NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF
THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE
ANNOUNCEMENT.
Reference is made to the stock exchange announcements from Ensurge Micropower
ASA (the "Company") dated 11 February 2025 regarding the exercise period for
warrants issued in connection with the private placement in January 2025
("Warrants").
The exercise period for Warrants commences tomorrow, on 26 September 2025, and
ends on 10 October 2025 at 16:30 CEST. Each Warrant gives the holder a right to
subscribe for one new share ("New Share") in the Company at a subscription price
of NOK 1.00. All Warrants not exercised within this period will lapse without
compensation to the holder. Arctic Securities AS is acting as manager in
connection with the exercise of Warrants (the "Manager").
Exercise procedure
Warrants are exercised through the submission of a duly completed exercise form
for the Warrants (the "Exercise Form") to the Manager, at the address Haakon
VII´s gate 5, P.O. Box 1833 Vika, N-0123 Oslo, Norway, or by email to
subscription@arctic.com, and by payment of the aggregate subscription price for
the New Shares. The payment for New Shares falls due immediately after the
exercise. The Exercise Form can be found at the websites of the Company
(https://www.ensurge.com/investors), and Arctic Securities AS
(https://www.arctic.com/offerings). By completing and submitting an Exercise
Form, the holder of the relevant Warrants irrevocably undertakes to acquire a
number New Shares equal to the number of Warrants exercised at the relevant
exercise price.
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.
For more information:
Lars Eikeland, Chief Financial Officer E- mail: lars.eikeland@ensurge.com
(mailto:lars.eikeland@ensurge.com)
This information is subject to the disclosure requirements pursuant to the
Norwegian Securities Trading Act section 5-12.
- IMPORTANT INFORMATION -
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or the Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer.
In the United Kingdom, this announcement is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Manager is acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its respective clients, or for advice in relation to the contents of
this announcement or any of the matters referred to herein.
Neither the Manager nor any of its affiliates makes 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 of the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement. Any offering of the securities referred to in this announcement
will be made by means of a prospectus. This announcement is an advertisement and
is not a prospectus for the purposes of the Prospectus Regulation. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of information in stock exchange announcements published in
connection with the private placement and the Warrants.
Each of the Company, the Manager and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.