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Oslo, Norway, 31 July 2026
Ensurge Micropower ASA ("Ensurge" or the "Company") is pleased to provide the following business update:
Further to the announcement by Ensurge on 26 March 2026, the Company announces that it continues to be in active negotiation, now believed to be in its final stages, with a major external customer on a multi-phased development agreement.
Convertible Loan Financing:
In April 2026, the Company announced its intention to raise gross proceeds of up to NOK 80 million by the issuance of convertible loans, of which approx. NOK 60 million was subscribed by certain existing shareholders of the Company and new investors (the “April 2026 Convertible Loans”). To complete the April 2026 Convertible Loan capital raise, the Company is pleased to announce that it has successfully secured commitments to subscribe for subordinated and unsecured convertible loans (the "Convertible Loans") on the same terms and conditions as for the April 2026 Convertible Loans in an aggregate principal amount of NOK 20 million (equivalent to approximately USD 2.1 million) from certain existing shareholders and new investors (the "Lenders") to fund key commercialization milestones of its proprietary microbattery technology, including customer qualification programs and strategic partnerships, as the Company advances towards revenue generation.
The Conversion Price of NOK 1.00 per share represents a 48% premium to the closing price of NOK 0.675 on 31 July 2026, and a 48% premium to the closing price of NOK 0.674 on 31 March 2026.
Key terms of the Convertible Loans:
* Issuer: Ensurge Micropower ASA
* Status: Subordinated and unsecured convertible loans
* Aggregate amount raised under the April 2026 Convertible Loans and the July 2026 Convertible Loans: approximately NOK 80 million (equivalent to approximately USD 8.4 million)
* Conversion Price: NOK 1.00 per share
* Coupon: 10.0% per annum, PIK interest (paid-in-kind with additional shares)
* Maturity Date: 31 August 2027
* Voluntary conversion: At any time after the registration of the Convertible Loans in the Norwegian Register of Business Enterprises (“NRBE”) and before the Maturity Date, the Lenders have the right to require conversion (in whole or in part) into shares at the Conversion Price
* Mandatory conversion at maturity: Outstanding principal (including accrued unpaid interest) shall be mandatorily converted into shares at the Conversion Price at maturity, unless previously voluntarily converted
* Warrants: Subject to approval by the EGM (as defined below), one (1) warrant (Nw. Frittstående tegningsrett) will be granted free of charge to the Lenders for every NOK five (5) allocated in the Convertible Loans. Each Warrant will give the right to subscribe for one (1) new share at the same exercise price as the Conversion Price. The Warrants may be exercised in the period from registration of the Warrants in the NRBE to and including the Maturity Date. Warrants will be transferable, but will not be admitted to trading on any regulated market place or multilateral trading facility
* 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. In addition, the Conversion Price shall be adjusted proportionally in the event of any share split, reverse share split, consolidation, sub-division, bonus issue or other distribution of Shares, or spin-off, so as to preserve the economic equivalent of the Conversion Price in effect immediately prior to such event
The Convertible Loans will be issued in accordance with section 11-1, cf. section 11-2, of the Norwegian Public Limited Companies Act (“PLCA”).
Arctic Securities AS (the "Manager") is acting as manager in connection with the issuance of the Convertible Loans.
The Company's board of directors (the "Board") has approved the Convertible Loans pursuant to the board authorization to issue convertible loans granted by the Company’s annual general meeting on 15 May 2026. However, issuance of the Warrants remains subject to approval by the next extraordinary general meeting in the Company (the “EGM”).
The Lenders have undertaken to vote in favor of the Warrants at the EGM. The Lenders are bound by the terms of the Convertible Loans irrespective of whether the EGM resolves to approve the issuance of Warrants.
The Convertible Loans shall be disbursed to the Company on or before 6 August 2026.
The Board has thoroughly considered the Convertible Loans, including the Warrants, in light of the equal treatment obligations under the PLCA and the Norwegian Securities Trading Act and deems that such convertible loan financing is in compliance with these requirements. The Board is of the opinion that the deviations from the preferential rights of the existing shareholders in respect of the Convertible Loans and the Warrants are reasonable and just based on a number of factors, including in particular (i) the Company's imminent funding needs, (ii) the time, costs and risk of alternative methods of securing the desired funding, and (iii) the fact that the proposed Conversion Price of NOK 1.00 per share represents a substantial premium to the closing market price of the Company's shares on 31 July 2026, which was NOK 0.675 (while a private placement or rights issue most likely would be concluded at a subscription price with a discount to the market price). Hence, the Board is of the view that the issuance of the Convertible Loans and the Warrants is in the common interest of the Company and the shareholders of the Company and in compliance with the equal treatment obligations.
For further information, please contact: ir@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 CEO Shauna McIntyre on 31 July 2026 at the time and date stated above in this announcement.
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.
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. 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.