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, 7 November 2025
Reference is made to the stock exchange announcement made by Ensurge Micropower
ASA ("Ensurge" or the "Company") on 6 November 2025 regarding a contemplated
private placement (the "Private Placement").
After the board of directors of the Company (the "Board") had resolved to close
the bookbuilding period in the Private Placement, the Company received a
subscription from Mirabella Financial Services LLP, on behalf of Svelland Global
Trading Master Fund and certain other accounts (together, "Svelland") for the
entire Private Placement at a price of NOK 0.90 per share. The Board considers
it to be in the best interest of all stakeholders to give investors the
opportunity to consider their potential participation in light of this and has
therefore resolved to extend the bookbuilding period for the Private Placement.
The bookbuilding period for the Private Placement is expected to close no later
than 7 November 2025 at 16:30 hours (CET). 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.
Subject to the bookbuilding period being closed on 7 November 2025 at 16:30 CET,
the extension implies that (i) notification of allocation (conditional with
respect to Tranche 2) is expected on or about 10 November 2025; (ii) the
settlement date in tranche 1 is expected on or about 12 November 2025; (iii) the
extraordinary general meeting to issue the offer shares in tranche 2 is expected
on or about 2 December 2025; (iv) and the settlement date for tranche 2 is
expected on or about 4 December 2025.
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 7 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.