NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 8 July 2025
Business Update:
Ensurge Micropower ASA ("Ensurge" or the "Company") is pleased to provide the
following business update:
As previously communicated, Ensurge aims to demonstrate and deliver 28-layer
sample batteries to evaluation customers during the summer of 2025. The focus is
on building 11-layer and 28-layer and commence production of 43-layer batteries
soon after the 28-layers are at an acceptable standard and battery cell yield is
at the required level. The sample batteries are expected to be shipped to
customers and strategic partners in Q3-2025. Product qualification and
certification will start shortly after the first demonstration and shipment and
is expected to take four months to complete.
Further to previous disclosures regarding Ensurge's joint development efforts
with a Fortune 500 company, the Company is pleased to announce that it has made
very good progress on the technology cooperation with this company, which
cooperation is expected to result in a multi-year cooperation agreement and,
potentially, financial contribution or investment by the Fortune 500 company in
Ensurge. Ensurge has engaged a US investment bank, Canaccord Genuity LLC, to
support the Company in reaching mutually beneficial definitive agreements.
The current pipeline of Ensurge consists of 130+ commercial leads. The Company
has signed one more evaluation agreement with a medical device company and sees
meaningful engagement with some leading customers that is expected to result in
paid development work.
Contemplated Fully Underwritten Private Placement:
Ensurge has engaged Arctic Securities AS and Skandinaviska Enskilda Banken AB
(publ) (the "Managers") to advise on and effect a contemplated private placement
in the Company of 40 million new shares in the Company (the "Offer Shares")
raising gross proceeds of NOK 50 million (the "Private Placement"). The
subscription price per Offer Share (the "Offer Price") is NOK 1.25 per Offer
Share.
Certain existing shareholders, including Svelland Global Trading Master Fund,
have subject to customary conditions, committed to underwrite the Private
Placement pursuant to underwriting agreements entered into with the Company (the
"Underwriters"). A total underwriting fee equal to 3% of the underwriting
commitment will be payable by the Company to the Underwriters in the form of
1,200,000 new shares in the Company at the Offer Price (the "Underwriting
Shares").
In addition, the board of directors of the Company (the "Board") will propose
that all investors in the Private Placement are granted one (1) warrant
(Nw.: frittstående tegningsrett) for every two (2) Offer Shares allocated to
them in the Private Placement (the "Warrants"). The Warrant is transferable but
will not be admitted to trading on Oslo Børs. Each Warrant will be free of
charge and give the right to subscribe for one new share in the Company at an
exercise price of NOK 1.50 per share. The Warrants may be exercised from 1
December 2025 at 09:00 (CET) to 12 December 2025 at 16:30 (CET) (the "Exercise
Period"). Following expiry of the Exercise Period, all Warrants not exercised
will lapse without compensation. Completion of the Private Placement through
delivery of the Offer Shares is not conditional upon the Warrants being issued
and subscription for the Offer Shares will remain final and binding and cannot
be revoked, cancelled or terminated by applicants if the Warrants are not
issued. Issuance of the Warrants are subject to approval by the Company's
general meeting, where an extraordinary general meeting is expected to be held
on or about 1 August 2025 (the "EGM").
The net proceeds from the Private Placement will be used to (i) accelerate
development of higher-capacity battery variants (first 28-layer and then
targeted 43-layer), (ii) step up sales and marketing activities, (iii)
strengthen the Company's financial flexibility and (iv) for general corporate
purposes. While the Company anticipates that agreements with partners (strategic
and customers) will contribute towards coverage of the Company's cash expenses,
there is a risk in terms of timing of such agreements.
The application period for the Private Placement will commence today, 8 July
2025 at 09:00 CEST and is expected to close no later than 8 July 2025 at 16:30
CEST (the "Application Period"). The Company, in consultation with the Managers,
reserves the right to at any time and in its sole discretion resolve to close or
extend the Application Period or to cancel the Private Placement in its entirety
without further notice. If the Application Period is shortened or extended, any
other dates referred to herein may be amended accordingly.
The final number of Offer Shares will be determined at the end of the
Application Period, and the final allocation will be made at the sole discretion
of the Board after consulting with the Managers. The allocation will be based on
criteria such as (but not limited to) timeliness of the application, relative
order size, sector knowledge, investment history, perceived investor quality and
investment horizon. The Board may, at its sole discretion, reject and/or reduce
any applications. There is no guarantee that any applicant will be allocated
Offer Shares. Notification of allotment and payment instructions is expected to
be issued to the applicants on or about 9 July 2025 through a notification to be
issued by the Managers.
