Ensurge Micropower ASA: Convertible Loan Financing
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. Oslo, Norway, 28 September 2026
Ensurge Micropower ASA ("Ensurge" or the "Company") has secured commitments of NOK 21 million in a convertible loan financing of up to NOK 35 million, through the issuance of subordinated and unsecured convertible loans (the "Convertible Loans"). The Convertible Loans have a conversion price of NOK 1.00 per share (the "Conversion Price"), a 77.3% premium to the closing price of NOK 0.564 per share on 25 September 2026. Other existing shareholders and new investors are invited to participate in the Convertible Loans on the same terms and conditions, as further described below. The proceeds from the Convertible Loans will be used for general corporate purposes, including working capital and continued development.
Key terms of the Convertible Loans: * Issuer: Ensurge Micropower ASA * Status: Subordinated and unsecured convertible loans * Committed amount: NOK 21 million * Maximum amount: NOK 35 million * Minimum subscription and allocation amount: NOK equivalent of EUR 100,000 * Conversion Price: NOK 1.00 per share * Coupon: 10.0% per annum, PIK interest (paid-in-kind with additional shares at the Conversion Price) * Maturity Date: 31 December 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 of the Convertible Loans (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 converted * Warrants: Three (3) warrants (Nw. Frittstående tegningsretter) (the “Warrants”) will be granted free of charge to the Lenders for every NOK five (5) allocated in the Convertible Loan. 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. The Warrants will be transferable, but will not be admitted to trading on any regulated marketplace 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 Convertible Loans, with up to 100% downward adjustment of the Conversion Price. Any adjustment of the Conversion Price under the anti-dilution protection will cause a similar adjustment to the Warrant exercise price. In addition, the Conversion Price and Warrant exercise 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 and Warrant exercise 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 Liability 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 structure of the convertible loan financing, including the Warrants. The Board has resolved to issue Convertible Loans with an aggregate principal amount of NOK 21 million pursuant to the board authorization to issue Convertible Loans granted by the Company’s annual general meeting on 15 May 2026 (the “Board Authorization”).
Issuance of the Warrants remains subject to approval by the extraordinary general meeting in the Company (the “EGM”), expected to be held on or about 20 October 2026. The Lenders have undertaken to vote in favor of the Warrants at the EGM. In case the EGM does not approve the issue of the Warrants to the Lenders, the Company shall repay the Convertible Loans in cash to the Lenders within four (4) weeks from the date of the EGM.
Participation in the Convertible Loans by existing shareholders or new investors To the extent other existing shareholders and/or new investors may be interested in participating in the Convertible Loan financing, such parties may submit a non-binding Notification of Interest to the Manager at tel. +47 22937246. Notification of Interest must be received by the Manager no later than 9 October 2026 at 16:30 CEST (the “Application Period”); provided, however, that the Company, at its sole discretion and in consultation with the Manager, can shorten or extend the Application Period at any time and for any reason without notice.
The minimum subscription and allocation amount for each interested party in the Convertible Loans will be the NOK equivalent of EUR 100,000. Any allocation in the Convertible Loans to interested parties will be made at the sole discretion of the Board after input from, and in consultation with, the Manager following expiry of the Application Period. The Board provides no assurance that any interested party having submitted a Notification of Interest will be allocated any portion of the Convertible Loans.
Following the issuance of NOK 21 million in Convertible Loans to the Lenders under the Board Authorization, the Board retains substantially no further authority to issue convertible loans under the Board Authorization. Any issuance of Convertible Loans to parties submitting Notifications of Interest will therefore require approval by the EGM. The issuance of Warrants in connection with any Convertible Loans will be subject to approval by the EGM.
Equal treatment considerations 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 is 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, (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 25 September 2026, which was NOK 0.564 (while a private placement or rights issue most likely would be concluded at a subscription price with a discount to the market price), as well as (iv) the fact that all other existing shareholders of the Company have been given the opportunity to participate in the Convertible Loans and the issuance of the Warrants on the same terms and conditions by submitting a Notification of Interest. 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: Investor relations e-mail: 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 Kristian Mørk Spetalen on behalf of Shauna McIntyre, CEO, on 28 September 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.
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.