Ensurge Micropower ASA: Convertible loan financing

05 Apr 2026 22:17 CEST

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SECURITIES DESCRIBED HEREIN.

Oslo, Norway, 5 April 2026
Ensurge Micropower ASA ("Ensurge" or the "Company") today announces that it has
successfully secured commitments to subscribe for subordinated and unsecured
convertible loans ("Convertible Loans") in an aggregate principal amount of NOK
60 million (equivalent to approximately USD 6.1 million) from existing
shareholders (the "Lenders") to fund key commercialization milestones of its
proprietary microbattery technology, including customer qualification programs
and strategic partnerships, as the Company advances towards revenue generation.
The Conversion Price of NOK 1.00 per share represents a 48% premium to the
closing price of NOK 0.674 on 31 March 2026.
Key terms of the Convertible Loans:
* Issuer: Ensurge Micropower ASA
* Status: Subordinated and unsecured convertible loans
* Secured amount: NOK 60 million (equivalent to approximately USD 6.1 million)
* Maximum amount: NOK 80 million (equivalent to approximately USD 8.1 million)
* Minimum subscription and allocation amount: NOK equivalent of EUR 100,000
* Conversion Price: NOK 1.00 per share
* Coupon: 10.0% per annum, PIK interest (paid-in-kind with additional shares)
* Maturity Date: 31 August 2027
* Voluntary conversion: At any time after the Conditions (as defined below) have
been satisfied and before the Maturity Date, the Lender will have the right to
require conversion (in whole or in part) into shares at the Conversion Price
* Mandatory conversion at maturity: Outstanding principal (including accrued
unpaid interest) shall be mandatorily converted into shares at the Conversion
Price at maturity, unless previously converted
* Warrants: One (1) warrant (Nw. Frittstående tegningsrett) will be granted free
of charge to the Lenders for every NOK five (5) allocated in the Convertible
Loan. Each warrant will give the right to subscribe for one (1) new share at the
same exercise price as the Conversion Price. The Warrants may be exercised in
the period between the date of satisfaction of the Conditions to and including
the Maturity Date. Warrants will be transferable, but will not be admitted to
trading on any regulated market place or multilateral trading facility
* Anti-dilution protection: Full ratchet anti-dilution protection for any equity
issuance or issuance of convertible instruments during the term of the loans,
with up to 100% downward adjustment of the Conversion Price.
In addition, the Conversion Price shall be adjusted proportionally in the event
of any share split, reverse share split, consolidation, sub-division, bonus
issue or other distribution of Shares, or spin-off, so as to preserve the
economic equivalent of the Conversion Price in effect immediately prior to such
event
The Convertible Loans will be issued in accordance with section 11-1, cf.
section 11-2, of the Norwegian Public Limited Liability Companies Act, subject
to satisfaction of the Conditions (as defined below).
Arctic Securities AS (the "Manager") is acting as manager in connection with the
issuance of the Convertible Loans.

The Company's board of directors (the "Board") has approved the structure of the
convertible loan financing, including the Warrants. However, issuance of the
Convertible Loans and the Warrants is subject to (i) approval of the Convertible
Loans and the Warrants by the annual general meeting or an extraordinary general
meeting in the Company (the “GM”) (such resolutions, the "Shareholder
Resolutions") and (ii) the subsequent registration of such Convertible Loans and
Warrants in the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret) (collectively the "Conditions"). The Lenders have undertaken
to vote in favor of the Convertible Loans and the Warrants at the GM.

The Convertible Loans shall be disbursed in three equal installments, the first
installment payable on or before 8 April 2026 and the subsequent installments
payable on 15 May 2026 and 15 June 2026, respectively. Until the Conditions are
satisfied, the instrument shall constitute a non-convertible loan. Following
satisfaction of the Conditions, the outstanding principal (including any accrued
interest, if applicable) shall become convertible into shares in accordance with
the agreed conversion terms.
If the Shareholder Resolutions are not passed by the required majority at the GM
by 16 May 2026, the Convertible Loans and the Warrants will not be issued and
the Company shall repay the amounts disbursed, together with accrued interest,
to the Lenders no later than 15 June 2026.

To the extent other existing shareholders and/or new investors may be interested
in participating in the convertible loan financing, such parties may submit a
non-binding Notification of Interest to the Manager at tel. +47 22937246.
Notification of Interest must be received by the Manager no later than 23 April
2026 at 16:30 CEST (the “Application Period”); provided, however, that the
Company, at its sole discretion and in consultation with the Manager, can
shorten or extend the Application Period at any time and for any reason without
notice.
The minimum subscription and allocation amount for each interested party in the
Convertible Loans will be the NOK equivalent of EUR 100,000. Any allocation in
the Convertible Loans to interested parties will be made at the sole discretion
of the Board after input from, and in consultation with, the Manager following
expiry of the Application Period. The Board provides no assurance that any
interested party having submitted a Notification of Interest will be allocated
any portion of the Convertible Loans.

The Board has thoroughly considered the Convertible Loans, including the
Warrants, in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act and the Norwegian Securities Trading Act and deems that
such convertible loan financing is in compliance with these requirements. The
Board is of the opinion that the deviations from the preferential rights of the
existing shareholders in respect of the Convertible Loans and the Warrants is
reasonable and just based on a number of factors, including in particular (i)
the Company's imminent funding needs, (ii) the time, costs and risk of
alternative methods of securing the desired funding, (iii) the fact that the
proposed Conversion Price of NOK 1.00 per share represents a substantial premium
to the closing market price of the Company's shares on 31 March 2026, which was
NOK 0.674 (while a private placement or rights issue most likely would be
concluded at a subscription price with a discount to the market price), as well
as (iv) the fact that all other existing shareholders of the Company have been
given the opportunity to participate in the Convertible Loans and the issuance
of the Warrants on the same terms and conditions by submitting a Notification of
Interest. Hence, the Board is of the view that the issuance of the Convertible
Loans and the Warrants is in the common interest of the Company and the
shareholders of the Company and in compliance with the equal treatment
obligations.

For further information, please contact:ir@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 CEO Shauna McIntyre on 5
April 2026 at the time and date stated above in this announcement.

About Ensurge Micropower ASA
Ensurge Micropower develops ultra-thin, flexible solid-state lithium
microbatteries that enable next-generation electronic devices. The company's
proprietary platform is designed to deliver safe, high-performance energy
storage in space-constrained applications across medical devices, hearables,
wearables, industrial systems, and defense. Ensurge Micropower ASA is listed on
the Oslo Stock Exchange under the ticker ENSU.

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. 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.

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