The Private Placement will be settled with existing and unencumbered shares in
the Company that are already listed on Oslo Børs, pursuant to a share lending
agreement entered into between the Company, the Managers and certain existing
shareholders (the "Share Lending Agreement"). The Share Lending Agreement will
be settled with new shares in the Company to be resolved issued by the Board
pursuant to an authorization by the Company's annual general meeting held on 15
May 2025 (the "Authorization"). Settlement of the Private Placement is expected
to take place on a delivery versus payment basis on or about 11 July 2025.
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions of the Company required to implement the Private Placement being
validly made, including the Board resolving to allocate and issue of the Offer
Shares and Underwriting Shares by use of the Authorization, (ii) the share
capital increase pertaining to the issuance of the allocated Offer Shares and
Underwriting Shares being validly registered with the Norwegian Register of
Business Enterprises and the allocated Offer Shares and Underwriting Shares
being validly issued and registered in the Norwegian Central Securities
Depository Euronext Securities Oslo ("VPS"), (iii) the underwriting agreements
remaining in full force and effect and the (iv) the Share Lending Agreement
remaining in full force and effect.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be
in compliance with these requirements. The Board holds the view that it will be
in the common interest of the Company and its shareholders to raise equity
through a private placement, in view of the current market conditions and the
growth opportunities currently available to the Company. A private placement
enables the Company to raise capital in an efficient manner, and the Private
Placement is structured to ensure that a market-based subscription price is
achieved. In order to limit the dilutive effect of the Private Placement and to
facilitate equal treatment, the Board will consider carrying out a subsequent
offering directed towards shareholders who did not participate in the Private
Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and an
extraordinary general meeting, (iii) the prevailing market price of Ensurge's
shares being higher than the Offer Price, and (iv) approval of a prospectus by
the Norwegian Financial Supervisory Authority, Ensurge will consider whether to
carry out a subsequent offering (the "Subsequent Offering") of new shares and
warrants in the Company. A Subsequent Offering will, if made, be directed
towards existing shareholders in the Company as of 8 July 2025, as registered in
Ensurge's register of shareholders with Euronext Securities Oslo, the central
securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two
trading days thereafter, who (i) are not allocated Offer Shares in the Private
Placement, and (ii) are not resident in a jurisdiction where such offering would
be unlawful or would (other than Norway) require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). The Eligible
Shareholders are expected to be granted non-tradable allocation rights. If
carried out, the subscription period in a Subsequent Offering is expected to
commence shortly after registration of the Prospectus (if relevant), and the
subscription price in the Subsequent Offering will be the same as the Offer
Price in the Private Placement. Ensurge will issue a separate stock exchange
notice with further details on the Subsequent Offering if and when finally
resolved.
About Ensurge Micropower
Ensurge is energizing innovation with the first ultrathin, flexible,
reliable, and fundamentally safe solid-state lithium microbattery.
With a workforce of forty top-tier specialists based in the world's technology
capital, Silicon Valley, Ensurge has developed a future-oriented and innovative
microbattery technology. The microbattery is ideal for form-factor-
constrained applications, including hearables, digital and health wearables,
sports and fitness devices, and IoT sensor solutions that use energy harvesting
to power everyday things.
The Company's state-of-the-art manufacturing facility combines patented process
technology and materials innovation, with the scale of roll-to-roll production
methods, to bring the advantages of Ensurge technology to established and
expanding markets.
Ensurge's production facilities are optimized for prototyping and small-scale
manufacturing. To scale efficiently, we aim to outsource the production of the
resulting intellectual property (IP) to specialized partners with industrial
manufacturing expertise.
Ensurge is listed on the Norwegian stock exchange and is financed out of Norway
by strong and reputable financial investors, reflecting both a strategic
investment and a robust transatlantic collaboration.
Advisors
Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) are acting as
managers and bookrunners in connection with the Private Placement. Ræder Bing
advokatfirma AS is acting as the Company's legal advisor. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact: Lars Eikeland - Chief Executive Officer E-
mail: lars.eikeland@ensurge.com (mailto:lars.eikeland@ensurge.com)
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate
Development and IR, on 8 July 2025 at 07.31 CEST.
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation 2017/1129 as amended together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its
control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates make any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their affiliates accept any liability arising from the use
of this announcement.