Ensurge Micropower ASA

Private placement successfully placed - Seite 2

Issuance of the Tranche 2 Offer Shares will be subject to: (i) completion of Tranche 1, (ii) approval by an extraordinary general meeting of the Company (the "EGM") to issue the Tranche 2 Offer Shares and (iii) conversion of, or extension by 12 months of the maturity date of, 85% of the principal amount of the Convertible Loans. The Board of Directors has resolved to call for the EGM, expected to be held on or about 10 July 2023. The notice for the EGM is expected to be distributed on or about 19 June 2023. 

Settlement of the Tranche 1 Offer Shares is expected to take place on or about 20 June 2023 on a delivery versus payment ("DvP") basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Børs pursuant to a pre-funding agreement entered into between the Company and the Manager. The Tranche 1 Offer Shares will be tradeable from (but not before) the registration of the share capital increase pertaining to the Tranche 1 Offer Shares in the Norwegian Register of Business Enterprises.

Payment of Tranche 2 is expected on or about 10 July 2023, however, the Tranche 2 Offer Shares will not be tradeable on Oslo Børs until a prospectus (the "Prospectus") has been approved by the Financial Supervisory Authority of Norway (the "FSA") and will be issued on a separate ISIN until the Prospectus has been approved and published. 

The Subsequent Offering 

The Board will further propose to the EGM that a subsequent offering of new shares in the Company is carried out at a subscription price per share equal to the Subscription Price in the Private Placement (the "Subsequent Offering"). The maximum amount of the Subsequent Offering would be NOK 20 million. The Subsequent Offering would be subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of the Prospectus by the FSA. A Subsequent Offering would be directed towards eligible shareholders in Ensurge who are shareholders in the Company as of 15 June 2023, as registered in Ensurge's register of shareholders with the Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) on 19 June 2023, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non- tradeable subscription rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected to occur during July 2023. Ensurge will issue a separate stock exchange notice with the key information relating to the Subsequent Offering.