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, 9 November 2025
Reference is made to the stock exchange announcements published on 6 November
2025 and 7 November 2025 (the "Announcements") by Ensurge Micropower ASA
("Ensurge" or the "Company") regarding a contemplated private placement (the
"Private Placement") of new shares in the Company (the "Offer Shares").
The Private Placement has been successfully placed, raising gross proceeds to
the Company of NOK 100 million, through the allocation of 83,678,032 Offer
Shares in Tranche 1 (as defined below) and conditional allocation of 27,433,079
Offer Shares in Tranche 2 (as defined below) each at a subscription price of NOK
0.90 per Offer Share (the "Subscription Price").
The net proceeds to the Company 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.
The following primary insiders (and closely associated companies) were allocated
a total of 5,858,184 Offer Shares in the private placement for a total amount of
NOK 5,272,365.60:
* Shauna McIntyre, the Company's CEO, currently owning no shares and votes,
has been allocated 113,666 Offer Shares, for a total subscription amount of
approx. USD 10,000.
* Lars Eikeland, the Company's CFO, currently owning approximately 0.56% of
the Company's shares and votes, has been allocated 1,311,185 Offer Shares,
for a total subscription amount of approx. EUR 100,000.
* AS Mascot Holding (closely associated company to Alexander Munch-Thore, the
Chairperson of the Board, currently owning no shares and votes) has been
allocated 1,000,000 Offer Shares, for a total subscription amount of NOK
900,000.
* Nina Riibe, Board member, currently owning no shares and votes, has been
allocated 100,000 Offer Shares, for a total subscription amount of NOK
90,000.
* Coretech AS (closely associated company to Thomas Ramm, Board member,
currently owning approximately 0.40% of the Company's shares and votes) has
been allocated 3,333,333 Offer Shares, for a total subscription amount of
NOK 3 million.
The Private Placement consists of two tranches, whereof the 83,678,032 Offer
Shares in Tranche 1 have been 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 extraordinary general meeting on 8 August 2025
("Tranche 1"). The second tranche consists of 27,433,079 Offer Shares and is
conditional on approval by an extraordinary general meeting expected to be held
on or about 2 December 2025 ("EGM") of the Company ("Tranche 2").
Settlement of Offer Shares in Tranche 1 is expected to take place on or about
12 November 2025, and settlement of Offer Shares in Tranche 2 is expected to
take place on or about 4 December 2025, subject to approval by the EGM.
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 based on a share lending from Mirabella Financial Services
LLP, on behalf of Svelland Global Trading Master Fund and certain other
accounts. The share loans will be settled with new shares in the Company 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 share lenders 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.
Notification of allotment of the Offer Shares and payment instructions are
expected to be issued to the applicants on or about 10 November 2025 through a
notification to be issued by the Managers.
The Offer Shares allocated to applicants in Tranche 1 will be tradable from
notification of allocation, and the Offer Shares allocated to applicants in
Tranche 2 will be tradable subject to the EGM resolution to issue the Tranche 2
shares. 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. The Company reserves the right in its sole
discretion to cancel Tranche 2 if the relevant Conditions (set out in the
Announcements) are not fulfilled. If Tranche 2 is not completed (e.g. due to
non-approval by the EGM), applicants will not be delivered Offer Shares in
Tranche 2, and the Company will only receive the gross proceeds for the issue of
the Offer Shares issued in Tranche 1.
The Board has resolved the share capital increase in relation to Tranche 1 and
following registration of the share capital increase with the Norwegian Register
of Business Enterprises (the "NRBE"), the Company will have a share capital of
NOK 470,981,655.50 divided into 941,963,311 shares, each with a nominal value of
NOK 0.50. Further, following and subject to registration of the share capital
increase in Tranche 2 (subject to resolution by the EGM) with the NRBE, the
Company will have a share capital of NOK 484,698,195 divided into 969,396,390
shares, each with a nominal value of NOK 0.50.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board considered the Private
Placement in light of the equal treatment obligations under the Public Limited
Liability Companies Act and Norwegian Securities Trading Act and deemed the
Private Placement to be 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 light of the current market
conditions and the funding alternatives 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. On this basis, the Board has considered the proposed
transaction structure and the Private Placement to be in the common interest of
the Company and its shareholders. However, to limit the dilutive effect of the
Private Placement and to facilitate equal treatment, the Board will consider to
carry out a subsequent offering directed towards shareholders who did not
participate in the Private Placement (see details below).
Potential Subsequent Offering
The Board will propose that the EGM resolves to provide the Board with an
authorization to conduct a subsequent offering of new shares in the Company to
be carried out at a subscription price per share equal to the Subscription Price
in the Private Placement (the "Subsequent Offering"). The maximum amount of the
Subsequent Offering would be NOK 20,000,000. The Subsequent Offering would
be subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions, including approval by the Board and the EGM,
(iii) the prevailing market price of Ensurge's shares being higher than the
Subscription Price, and (iv) approval of the Prospectus. A Subsequent Offering
would be directed towards existing shareholders in the Company as of 7 November
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) 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 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 approval
and publication of the Prospectus, and the subscription price in the Subsequent
Offering will be the same as the Subscription Price in the Private Placement.
Ensurge will issue a separate stock exchange notice with the key information
relating to the Subsequent Offering. 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 9 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.