Ensurge Micropower ASA – Private Placement successfully placed
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.
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