For Release on July 9, Trading Symbol: NQB Pink Sheets: NNRF

 
Nucon-RF Announces Stock Dividend to Shareholders of Record
 

MOSCOW, July 9, 2007 -- NUCON-RF, Inc. (Pink Sheets: NNRF) today announced that it is in the final stage of consummating the acquisition of 50% of ROAR, one of its three pending acquisitions. NNRF has completed its due diligence investigation of ROAR and the acquisition is anticipated to close in July 2007, following satisfaction of certain Russian legal requirements.

Following the acquisition, ROAR will be divided into two companies: a welding production company that will be known as “ROAR'', and a fuel cell production company that will be known as “H-XCELL”. The proprietary hydrogen fuel cell technology and patents currently held by ROAR will be transferred to H-XCELL at the closing. All assets of ROAR relating to its cutting-welding equipment and gas-regulating equipment will remain with ROAR.

NNRF will issue its 50% ownership in H-XCELL as a dividend to NNRF stockholders of record as of July 1, 2007. This dividend will occur in the second half of 2007.

A financing on behalf of ROAR and H-XCELL will be pursued following the closing of the acquisition. The proceeds of the proposed ROAR financing would be utilized for future acquisitions as well as working capital. The proceeds of the proposed H-XCELL financing would be utilized to accelerate current research and development of reliable, low-cost, high-performance fuel cell system components for transportation and construction applications. ROAR and H-XCELL will seek listing on the Alternative Investment Market (AIM) in London and the Russian Trading System (RTS) in Moscow.

ROAR's management has targeted the acquisition of up to four additional Russian-based companies in the next twelve months which could reduce the current production costs of ROAR by 20-25% and could result in control of facilities capable of satisfying a significant portion of the demand for the welding industry in Russia and the Commonwealth of Independent States (CIS). NNRF and ROAR believe that ROAR's product line may change the existing business model of companies in the global market of cutting-welding equipment. The traditional petroleum based fuel sources currently used by these companies are made less competitive by ROAR's hydrogen fuel cell production units. Further, ROAR's products are believed to be less expensive in initial cost and in operations than other competing products, while operationally and environmentally safer than the competition.

A key component of ROAR's business is the development of its proprietary technology utilizing hydrogen, in lieu of traditional fuels and gases, to provide power to cutting and welding torches as well as regulating equipment. Hydrogen is a highly efficient and environmentally safe fuel. Utilizing electrolysis, one of the most common technologies used to produce hydrogen, ROAR has developed a proprietary, portable, compact unit that uses a hydrogen-oxygen mix, at a pressure of less than 0.5 kg/cm(2), to create energy (fuel).

ROAR's manufacturing facilities are located outside of Moscow and are currently producing portable hydrogen fuel cell power units for sale in the Russian, CIS and Chinese markets. ROAR's proprietary and patented technology eliminates the costly, dangerous, and difficult to handle fuel tanks currently used in the cutting and welding industry. The green, proprietary production process creates a waste material comprised solely of water, and simultaneously powers cutting and welding torches and regulating equipment without the use of fossil fuels. ROAR has also developed working prototypes for heating and air conditioning units. ROAR has also coupled multiple units in series to demonstrate the proof of concept of their units to power a mid-sized vehicle. NNRF has commenced working with laboratories in Russia and Israel, universities, and industry partners to develop multiple applications of the units manufactured by ROAR.

Mr. Peter Goerke, Executive Vice President of NNRF stated, ``The revolutionary products of ROAR are not yet known outside of Russia and the CIS despite having been under development since 1992. We believe that the proprietary products of ROAR, which are already developed and in production, have the potential to serve as the catalyst for additional future hydrogen fuel cell product lines. Fuel cells are an important enabling technology for the hydrogen economy and have the potential to revolutionize the way we power the world, offering cleaner, more-efficient alternatives to the combustion of gasoline and other fossil fuels. Fuel cells have the potential to replace the internal combustion engine in vehicles and provide power in stationary and portable power applications because they are energy-efficient, clean, and fuel-flexible. Hydrogen or any hydrogen-rich fuel can be used by this emerging technology. The dividend of H-XCELL stock to NNRF stockholders, as well as potential stock dividends by NNRF in the future relating to other prospective acquisitions, will offer our stockholders significant additional value.''

 

Safe Harbor Statement

Statements in this press release that are not historical facts are forward-looking statements, including statements regarding announcements of financial results, business potentiality and other prospective presentations by NUCON-RF, Inc. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products in domestic and international markets will continue to expand. NUCON-RF undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in NUCON-RF's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.

CONTACT:

NNRF, Inc. Theresienstrasse 6-8 D-80333 München Tel.: +49 89 288 904 88 Fax: +49 89 288 904 5

NNRF, Inc. 1574 Gulf Rd. #242 Point Roberts, WA 98281 Internet www.nnrf.com