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
Reference is made to the stock exchange announcement published earlier today, 8
July 2025 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a
contemplated fully underwritten private placement (the "Private Placement") of
new shares in the Company (the "Offer Shares"), where Arctic Securities AS and
Skandinaviska Enskilda Banken AB (publ) have acted as managers and bookrunners
(the "Managers").
The Private Placement has been successfully completed, raising gross proceeds to
the Company of NOK 50,000,000, through the issuance of 40,000,000 Offer Shares
at a subscription price per Offer Share of NOK 1.25 (the "Offer Price").
In addition, the Board has resolved to propose to grant the investors in the
Private Placement one (1) warrant (Nw.: frittstående tegningsrett) for every two
(2) Offer Shares allocated to them in the Private Placement (the "Warrants").
The Warrants are 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 of 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 is subject to approval by the
Company's extraordinary general meeting, which 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.
Certain existing shareholders, including Svelland Global Trading Master
Fund, had, subject to customary conditions, committed to fully underwrite the
Private Placement pursuant to underwriting agreements entered into with the
Company (the "UWAs") (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").
The share capital increases associated with the Private Placement and the
Underwriting Shares have been resolved by the board of directors of the Company
(the "Board") pursuant to an authorization granted by the Company's annual
general meeting held on 15 May 2025 (the "Authorization"). Completion of the
Private Placement and issuance of the Underwriting Shares is otherwise subject
to the said share capital increases 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") and the UWAs and the Share Lending
Agreement (as defined below) remaining in full force and effect.
Following completion of the Private Placement and issuance of the Underwriting
Shares the Company's share capital will be NOK 418,390,160.50 divided into
836,780,321 shares, each with a par value of NOK 0.50.
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 the new shares in the Company issued by the Board pursuant to
the Authorization (as described above). Settlement of the Private Placement is
expected to take place on a delivery versus payment basis on or about 11 July
2025.
The Board has considered the 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 is in compliance with
these requirements. The Board holds the view that it is 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. The Private Placement has enabled the Company to raise
capital in an efficient manner, and it has been structured to ensure that a
market-based subscription price was achieved.
Taking into consideration that the Private Placement was completed with a
subscription price representing a premium compared to the closing price on 7
July 2025 and that it was conducted as a publicly announced bookbuilding
process, the Board has concluded that a subsequent offering towards existing
shareholders is not necessary.
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 20:00 (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 theit affiliates accept any liability arising from the use
of this announcement.