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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (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.
Ensurge Micropower ASA (“Ensurge” or the “Company”) today announces that, based on the receipt of an offer and pre-commitments from certain existing shareholders, the Board will seek to issue convertible loans in the Company of up to NOK 60 million. The pre-commitment extends to a significant part of the maximum loan amount. The convertible loans would carry interest at the rate of 5% per annum. The loans would be repayable after one year and the lenders would be entitled at any time before such maturity date to convert the loans into shares in the Company at a conversion price of NOK 3.00, which price is substantially equal to the closing market price of the Company’s share yesterday, 20 July 2022, which was NOK 3.007.
The Board has approved the structure of the convertible loan financing. However, the convertible nature of the loans will be subject to approval by the Company’s general meeting and the Board will, as soon as reasonably practicable, call an extraordinary general meeting and propose that the conversion rights are approved.
To the extent other existing shareholders and/or new investors may be interested to participate in the convertible loan financing, such parties can submit a Notification of Interest to the Company. Such Notification of Interest should be sent by e-mail to the following e-mail addresses: Advokatfirmaet Ræder AS, attn.: Carl Garmann Clausen, cgc@raeder.no, with a copy to Morten Opstad, Chair of the Board of the Company, mop@raeder.no.
The Company hereby requests that such Notification of Interest be submitted to the Company by no later than Friday 22 July 2022 at 16:30 hrs. CET. The Notification of Interest should, at the very least, include name, address, telephone, and e-mail address of the interested party. The Company will contact the persons and entities, which have submitted a Notification of Interest.
Reference is made to the earlier announcement by the Company providing samples and strategic partner update. The Company intends to use the net proceeds from the convertible loan financing for general corporate purposes in furtherance of the plans outlined in such earlier announcement.
The Board has considered the convertible loan funding in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the rules on equal treatment under Oslo Rule Book II for companies listed on Oslo Børs and Oslo Børs’ Guidelines on the rule of equal treatment, and the Board is of the opinion that the deviation from the preferential rights of the existing shareholders in respect of the convertible loans, taking into consideration the Company’s imminent funding needs, the time, costs and risk of alternative methods of securing the desired funding, as well as the fact that the proposed conversion price in the convertible loan financing is substantially at market price, is in the common interest of the Company and the shareholders of the Company and in compliance with these obligations and guidelines.
For further information, please contact:
Ståle Bjørnstad – Investor Relations
E-mail: stale.bjornstad@ensurge.com (mailto:stale.bjornstad@ensurge.com)
Phone: +47 99 16 76 72
Kevin Barber – Chief Executive Officer
E-mail: kevin.barber@ensurge.com (mailto:kevin.barber@ensurge.com)
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Ensurge:
Ensurge is Energizing Innovation™ with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1-100 milliampere-hour (mAh) class of wearable devices, connected sensors, and beyond. The innovative Ensurge Microbattery enables energy-dense rechargeable products that are ideal for form-factor-constrained applications including hearables (hearing aids and wireless headphones), digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things. The company’s state-of-the-art 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 Ensurge technology to established and expanding markets.
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. 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.
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