Ensurge Micropower ASA: Contemplated Private Placement

08 Nov 2022 16:33 CET

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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.

Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Skandinaviska
Enskilda Banken AB (publ) and SpareBank 1 Markets AS (collectively referred to
as the "Managers") to advise on and effect a contemplated private placement of
new ordinary shares in the Company (the "Offer Shares") raising gross proceeds
of NOK 50-70 million (the "Private Placement"). Certain investors have, subject
to customary conditions, undertaken to subscribe for and will be allocated
shares in the Private Placement for a total amount of circa NOK 48 million:
Robert Keith, Alden AS and Tigerstaden AS have collectively undertaken to
subscribe for NOK 27.5 million while certain other existing and new shareholders
have undertaken to subscribe for circa NOK 20 million.

The subscription price per Offer Share (the "Offer Price") and the final number
of Offer Shares to be issued will be determined by the Company's board of
directors (the "Board"), in consultation with the Managers, on the basis of an
accelerated bookbuilding process to be conducted by the Managers.

The net proceeds from the Private Placement will be used to fund the Company's
operations and development work going forward. The Company anticipates that
agreements with partners (strategic and customers) will significantly contribute
towards coverage of the Company's cash expenses from Q1 2023. Key numbers from
Q3 2022 are attached. The Q3 2022 figures are broadly in line with Company
budgets and what the Company has previously have commented.

The bookbuilding period for the Private Placement will commence on 8 November
2022 at 16:30 CET and is expected to close on 9November 2022 at 08:00 CET (the
"Bookbuilding Period"). The Company, after consultation with the Managers,
reserves the right to at any time and in its sole discretion resolve to close or
to extend the Bookbuilding Period or to modify or 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.

The allocation of Offer Shares will be determined at the end of the bookbuilding
period and the final allocation will be made at the sole discretion of the Board
after input from the Managers. Allocation will be based on criteria such as (but
not limited to) existing ownership in the Company, timeliness of the
application, price leadership, relative order size, sector knowledge, investment
history, perceived investor quality and investment horizon. The Board may, at
its sole discretion, reject and/or reduce any applications. There is no
guarantee that any applicant will be allocated Offer Shares. Notification of
allotment and payment instructions is expected to be issued to the applicants on
or about 9 November 2022 through a notification to be issued by the Managers.

The Private Placement will be divided into two tranches. The first tranche will
consist of up to 18,256,183 shares ("Tranche 1" and the "Tranche 1 Offer
Shares"), which equals the number of shares the Board may issue based on the
current outstanding authorization to issue new shares granted by the annual
general meeting of the Company on 25 May 2022 (the "Authorization"). The second
tranche will consist of the remaining number of shares for the Private Placement
("Tranche 2" and the "Tranche 2 Offer Shares "). Issuance of the Tranche 2 Offer
Shares will be subject to approval by an extraordinary general meeting of the
Company expected to be held on or about 30 November 2022 (the "EGM"). The Offer
Shares are expected to be allocated pro rata to applicants in Tranche 1 and
Tranche 2, however, such that the following pre-committed investors have
undertaken to take delivery of Offers Shares in Tranche 2: Robert Keith, Alden
AS and Tigerstaden AS.

Settlement of the Tranche 1 Offer Shares is expected to take place on or about
11 November 2022 on a delivery versus payment ("DvP") basis by delivery of
existing and unencumbered shares in the Company that are already listed on Oslo
Børs pursuant to a share lending agreement (the "Share Lending Agreement")
entered into between the Company, Alden AS and the Managers. The Tranche 1 Offer
Shares issued pursuant to the Authorization will be used to settle the share
borrowing from Alden AS. The Offer Shares allocated to investors in Tranche 2,
other than the shares allocated to Robert Keith, Alden AS and Tigerstaden AS,
are also expected to be settled on a DvP basis and will be tradable on Oslo Børs
following approval by the EGM by delivery of existing and unencumbered shares in
the Company that are already listed on Oslo Børs pursuant to the Share Lending
Agreement, provided that the shares borrowed to settle the Tranche 1 Offer
Shares have been redelivered to Alden AS at such time. The Tranche 2 Offer
Shares allocated to Keith, Alden AS and Tigerstaden as well as the new shares to
be delivered to Alden AS under the Share Lending Agreement in relation to
Tranche 2 of the Private Placement will not be tradable on Oslo Børs until a
prospectus (the "Prospectus") has been approved by the Financial Supervisory
Authority of Norway (the "FSA") and will be issued on a separate ISIN until the
Prospectus has been approved and published.

Completion of Tranche 1 is subject to necessary corporate resolutions by the
Board required to consummate Tranche 1 of the Private Placement, including final
approval by the Board of the Private Placement and issuance of the Tranche 1
Offer Shares pursuant to the Authorization. Completion of Tranche 2 is subject
to completion of Tranche 1 and the EGM resolving to issue the Tranche 2 Offer
Shares. Completion of Tranche 1 will not be conditional upon or otherwise
affected by the completion of Tranche 2, and the applicants' acquisition of
Tranche 1 Offer Shares will remain final and binding and cannot be revoked,
cancelled or terminated by the respective applicants if Tranche 2, for whatever
reason, is not completed.

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

The Board has considered the contemplated 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 would be
in compliance with these requirements. The Board holds the view that it will be
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. A private placement
enables the Company to raise capital in an efficient manner, and the Private
Placement is structured to ensure that a market-based subscription price is
achieved.

The Subsequent Offering

Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and the EGM,
(iii) prevailing market price of Ensurge's shares being higher than the
Subscription Price, and (iv) approval of the Prospectus by the FSA, Ensurge will
consider carrying out a subsequent offering (the "Subsequent Offering") of new
shares in the Company. A Subsequent Offering will, if made, be directed towards
eligible shareholders in Ensurge who are shareholders in the Company as of 8
November 2022, as registered in Ensurge's register of shareholders with the
Euronext Securities Oslo, the central securities depositary in Norway (Nw.
Verdipapirsentralen) on 10 November 2022, who (i) are not allocated Offer Shares
in the Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
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 publication of the
Prospectus, expected to occur during December 2022, 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
further details on the Subsequent Offering if and when finally resolved.

Ensurge Micropower in brief
Ensurge is Energizing Innovation (TM) with ultrathin, flexible, and safe energy
storage solutions for wearable devices, connected sensors, and beyond. Ensurge's
innovative solid-state lithium battery (SSLB) technology is uniquely positioned
to enable the production of powerful, lightweight, and cost-effective
rechargeable batteries for diverse applications. The company's state-of-the-art
flexible electronics 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 SSLB
technology to established and expanding markets. Ensurge Micropower ASA
("Ensurge") is a publicly listed company in Norway with corporate headquarters
in Oslo and global headquarters in San Jose, California.

Advisors
Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets AS are acting as
financial advisors and joint bookrunners in connection with the Private
Placement. Advokatfirmaet Ræder AS is acting as the Company's legal advisor.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

For more information, please contact:
Ståle Bjørnstad - Investor Relations
E-mail: stale.bjornstad@ensurge.com
Phone: +47 99 16 76 72

Kevin Barber - Chief Executive Officer
E-mail: kevin.barber@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 release was published by Ståle Bjørnstad, VP, Corporate
Development and IR, on 8 November 2022 at 16.30 CET.

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.

More information:
Access the news on Oslo Bors NewsWeb site

575084_Ensurge Preliminary Q3 2022.pdf