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, 6 November 2025
Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Arctic
Securities AS and DNB Carnegie, a part of DNB Bank ASA, (the "Managers") to
advise on and effect a contemplated private placement of new shares in the
Company (the "Offer Shares") to raise gross proceeds of up to NOK 100 million
(the "Private Placement").
The Private Placement will be divided into two tranches with one tranche
consisting of 83,678,032 Offer Shares, equal to the number of shares that may be
issued pursuant to the 10% authorization to issue new shares (the "Board
Authorization") granted to the Company's board of directors (the "Board") by the
Company's extraordinary general meeting on 8 August 2025 ("Tranche 1"), and a
second tranche with the number of Offer Shares which results in a total
transaction that equals the final offer size ("Tranche 2"), which will be issued
by an extraordinary general meeting to be summoned shortly after notification of
allocation (conditional allocation for Tranche 2) in the Private Placement, and
held on or about 1 December 2025 (the "EGM").
The price per Offer Share in the Private Placement to be denominated in NOK (the
"Offer Price") and the final number of Offer Shares to be issued will be
determined by the Board, in consultation with the Managers, on the basis of an
accelerated bookbuilding process commencing after the close of trading on
Euronext Oslo Børs today.
The net proceeds from the Private Placement will be used (i) to expand the team
in order to develop the product in partnership with paying customers, drive
manufacturing and operational robustness for high-quality product launch into
high-volume applications, and build external relationships with paying customers
and other third parties, (ii) to upgrade certain capital equipment, including
material handling and manufacturing processes, for high-quality repeatable
manufacturing, and (iii) for general corporate purpose to attract higher volume
external suppliers and maintain negotiating leverage vis-à-vis external third
parties.
Indications:
The following investors and primary insiders (and closely associated companies)
of the Company (jointly, the "Indicated Investors") have indicated interest to
apply for, and will be allocated, Offer Shares at the Offer Price:
* Shauna McIntyre, the Company's CEO, currently owning no shares and votes for
USD 10,000
* Lars Eikeland, the Company's CFO, currently owning approximately 0.56% of
the Company's shares and votes, for EUR 100,000
* Alexander Munch-Thore, the Chairperson of the Board, currently owning no
shares and votes, for 1 million shares
? Nina Riibe, Board member, currently owning no shares and votes, for
100,000 shares
* Coretech AS (closely associated with Thomas Ramm, Board member, currently
owning approximately 0.40% of the Company's shares and votes), for NOK 3
million
*
The indications of interest is sufficient to cover the full Private Placement.
Bookbuilding period:
The bookbuilding period for the Private Placement will commence today, on 6
November 2025 at 16:30 hours (CET) and is expected to close no later than 7
November 2025 at 08:00 hours (CET) (the "Bookbuilding 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 Bookbuilding Period or to cancel
the Private Placement in its entirety without further notice. If the
Bookbuilding Period is shortened or extended, any other dates referred to herein
may be amended accordingly.
Allocation and settlement:
The Offer Shares in Tranche 1 will be tradable from notification of allocation
on 7 November 2025 and the Offer Shares in Tranche 2 will be tradable from the
EGM approval, pursuant to the Share Lending Agreement (as defined below) and
subject to delivery-versus-payment (as further described below). The date for
settlement of Tranche 1 of the Private Placement is expected to be on or about
11 November 2025 (T+2). The date for settlement of Tranche 2 of the Private
Placement is expected to be on or about 3 December 2025. The settlement date for
both tranches are subject to any shortening or extensions of the Bookbuilding
Period, and satisfaction of the Conditions (as described below).
The final number of Offer Shares will be determined at the end of
the Bookbuilding Period, and the final allocation will be made at the sole
discretion of the Company's the Board after consulting with the Managers. The
allocation will be based on criteria such as (but not limited to), indications
of interest, existing ownership in the Company, price leadership, 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 potential investor will be allocated Offer Shares in the Private Placement
other than the Indicated Investors.
