0JI9 Ensurge Micropower Asa

Ensurge Micropower Asa: Private Placement Successfully Placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (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 on 2 February 2022 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") at a subscription price of NOK 0.60 per Offer Share. 

Ensurge is pleased to announce that the Private Placement has been successfully placed, through an allocation of 125,561,401 Offer Shares in Tranche 1 and an allocation of 41,105,265 Offer Shares in Tranche 2, for total gross proceeds (i.e. both tranches) of approximately NOK 100 million. Pareto Securities AS (the "Manager") acted as sole lead manager and sole bookrunner in the Private Placement.

The net proceeds from the Private Placement will be used for general corporate purposes which include expanding the Company's manufacturing capabilities and its presence in new evolving markets.  

Allocation to investors and payment instructions is expected to be communicated on 3 February 2022. The allocated Offer Shares will be settled with existing and unencumbered shares in the Company already admitted to trading on Oslo Børs, borrowed by the existing shareholder Alden AS ("Alden") pursuant to a share lending agreement entered into between Alden, the Company and the Manager, to facilitate settlement on a delivery versus payment basis. The Offer Shares allocated to applicants in Tranche 1 will thus be tradable from notification of allocation (subject to timely payment), on 3 February 2022, while the Offer Shares allocated to applicants in Tranche 2 will be tradeable one trading day after approval by the extraordinary general meeting expected to be held on or about 24 February 2022 (the "EGM"). 

The settlement date in the Private Placement for Tranche 1 will be 7 February 2022 and the settlement date for Tranche 2 is expected to be on or about 1 March 2022. The Manager will settle the share loan with (i) new shares in the Company to be resolved issued by the Board pursuant to an authorization (the "Board Authorization") granted by the Company’s annual general meeting held on 3 June 2021 (Tranche 1) and (ii) new shares in the Company to be issued following, and subject to, approval by the EGM to be summoned shortly after notification of allocation in the Private Placement (Tranche 2). 

Following registration of the share capital increase pertaining to the Offer Shares in Tranche 1 of the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 206,042,023.33 divided into 1,873,109,303 shares, each with a nominal value of NOK 0.11. 

Subject to approval by the EGM, the subscribers in the Private Placement will receive two non-tradeable warrants for every two Offer Shares subscribed for in the Private Placement (the “Private Placement Warrants”), at no additional cost and with an exercise price equal to the subscription price for the Offer Shares. 50% of the Private Placement Warrants will be exercisable on 30 June 2022 and the remaining 50% will be exercisable on 30 November 2022.

The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company. The Board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders' pre-emptive right to the Offer Shares, and that this would also be in compliance with the requirements in the Norwegian Public Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense and the obligation relating to equal treatment of shareholders, cf. the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. 

In reaching this conclusion, the Board inter alia emphasized that:

The total number of Offer Shares represents less than 10% of the issued and outstanding number of shares in the Company and, consequently, the dilutive effect is limited. 

The subscription price of NOK 0.60 per share represents a nominal deviation from the closing price of the share on 2 February 2022 and is therefore considered to represent professional investors' view of the market price for the shares.

A share issue in the form of a private placement enables the Company to capitalize on current market conditions which are deemed beneficial to the interest of the Company and its shareholders. Alternative transaction structures would imply a longer lead time and potentially significant discounts.

As the Private Placement is structured to ensure that a market-based subscription price is achieved, it is not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.

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 or terminated by the respective applicants if Tranche 2 is not completed.

Completion of Tranche 1 and Tranche 2 is not conditional upon the approval of the Private Placement Warrants at the EGM. The settlement of Offer Shares under Tranche 1 and Tranche 2 will remain final and binding and cannot be revoked or terminated by the respective applicants if the issuance of Private Placement Warrants is not completed. 

By applying for Offer Shares in the Private Placement, the applicants allocated shares in Tranche 1 have undertaken to vote in favor of the approval of Tranche 2 and the Private Placement Warrants at the EGM.

AdvisorsPareto Securities AS acts as sole lead manager and sole bookrunner in the Private Placement. Advokatfirmaet Ræder AS is legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager in connection with the Private Placement.

For further information, please contact: Ståle Bjørnstad - Investor RelationsE-mail: stale.bjornstad@ensurge.com (mailto:stale.bjornstad@ensurge.com)Phone: +47 99 16 76 72

Kevin Barber - Chief Executive OfficerE-mail: kevin.barber@ensurge.com (mailto:kevin.barber@ensurge.com)

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

About ENSURGE MICROPOWER

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.

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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, 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 make any guarantee 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 announcement. 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 their 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. In connection with the Private Placement, the Manager and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.