Ensurge Micropower ASA – Update on the contemplated private placement and extension of bookbuilding period

Rhea-AI Summary

Ensurge Micropower (OSE:ENMPY) announced an extension of the bookbuilding period for a contemplated private placement after receiving a subscription from Mirabella Financial Services LLP on behalf of Svelland Global Trading Master Fund and certain other accounts for the entire Private Placement at a price of NOK 0.90 per share. The bookbuilding period is expected to close no later than 7 November 2025 at 16:30 CET.

Key expected dates (subject to closing): allocation notice ~10 Nov 2025, tranche 1 settlement ~12 Nov 2025, extraordinary general meeting for tranche 2 ~2 Dec 2025, and tranche 2 settlement ~4 Dec 2025. Arctic Securities and DNB Carnegie act as managers and joint bookrunners.

Positive

• Svelland subscribed for the entire Private Placement at NOK 0.90 per share
• Bookbuilding extended to close no later than 7 Nov 2025 at 16:30 CET
• Clear timetable provided for allocation and settlements (10, 12 Nov; 2, 4 Dec 2025)

Negative

• Tranche 2 conditional on an extraordinary general meeting expected ~2 Dec 2025
• Private Placement may be cancelled or closed early at company’s sole discretion
• Securities not registered in the US and may not be offered or sold in the United States

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, 7 November 2025

Reference is made to the stock exchange announcement made by Ensurge Micropower ASA ("Ensurge" or the "Company") on 6 November 2025 regarding a contemplated private placement (the “Private Placement”). 

After the board of directors of the Company (the "Board") had resolved to close the bookbuilding period in the Private Placement, the Company received a subscription from Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master Fund and certain other accounts (together, "Svelland") for the entire Private Placement at a price of NOK 0.90 per share. The Board considers it to be in the best interest of all stakeholders to give investors the opportunity to consider their potential participation in light of this and has therefore resolved to extend the bookbuilding period for the Private Placement. 

The bookbuilding period for the Private Placement is expected to close no later than 7 November 2025 at 16:30 hours (CET). 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. 

Subject to the bookbuilding period being closed on 7 November 2025 at 16:30 CET, the extension implies that (i) notification of allocation (conditional with respect to Tranche 2) is expected on or about 10 November 2025; (ii) the settlement date in tranche 1 is expected on or about 12 November 2025; (iii) the extraordinary general meeting to issue the offer shares in tranche 2 is expected on or about 2 December 2025; (iv) and the settlement date for tranche 2 is expected on or about 4 December 2025.

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 7 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 price did Ensurge (ENMPY) receive in the contemplated private placement on 7 Nov 2025?

The subscription reported was for NOK 0.90 per share.

When does the bookbuilding period for Ensurge (ENMPY) now close?

The bookbuilding period is expected to close no later than 7 November 2025 at 16:30 CET.

What are the expected allocation and settlement dates for Ensurge (ENMPY) private placement?

Allocation notice is expected ~10 Nov 2025, tranche 1 settlement ~12 Nov 2025, EGM for tranche 2 ~2 Dec 2025, tranche 2 settlement ~4 Dec 2025.

Who subscribed for the entire private placement in Ensurge (ENMPY)?

Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master Fund and certain other accounts, subscribed for the entire placement.

Is the Ensurge (ENMPY) private placement being offered in the United States?

No; the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States.

Could the Ensurge (ENMPY) private placement be cancelled or changed after 7 Nov 2025?

Yes; the company reserves the right to close, extend, or cancel the bookbuilding period at its sole discretion.