Ensurge Micropower ASA – Commencement of subscription period in the Subsequent Offering

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.

Oslo, Norway, 5 December 2025 

Reference is made to the stock exchange announcement published by Ensurge Micropower ASA ("Ensurge" or the "Company") on 9 November 2025 regarding the successful private placement of 111,111,111 new shares ("Private Placement"), and the launch of a potential subsequent offering of new shares (the "Subsequent Offering"). The Subsequent Offering was approved by the Extraordinary General Meeting of the Company held on 3 December 2025. 

Further reference is made to the stock exchange announcement on 4 December 2025 regarding the approval and publication of a prospectus in connection with, among other things, the Subsequent Offering (the "Prospectus").

The Subsequent Offering consists of an offer by the Company to issue up to 22,222,222 new shares (the "Offer Shares"), each with a nominal value of NOK 0.50, at a Subscription Price of NOK 0.90 per Offer Share, being equal to the subscription price in the Private Placement.

The subscription period will commence today, on 5 December 2025 at 09:00 hours (CET), and expire at 16:30 hours (CET) on 12 December 2025 (the "Subscription Period"). 

The Company will, subject to applicable securities law, allocate subscription rights ("Subscription Rights") to subscribe for Offer Shares in the Subsequent Offering to shareholders who were holders of shares in the Company (“Shares”) on 7 November 2025 (as registered in the Norwegian Securities Depositary (Euronext VPS or the “VPS”) two trading days thereafter (the “Record Date”) who (i) were not allocated new shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (each such shareholder an “Eligible Shareholder”, and collectively, the “Eligible Shareholders”). 

For each Share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder shall receive Subscription Rights proportionate to the number of Shares in the Company that are registered as held by such Eligible Shareholder on the Record Date, that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. The Company will issue 0.042889 Subscription Rights per one (1) Share registered as held in the Company by an Eligible Shareholder on the Record Date. One (1) Subscription Right will give the right to subscribe for and be allocated one (1) Offer Share. The Shares of the Company began trading exclusive of Subscription Rights from and including 10 November 2025. Hence, the last day of trading inclusive of Subscription Rights was 7 November 2025. For the purposes of determining eligibility to Subscription Rights, the Company will look solely to its register of shareholders as of expiry of the Record Date, which will show shareholders as of expiry of 7 November 2025. 

The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 12 December 2025 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Oversubscription and subscription without subscription rights is permitted. Oversubscription will be allocated as determined by the Board. The Subscription Rights will be non-transferable and will not be tradable on Oslo Børs. 

The due date for the payment of the Offer Shares is expected to be on or about 17 December 2025. Delivery of the Offer Shares is expected to take place on or about 22 December 2025 through the facilities of the VPS.

For further information on the Subsequent Offering and the subscription procedures, please refer to the Prospectus. The Prospectus is available on the websites of Arctic Securities AS at https://arctic.com/offerings and DNB Carnegie, a part of DNB Bank ASA, at https://www.dnb.no/emisjoner, which have acted as managers and bookrunners in connection with the Private Placement and the Subsequent Offering (the "Managers"). Ræder Bing advokatfirma AS acts as the Company's legal advisor. Advokatfirmaet Thommessen AS acts as legal advisor to the Managers. 

About Ensurge Micropower: 

Ensurge (www.ensurge.com) powers the future of AI-enabled devices with advanced microbattery technology that delivers unmatched performance and safety. From its base in San Jose, California, the Company's team of battery specialists have pioneered thin-film batteries produced on high-precision roll-to-roll production processes. These innovations enable new possibilities in form-factor-constrained applications across consumer, medical, and industrial markets. Ensurge partners with leading global customers to accelerate their products to market and is listed on the Oslo Stock Exchange. For more news and information on Ensurge, please visit https://www.ensurge.com/news-room. 

For more information, please contact: 

Shauna McIntyre - Chief Executive Officer

E- mail: shauna.mcintyre@ensurge.com

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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 "qualified institutional buyers" as defined in Rule 144A under the Securities Act. 

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. 

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. 

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements, inter alia in relation to the Private Placement and the Offer Shares, in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. 

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. 

Neither the Managers nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. 

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their affiliates accept any liability arising from the use of this announcement.