Ensurge Micropower ASA – Contemplated private placement

Rhea-AI Summary

Ensurge Micropower (ENMPY) has engaged Arctic Securities and DNB Carnegie for a contemplated private placement to raise up to NOK 100 million. The Private Placement is split into Tranche 1 (83,678,032 shares under the 10% board authorization) and Tranche 2 (additional shares subject to EGM approval around 1 December 2025). Bookbuilding runs from 6 Nov 2025 16:30 CET to 7 Nov 2025 08:00 CET. Net proceeds will fund team expansion, manufacturing upgrades and general corporate purposes. Selected insiders and investors have indicated participation. Settlement dates expected: Tranche 1 ~11 Nov 2025 and Tranche 2 ~3 Dec 2025. A prospectus is expected if shares exceed 17,964,329, targeted ~2 Dec 2025.

Positive

• Planned capital raise of NOK 100 million
• Tranche 1 equals 83,678,032 shares under 10% authorization
• Proceeds allocated to product, manufacturing, and customer partnerships
• Indicated insider participation reduces placement execution risk

Negative

• Potential dilution from issuance of up to 10%+ new shares
• Tranche 2 conditional on EGM approval around 1 Dec 2025
• Listing prospectus required if > 17,964,329 excess shares

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, 6 November 2025

Ensurge Micropower ASA ("Ensurge" or the "Company") has engaged Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA, (the "Managers") to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of up to NOK 100 million (the "Private Placement"). 

The Private Placement will be divided into two tranches with one tranche consisting of 83,678,032 Offer Shares, equal to the number of shares that may be issued pursuant to the 10% authorization to issue new shares (the “Board Authorization”) granted to the Company’s board of directors (the “Board”) by the Company’s extraordinary general meeting on 8 August 2025 (“Tranche 1”), and a second tranche with the number of Offer Shares which results in a total transaction that equals the final offer size (“Tranche 2”), which will be issued by an extraordinary general meeting to be summoned shortly after notification of allocation (conditional allocation for Tranche 2) in the Private Placement, and held on or about 1 December 2025 (the "EGM"). 

The price per Offer Share in the Private Placement to be denominated in NOK (the "Offer Price") and the final number of Offer Shares to be issued will be determined by the Board, in consultation with the Managers, on the basis of an accelerated bookbuilding process commencing after the close of trading on Euronext Oslo Børs today.

The net proceeds from the Private Placement will be used (i) to expand the team in order to develop the product in partnership with paying customers, drive manufacturing and operational robustness for high-quality product launch into high-volume applications, and build external relationships with paying customers and other third parties, (ii) to upgrade certain capital equipment, including material handling and manufacturing processes, for high-quality repeatable manufacturing, and (iii) for general corporate purpose to attract higher volume external suppliers and maintain negotiating leverage vis-à-vis external third parties.

Indications:
The following investors and primary insiders (and closely associated companies) of the Company (jointly, the “Indicated Investors”) have indicated interest to apply for, and will be allocated, Offer Shares at the Offer Price:

• Shauna McIntyre, the Company’s CEO, currently owning no shares and votes for USD 10,000
• Lars Eikeland, the Company’s CFO, currently owning approximately 0.56% of the Company’s shares and votes, for EUR 100,000 
• Alexander Munch-Thore, the Chairperson of the Board, currently owning no shares and votes, for 1 million shares

•          Nina Riibe, Board member, currently owning no shares and votes, for 100,000 shares

• Coretech AS (closely associated with Thomas Ramm, Board member, currently owning approximately 0.40% of the Company’s shares and votes), for NOK 3 million
•  

The indications of interest is sufficient to cover the full Private Placement.

Bookbuilding period:
The bookbuilding period for the Private Placement will commence today, on 6 November 2025 at 16:30 hours (CET) and is expected to close no later than 7 November 2025 at 08:00 hours (CET) (the "Bookbuilding Period"). The Company, in consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or extend the Bookbuilding Period or to 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. 

Allocation and settlement:
The Offer Shares in Tranche 1 will be tradable from notification of allocation on 7 November 2025 and the Offer Shares in Tranche 2 will be tradable from the EGM approval, pursuant to the Share Lending Agreement (as defined below) and subject to delivery-versus-payment (as further described below). The date for settlement of Tranche 1 of the Private Placement is expected to be on or about 11 November 2025 (T+2). The date for settlement of Tranche 2 of the Private Placement is expected to be on or about 3 December 2025. The settlement date for both tranches are subject to any shortening or extensions of the Bookbuilding Period, and satisfaction of the Conditions (as described below).

