Oslo, 15 February 2023
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.
Reference is made to the stock exchange announcement published on 9 February 2023 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares"). Ensurge is pleased to announce that the Private Placement has been successfully placed, through an allocation of Offer Shares at a subscription price of NOK 0.10 per Offer Share, being the attained book building price, for total gross proceeds of approximately NOK 50 million. The net proceeds from the Private Placement will be used to fund the Company's operations and development work going forward. The Private Placement is subject to approval from an Extraordinary General Meeting in the Company, to be called and held on or around 9 March 2023 (the “EGM”).
As the current par value of the Company’s share exceeds the proposed subscription price in the Private Placement, the Private Placement is also conditional upon the EGM approving a share capital reduction by reduction of the par value per share so that such par value, prior to the resolution by the EGM on the Private Placement, has been resolved to be equal to or lower than the subscription price in the Private Placement.
Moreover, the Offer Shares will not be tradable on Oslo Børs until a listing 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.
Further, the Company has secured interim financing to bridge the Company to the upcoming EGM.
Ensurge Micropower in brief
Ensurge is Energizing Innovation (TM) with ultrathin, flexible, and safe energy storage solutions for wearable devices, connected sensors, and beyond. Ensurge's innovative solid-state lithium battery (SSLB) technology is uniquely positioned to enable the production of powerful, lightweight, and cost-effective rechargeable batteries for diverse applications. The company's state-of-the-art flexible electronics manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of SSLB technology to established and expanding markets. Ensurge Micropower ASA ("Ensurge") is a publicly listed company in Norway with corporate headquarters in Oslo and global headquarters in San Jose, California.
For more information, please contact: Morten Opstad, Chairman
Email: MOP@raeder.no, +47 918 67 737
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 release was published by Ståle Bjørnstad on 15 November 2022 at [08:15] CET.
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 (a) "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (b) major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934; and (c) “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act.
