nesscap shareholders also unanimously approved the delisting of the Nesscap common shares from the TSX Venture Exchange and the voluntary dissolution of the Company following completion of the Arrangement.
Completion of the Arrangement remains conditional on approval by the Ontario Superior Court of Justice (Commercial List) and certain other closing conditions customary for transactions of this nature. Subject to obtaining such court approval and the satisfaction or waiver of all other closing conditions, it is anticipated that the Arrangement will be completed on or about April 28, 2017.
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 date of the Meeting, the timing of the mailing of the information circular for the Meeting, the closing of the Arrangement, the completion of the Dissolution, the expected benefits of the Arrangement to Shareholders and receipt of the necessary Shareholder and regulatory approvals.
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 closing of the Arrangement, the completion of the Dissolution, the expected benefits of the Arrangement to the Shareholders, and receipt of the necessary Shareholder and regulatory approvals 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
1 (416) 918-6589
jayhussey@morganbridge.com
Nesscap Energy Inc.
Jim Zuidema
Chief Executive Officer
1 (845) 652-0833
jzuidema@nesscap.com