Oslo, Norway, 24 April 2026
Reference is made to the announcement by Ensurge Micropower ASA ("Ensurge" or
the "Company") on 5 April 2026 that the Company had successfully secured
commitments to subscribe for subordinated and unsecured convertible loans (the
"Convertible Loans") in an aggregate principal amount of NOK 60 million from
existing shareholders.
Other existing shareholders and/or new investors interested in participating in
the Convertible Loans on the same terms were given the opportunity to submit a
notification of interest no later than 23 April 2026 at 16:30 CEST (the
"Application Period").
Upon receipt of notifications of interest within the Application Period, the
Board of Directors of the Company will allocate additional Convertible Loans in
the minimum amount of NOK 1,091,000 and a maximum amount of NOK 3,091,000
causing an increase of the aggregate principal amount of the Convertible Loans
to minimum NOK 61,091,000 and maximum NOK 63,091,000. The payout date for the
additional loans is no later than 15 June 2026.
The key terms of the Convertible Loans remain as announced on 5 April 2026,
including:
o Conversion Price: NOK 1.00 per share
o Coupon: 10.0% per annum, PIK interest (paid-in-kind with additional shares)
o Maturity Date: 31 August 2027
o 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
o 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
o Warrants: One (1) warrant (Nw. Frittstående tegningsrett) for every NOK five
(5) allocated, each giving the right to subscribe for one (1) new share at NOK
1.00 per share being the same exercise price as the Conversion Price. The
Warrants may be exercised up to and including the Maturity Date. The warrants
will be transferrable, but will not be admitted to trading on any regulated
market place or multilateral trading facility
o 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.
The issuance of the Convertible Loans and the Warrants remain subject to (i)
approval by the annual general meeting or an extraordinary general meeting of
the Company (the "GM" and such resolutions, the "Shareholder Resolutions") and
(ii) subsequent registrations in the Norwegian Register of Business Enterprises
(collectively, the "Conditions"). The Lenders have undertaken to vote in favor
of the Convertible Loans and the Warrants at the GM. 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 15 May 2026, the Convertible Loans and the Warrants will not be issued and
the Company shall repay the amount, together with accrued interest, to the
Lenders no later than 15 June 2026.
For information about the board of directors' assessments of the Company's equal
treatment obligations under applicable laws and regulations in connection with
the Convertible Loans, please refer to the stock exchange announcement of 5
April 2026.
Arctic Securities AS has acted as manager in connection with the issuance of the
Convertible Loans.
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 24
April 2026 at the time and date stated above in this announcement.
For further information, please contact: ir@ensurge.com
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.