Announcement • Apr 07
Ensurge Micropower ASA announced that it expects to receive NOK 60 million in funding
Ensurge Micropower ASA announced a private placement of subordinated unsecured convertible loan in an aggregate principal amount of NOK 60,000,000 and Warrants of the company for every NOK five (5) allocated in the Convertible Loan on April 5, 2026. The transaction involves participation from existing shareholders. The Loan is convertible into Common Shares of the company at a conversion price of NOK 1 per share represents a 48% premium to the closing price of NOK 0.674 on March 31, 2026. The maximum of this transaction will be NOK 80,000,000 if 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 which must be received by the manager no later than April 23, 2026 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 is NOK equivalent to EUR 100,000. The Loan bears an interest rate of 10% per annum, PIK interest. The Loan will mature on August 31, 2027. At any time after the conditions have been satisfied and before the maturity date, the lender will have the right to require conversion into shares at the conversion price. Outstanding principal (including accrued unpaid interest) shall be mandatorily converted into shares at the conversion price at maturity, unless previously converted. 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 between the date of satisfaction of the conditions to and including the maturity date. Warrants will be transferable but will not be admitted to trading on any regulated marketplace or multilateral trading facility and will be exercised at same price as conversion price. The convertible loans will be issued in accordance with section 11-1, cf. section 11-2, of the Norwegian Public Limited Liability Companies Act, subject to satisfaction of the conditions. The Company's board of directors has approved the structure of the convertible loan financing, including the Warrants. However, issuance of the Convertible Loans and the Warrants is subject to (i) approval of the Convertible Loans and the Warrants by the annual general meeting or an extraordinary general meeting in the Company and (ii) the subsequent registration of such Convertible Loans and Warrants in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The lenders have undertaken to vote in favor of the Convertible Loans and the Warrants at the GM. The Convertible Loans shall be disbursed in three equal instalments, the first instillment payable on or before April 8, 2026 and the subsequent instalments payable on May 15, 2026 and June 15, 2026, respectively. Until the conditions are satisfied, the instrument shall constitute a non-convertible loan. Following satisfaction of the conditions, the outstanding principal (including any accrued interest, if applicable) shall become convertible into shares in accordance with the agreed conversion terms. If the Shareholder resolutions are not passed by the required majority at the GM by May 16, 2026, the Convertible Loans and the Warrants will not be issued and the Company shall repay the amounts disbursed, together with accrued interest, to the lenders no later than June 15, 2026. The final closing is expected to occur on June 15, 2026.