Delivery-versus-payment ("DVP") settlement will be facilitated with existing and
unencumbered shares in the Company that are already admitted to trading on
Euronext Oslo Børs pursuant to a share lending agreement expected to be entered
into between the Company, the Managers and Mirabella Financial Services LLP, on
behalf of Svelland Global Trading Master Fund and certain other accounts
(together, "Svelland") (the "Share Lending Agreement"). The share loans will be
settled with new shares in the Company to be resolved issued by the Board
pursuant to the Board Authorization (Tranche 1) and the EGM (Tranche 2). Listing
of Offer Shares in excess of 17,964,329 Offer Shares requires publication of a
listing prospectus (the "Prospectus") as approved by the Financial Supervisory
Authority of Norway. Such excess shares will be redelivered to the lender(s)
under the Share Lending Agreement on a separate ISIN, and will only become
tradeable on Euronext Oslo Børs once the Prospectus has been approved and
published, which is expected on or about 2 December 2025.
The completion of Trance 1 is subject to (i) a resolution by the Board to issue
the Offer Shares in Tranche 1 pursuant to the Board Authorization, as well as
(ii) the Share Lending Agreement being in full force and effect (the "Tranche 1
Conditions"). Completion of Tranche 2 is subject to (i) completion of Tranche
1, (ii) a resolution by the EGM to issue the Offer Shares pertaining to Tranche
2, and (iii) the Share Lending Agreement being in full force and effect (the
"Tranche 2 Conditions"). Further to this, the completion of both Tranche 1 and
Tranche 2 in the Private Placement is subject to the Board resolving to
consummate the Private Placement and allocate the Offer Shares (the Tranche 1
Conditions and the Tranche 2 Conditions, jointly the "Conditions").
Up until notice of allocation, the Private Placement may be cancelled by the
Company and the Managers, in their sole discretion for any reason. Neither the
Managers nor the Company will be liable for any losses if the Private Placement
is cancelled, irrespective of the reason for such cancellation. Completion of
Tranche 1 is not conditional upon completion of Tranche 2. The settlement of
Offer Shares under Tranche 1 will remain final and binding and cannot be
revoked, cancelled or terminated by the respective applicants if Tranche 2 is
not completed.
Selling restrictions:
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.
Equal treatment considerations:
The Board has considered the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Public Limited Companies Act and
Norwegian Securities Trading Act 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 funding alternatives 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 were not offered participation in the
Private Placement (see details below).
The Subsequent Offering
The Company may, subject to completion of the Private Placement, and certain
other conditions (including among others (i) relevant corporate resolutions
including approval by the Board and an extraordinary general meeting, (ii) the
prevailing market price of the Company's shares being higher than the Offer
Price and (iii) approval and publication of a prospectus by the Norwegian
Financial Supervisory Authority, propose to carry out a subsequent offering of
new shares in the Company at a subscription price equal to the Offer Price in
the Private Placement (the "Subsequent Offering"). The Subsequent Offering will,
if carried out, subject to applicable securities law, be directed towards
existing shareholders in the Company as of 6 November 2025 (as registered in VPS
two trading days thereafter) who (i) were not allocated Offer Shares in the
Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or would (in jurisdictions other than Norway) require
any prospectus, filing, registration or similar action (the "Eligible
Shareholders"). The Company reserves the right in its sole discretion to not
conduct or to cancel the Subsequent Offering and will, if and when finally
resolved, issue a separate stock exchange notice with further details on the
Subsequent Offering.
Advisors
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as
managers and joint 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 advisors to the Managers.
For more information, please contact:
Shauna McIntyre - Chief Executive Officer
E- mail: shauna.mcintyre@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 announcement was published by Ståle Bjørnstad, VP,
Corporate Development and IR, on 6 November 2025 at the time and date stated
above in this announcement.
About Ensurge Micropower
Ensurge (www.ensurge.com) powers the future of AI-enabled devices with advanced
microbattery technology that delivers unmatched performance and safety. From its
base in San Jose, California, the Company's team of battery specialists have
pioneered thin-film batteries produced on high-precision roll-to-roll production
processes. These innovations enable new possibilities in form-factor-constrained
applications across consumer, medical, and industrial markets. Ensurge partners
with leading global customers to accelerate their products to market and is
listed on the Oslo Stock Exchange. For more news and information on Ensurge,
please visit https://www.ensurge.com/news-room.
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, inter alia in relation to
the Private Placement and the Offer Shares, 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.