Nesscap Announces Renewal of Convertible Notes and Bridge Financing
April 08 2014 - 1:36PM
Marketwired Canada
Nesscap Energy Inc. ("Nesscap") (TSX VENTURE:NCE), a global leader in research,
development and manufacturing of ultracapacitor products, announces that it has
completed the renewal of the Convertible Notes and bridge financing previously
announced on March 19, 2014.
Nesscap, I2BF Energy Inc. (I2BF) and Arbat Capital Group Ltd. (Arbat) have
renewed USD 5,829,333 of 12% Convertible Notes that matured on February 28, 2014
on the following terms and conditions: (i) the Convertible Notes have a maturity
date of April 1, 2015; (ii) the conversion price is CAD 0.10 per common share;
and (iii) the interest rate is 14% per annum.
I2BF has also provided bridge financing to Nesscap in an amount of up to USD
2,000,000 (the Loan) on the following terms: (i) the Loan has a maturity date of
April 1, 2015; (ii) an initial tranche of USD $1,000,000 was made available on
April 4, 2014 and a second tranche of up to US $1,000,000 will be made available
in one or more instalments with drawdown conditions to be mutually agreed; (iii)
the interest rate for the Loan is 10% per annum with such interest to be accrued
and payable together with the principal amount on April 1, 2015; (vi) the Loan
is unsecured and ranks equally with other unsecured creditors of Nesscap; (v)
prepayment of principal and interest, in whole or in part, is permitted at any
time without premium or penalty; and (vi) outstanding principal and accrued (but
unpaid) interest of the loans must be repaid by Nesscap upon completion of an
equity financing in a minimum amount of USD 20,000,000.
Nesscap also issued 2,943,733 common shares to I2BF in connection with the
advance of the Loan. These bonus shares were issued at a deemed price of CAD
0.075 and are subject to resale restrictions until August 5, 2014.
As a result of the transactions described above I2BF now controls 57,984,597
common shares of Nesscap representing approximately 25.6% of the issued and
outstanding common shares after the issuance of the bonus shares. If I2BF was to
convert the Convertible Note of Nesscap held by it, the combined control of I2BF
would represent a total of 89,990,555 common shares, or approximately 34.7% of
such shares outstanding after the issuance of the bonus shares on a partially
diluted basis, assuming only the conversion of the Convertible Note held by
I2BF. I2BF acquired such bonus shares and Convertible Note for investment
purposes and may increase or decrease its position in Nesscap depending on,
among other factors, general market conditions.
Arbat now controls 20,993,710 common shares of Nesscap representing
approximately 9.2% of the issued and outstanding common shares after the
issuance of the bonus shares described above. If Arbat was to convert the
Convertible Note of Nesscap held by it, the combined control of Arbat would
represent a total of 52,999,668 common shares, or approximately 20.4% of such
shares outstanding after the issuance of the bonus shares on a partially diluted
basis, assuming only the conversion of the Convertible Note held by Arbat. Arbat
acquired such Convertible Note for investment purposes and may increase or
decrease its position in Nesscap depending on, among other factors, general
market conditions.
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 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Nesscap Energy Inc.
Jim Zuidema
Chief Executive Officer (Acting)
845-652-0833
jzuidema@nesscap.com