Ensurge Micropower ASA - Contemplated Underwritten Private Placement

10 Apr 2025 16:41 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.

Oslo, Norway, 10 April 2025

Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Arctic
Securities AS (the "Manager") to advise on and effect a contemplated private
placement in the Company of 50 million new shares

 in the Company (the "Offer Shares") raising gross proceeds of NOK 60 million
(the "Private Placement"). The subscription price per Offer Share (the "Offer
Price") will be NOK 1.20.

Certain investors have, subject to customary conditions, committed to underwrite
the Private Placement pursuant to an underwriting agreement entered into with
the Company on 10 April 2025 (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 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.

The application period for the Private Placement will commence on 10 April 2025
at 16:30 CET and is expected to close on 11 April 2025 at 08:00 CET (the
"Application Period"). The Company, in consultation with the Manager, reserves
the right to at any time and in its sole discretion resolve to close or extend
the Application Period or to cancel the Private Placement in its entirety
without further notice. If the Application Period is shortened or extended, any
other dates referred to herein may be amended accordingly.

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 expected to be entered into between the Company, the
Manager and certain existing shareholders (the "Share Lending Agreement"). The
Share Lending Agreement will be settled with new shares in the Company to be
resolved issued by the Board pursuant to an authorization by the Company's
general meeting held on 11 February 2025 (the "Authorization"). Settlement of
the Private Placement is expected to take place on a delivery versus payment
basis on or about 15 April 2025.

The final number of Offer Shares will be determined at the end of the
Application Period, and the final allocation will be made at the sole discretion
of the Company's board of directors (the "Board") after consulting with the
Manager. The allocation of Offer Shares will be based on criteria such as (but
not limited to) timeliness of the application, 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 11 April 2025 through a notification to be
issued by the Manager.

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions of the Company required to implement the Private Placement being
validly made, including the board of directors resolving to allocate and issue
of the Offer Shares and Underwriting Shares by use of the Authorization, (ii)
the share capital increase pertaining to the issuance of the allocated Offer
Shares and Underwriting Shares 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"), (iii) the underwriting agreement
remaining in full force and effect and the (iv) the Share Lending Agreement
remaining in full force and effect.

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

The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and an
extraordinary general meeting, (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, Ensurge will
consider whether to carry out a subsequent offering (the "Subsequent Offering")
of new shares in the Company. A Subsequent Offering will, if made, be directed
towards existing shareholders in the Company as of 10 April 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) are not allocated Offer Shares in the Private
Placement, and (ii) 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 further details on the Subsequent Offering if and when
finally resolved.

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.

For more information, please contact: Lars Eikeland - Chief Executive Officer
E-mail: lars.eikeland@ensurge.com (mailto: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, on 10 April 2025 at 16:40 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 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.

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