Private Placement of NOK 75 million successfully placed - Seite 2

Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Manager and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with new shares in the Company to be issued by the Board pursuant to the Authorization. The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority.

Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 24 September 2024. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 17 October 2024, subject to approval by the EGM.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 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 growth opportunities 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 propose to carry out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).

The Subsequent Offering
The Board will further call and propose to the EGM, to be scheduled for on or about 14 October 2024, 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 11,500,000. 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) the prevailing market price of Ensurge's shares being higher than the Subscription Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority. A Subsequent Offering would be directed towards existing shareholders in the Company as of 19 September 2024, as registered in Ensurge's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) did not accept the request to be wall-crossed in the market sounding phase of the Private Placement, (ii) are not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after registration of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement. Ensurge will issue a separate stock exchange notice with the key information relating to the Subsequent Offering.