The final number 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 Company’s the Board after consulting with the Managers. The allocation will be based on criteria such as (but not limited to), indications of interest, existing ownership in the Company, price leadership, 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 potential investor will be allocated Offer Shares in the Private Placement other than the Indicated Investors. 

Delivery-versus-payment ("DVP") settlement will be facilitated with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Oslo Børs pursuant to a share lending agreement expected to be entered into between the Company, the Managers and Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master Fund and certain other accounts (together, “Svelland”) (the "Share Lending Agreement"). The share loans will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Board Authorization (Tranche 1) and the EGM (Tranche 2). Listing of Offer Shares in excess of 17,964,329 Offer Shares requires publication of a listing prospectus (the “Prospectus”) as approved by the Financial Supervisory Authority of Norway. Such excess shares will be redelivered to the lender(s) under the Share Lending Agreement on a separate ISIN, and will only become tradeable on Euronext Oslo Børs once the Prospectus has been approved and published, which is expected on or about 2 December 2025.

The completion of Trance 1 is subject to (i) a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, as well as (ii) the Share Lending Agreement being in full force and effect (the "Tranche 1 Conditions"). Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares pertaining to Tranche 2, and (iii) the Share Lending Agreement being in full force and effect (the “Tranche 2 Conditions”). Further to this, the completion of both Tranche 1 and Tranche 2 in the Private Placement is subject to the Board resolving to consummate the Private Placement and allocate the Offer Shares (the Tranche 1 Conditions and the Tranche 2 Conditions, jointly the "Conditions").

Up until notice of allocation, the Private Placement may be cancelled by the Company and the Managers, in their sole discretion for any reason. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation. 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, cancelled or terminated by the respective applicants if Tranche 2 is not completed.

Selling restrictions: 
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. 

Equal treatment considerations:
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and Norwegian Securities Trading Act 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 funding alternatives 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 were not offered participation in the Private Placement (see details below). 

The Subsequent Offering 
The Company may, subject to completion of the Private Placement, and certain other conditions (including among others (i) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (ii) the prevailing market price of the Company's shares being higher than the Offer Price and (iii) approval and publication of a prospectus by the Norwegian Financial Supervisory Authority, propose to carry out a subsequent offering of new shares in the Company at a subscription price equal to the Offer Price in the Private Placement (the “Subsequent Offering”). The Subsequent Offering will, if carried out, subject to applicable securities law, be directed towards existing shareholders in the Company as of 6 November 2025 (as registered in VPS two trading days thereafter) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering and will, if and when finally resolved, issue a separate stock exchange notice with further details on the Subsequent Offering.

Advisors
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as managers and 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 advisors to the Managers.

For more information, please contact:
Shauna McIntyre - Chief Executive Officer 
E- mail: shauna.mcintyre@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 Ståle Bjørnstad, VP, Corporate Development and IR, on 6 November 2025 at the time and date stated above in this announcement.

About Ensurge Micropower 
Ensurge (www.ensurge.com) powers the future of AI-enabled devices with advanced microbattery technology that delivers unmatched performance and safety. From its base in San Jose, California, the Company's team of battery specialists have pioneered thin-film batteries produced on high-precision roll-to-roll production processes. These innovations enable new possibilities in form-factor-constrained applications across consumer, medical, and industrial markets. Ensurge partners with leading global customers to accelerate their products to market and is listed on the Oslo Stock Exchange. For more news and information on Ensurge, please visit https://www.ensurge.com/news-room.

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, inter alia in relation to the Private Placement and the Offer Shares, 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 Managers nor any of their affiliates make 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 their affiliates accept any liability arising from the use of this announcement. 

FAQ

What is Ensurge Micropower (ENMPY) raising in the private placement on 6 November 2025?

Ensurge is targeting up to NOK 100 million via a private placement split into two tranches.

How many shares are included in Tranche 1 of ENMPY's private placement?

Tranche 1 comprises 83,678,032 Offer Shares, using the 10% board authorization.

When does the ENMPY bookbuilding period start and end for the private placement?

Bookbuilding starts 6 Nov 2025 16:30 CET and is expected to close no later than 7 Nov 2025 08:00 CET.

What will ENMPY use the proceeds from the private placement for?

Net proceeds will fund team expansion, manufacturing equipment upgrades, and general corporate purposes.

When are Tranche 1 and Tranche 2 settlements expected for ENMPY's placement?

Settlement is expected around 11 Nov 2025 for Tranche 1 and 3 Dec 2025 for Tranche 2, subject to conditions.

Will ENMPY publish a prospectus for the private placement?

A prospectus is required if Offer Shares exceed 17,964,329 excess shares; approval is expected around 2 Dec 2025.