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, 10 April 2025
Reference is made to the stock exchange announcement published earlier today on 10 April 2025 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated underwritten private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"), where Arctic Securities AS has acted as manager and bookrunner (the "Manager").
The Private Placement has been successfully completed, raising gross proceeds to the Company of NOK 60,000,000, through the issuance of 50,000,000 Offer Shares at a subscription price per Offer Share of NOK 1.20 (the "Offer Price").
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 investors had, subject to customary conditions, committed to fully underwrite the Private Placement pursuant to an underwriting agreement entered into with the Company on 10 April 2025 (the “UWA”) (the “Underwriters”). A total underwriting fee equal to 4.5% of the underwriting commitment will be payable by the Company to the Underwriters in the form of 2,250,000 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 (the “Board”) pursuant to an authorization granted by the Company's general meeting held on 11 February 2025 (the "Authorization"). Completion of the Private Placement 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 UWA 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 397,606,660.50 divided into 795,213,321 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 the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Manager 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 15 April 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 of 0.5% compared to the current trading price 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(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), 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, located in the heart of Silicon Valley, 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. Advisors
Arctic Securities AS is acting as manager and bookrunner 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 Manager.
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, 10 April 2025 at 21:00 (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 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 in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
