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Nesscap Announces Renewal of Convertible Notes and Bridge Financing
|By Marketwired .
|April 8, 2014 01:37 PM EDT
SEOUL, SOUTH KOREA and TORONTO, ONTARIO -- (Marketwired) -- 04/08/14 -- 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.
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.
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.
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