Ensurge Micropower ASA: Private Placement of NOK 75 million successfully placed

19 Sep 2024 22:15 CEST

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.

Reference is made to the stock exchange announcement published earlier today on
19 September 2024 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"), where Arctic Securities AS and
Skandinaviska Enskilda Banken AB (publ) have acted as joint bookrunners (the
"Managers").

The Private Placement has been successfully placed and attracted strong interest
and was oversubscribed. The Private Placement will raise gross proceeds to the
Company of NOK 75,000,000, through the issue of 75,000,000 new shares (the
"Offer Shares") at a price of NOK 1 per Offer Share (the "Offer Price").

The net proceeds from the private placement will be used to fund the Company's
operations covering a 25% increase in operations personnel so far and a ramp up
in capital expenditures in the second half of 2024 to change a production line
in order to produce larger production volumes. Over the next 3-9 months Ensurge
expects funding from joint development agreements, battery sales and license
agreements to complement this equity funding.

The Private Placement will be divided into two tranches, whereas tranche 1 will
consist of 61,790,320 Offer Shares (representing approximately 10% of the
outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer
Shares"). Tranche 2 will consist of 13,209,680 Offer Shares ("Tranche 2" and the
"Tranche 2 Offer Shares"). Allocations of Offer Shares to investors will be
split between Tranche 1 and Tranche 2 on a pro rata basis. Completion of Tranche
2 will be subject to approval by an extraordinary general meeting of the Company
expected to be held on or about 14 October 2024 (the "EGM").

The Tranche 1 share issue and associated share capital increase has been
resolved by the Board pursuant to an authorization to issue new shares granted
by the extraordinary general meeting of the Company on 1 July 2024 (the
"Authorization") and is otherwisesubject to the Share Lending Agreement (as
defined below) remaining in full force and effect. Completion of Tranche 2 is
subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the
Share Lending Agreement remaining in full force and effect. Further to this,
completion of both Tranche 1 and Tranche 2 are subject to the Company resolving
to consummate the Private Placement and allocate the 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.
Investors being allocated shares in the Private Placement undertake to vote in
favour of Tranche 2 and any resolution related to a subsequent offering (as
further described below) at the EGM. Following completion of the Private
Placement, the Company's share capital will be NOK 348,613,173 divided into
697,226,346 shares, each with a par value of NOK 0.50.

Both Tranche 1 and Tranche 2 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 loan in Tranche 1 will be settled with new shares in the Company to be
issued by the Board pursuant to the Authorization. The share loan in Tranche 2
will be settled with new shares in the Company expected to be issued following,
and subject to, approval by the EGM. The new shares to be redelivered to the
lenders under the Share Lending Agreement will, to the extent required, be
delivered on a separate and non-tradable ISIN, pending publication by the
Company of a listing prospectus approved by the Norwegian Financial Supervisory
Authority.

Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis on or about 24 September 2024. Settlement of the Tranche 2
Offer Shares is expected to take place on a delivery versus payment basis on or
about 17 October 2024, subject to approval by the EGM.

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 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. In order to limit the
dilutive effect of the Private Placement and to facilitate equal treatment, the
Board will propose to carry out a subsequent offering directed towards
shareholders who did not participate in the Private Placement (see details
below).

The Subsequent Offering
The Board will further call and propose to the EGM, to be scheduled for on or
about 14 October 2024, that a subsequent offering of new shares in the Company
is 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 11,500,000. 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 a prospectus by the Norwegian Financial
Supervisory Authority. A Subsequent Offering would be directed towards existing
shareholders in the Company as of 19 September 2024, 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) did not accept the request to be wall-crossed in the market
sounding phase of the Private Placement, (ii) are not allocated Offer Shares in
the Private Placement, and (iii) are not resident in a jurisdiction where such
offering would be unlawful or would (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 registration of the Prospectus (if relevant), 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.

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 and Skandinaviska Enskilda Banken AB (publ) are acting as
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 advisor to the Managers.

For more information, please contact:
Lars Eikeland - Chief Executive Officer
E-mail: lars.eikeland@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, 19 September 2024 at 22:15 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.

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 operates, 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 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
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

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