Oslo, 6 July 2023
Reference is made to the stock exchange announcement published on 15 June 2023 by Ensurge Micropower ASA ("Ensurge" or the "Company") regarding a successfully placed private placement divided into two tranches, whereby the second tranche, consisting of 409,817,412 shares ("Tranche 2"), was announced to be subject to, among other things, approval by an Extraordinary General Meeting in the Company. Further reference is made to the announcement made by the Company on 20 June 2023, such announcement containing the Notice of the Extraordinary General Meeting scheduled for 11 July 2023 ("EGM"). The EGM will consider, among other things, the approval of Tranche 2.
The Board's proposal to the EGM, in accordance with agenda item 4 relating to the approval of Tranche 2, states: "In case any of the investors have provided the Company with short term liquidity loans, the subscription price may be settled by set-off, immediately, against the investor's account receivable against the Company."
Certain of the investors in the private placement have, since the date the Notice to the EGM was finalized and published, pursuant to liquidity loan agreements dated 28 June 2023, provided the Company with short term liquidity loans in the total aggregate amount of NOK 11,077,860.50 so that the Company may meet its obligations until the gross proceeds from the private placement is at the Company's disposal. The Board proposes that the Extraordinary General Meeting approves that the subscription amount for the investors in Tranche 2 who have provided liquidity loans, may be settled by set-off, in accordance with Section 10-2 of the Public Limited Companies Act "PLCA"). The subscription shall otherwise be on equal terms as for the other investors in Tranche 2. The Company's auditor has prepared an independent expert statement in accordance with Section 2-6 of the PLCA, which is attached hereto.
By reason of the above, the Board proposes that the following addition is made to the proposed resolution in agenda item 4 of the Notice to the EGM:
In English:
"For Alden AS, the subscription amount shall in full be settled by set-off, immediately, against the Company's debt obligation to Alden AS in the amount of NOK 5,077,860.50 pursuant to a Liquidity Loan Agreement, which has been entered into between the Company and Alden AS. For Andreas Holding AS, the subscription amount shall in part be settled by set-off, immediately, against the Company's debt obligation to Andreas Holding AS in the amount of NOK 6,000,000 pursuant to a Liquidity Loan Agreement, which has been entered into between the Company and Andreas Holding AS. By set-off, Alden AS shall receive 50,778,605 shares and Andreas Holding AS shall receive 60,000,000 shares, for the same subscription price and on other equal terms applicable pursuant to this resolution. Reference is made to the independent expert statement made by the Company's auditor in this regard. The main terms which apply for the "Liquidity Loan Agreements", cf. section 2-4 (2) of the PLCA, are as follows: The loans are interest bearing with 12% p.a. Unless the loan is converted into shares by set-off, the loan shall be repaid at the earlier of (i) the business day after the date the subscription amount in the private placement resolved at this Extraordinary General Meeting has been received by the Company and (ii) one (1) month after the date of the Liquidity Loan Agreement, or such longer period as the parties may from time to time agree. The Company may at any time during the loan term repay the loan amount in addition to accrued interest."
In Norwegian:
«For Alden AS skal aksjeinnskuddet i sin helhet gjøres opp umiddelbart ved motregning mot Selskapets gjeldsforpliktelse til Alden AS stor kr. 5 077 860,50 i henhold til «Liquidity Loan Agreement» som Selskapet har inngått med Alden AS. For Andreas Holding AS skal aksjeinnskuddet delvis gjøres opp umiddelbart ved motregning mot Selskapets gjeldsforpliktelse stor kr. 6 000 000 i henhold til «Liquidity Loan Agreement» som Selskapet har inngått med Andreas Holding AS. Ved motregningen skal Alden AS motta 50 778 605 aksjer og Andreas Holding AS skal motta 60 000 000 aksjer, til samme pris og på like vilkår, for øvrig, som gjelder i henhold til dette vedtaket. Det vises til uavhengig sakkyndig redegjørelse utferdiget av Selskapets revisor i denne anledning. Hovedpunktene som gjelder for de inngåtte «Liquidity Loan Agreements», jf. allmennaksjeloven § 2-4 (2), er som følger: Lånene er rentebærende med 12% p.a. Såfremt lånet ikke konverteres til aksjer ved motregning, skal lånet tilbakebetales på det tidligste tidspunkt av (i) virkedagen etter Selskapets mottak av kapitalinnskuddet i den rettede emisjonen vedtatt av denne ekstraordinære generalforsamling og (ii) en måned etter inngåelse av Liquidity Loan Agreement, eller slik senere dato som måtte bli avtalt mellom partene. Selskapet kan i løpet av låneperioden betale tilbake lånebeløpet med tillegg av påløpt rente, på ethvert tidspunkt.»
About Ensurge Micropower
Ensurge is Energizing Innovation(TM) with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery for the 1 to 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.
For more information, please contact:
Terje Rogne, Chair
Phone: +47 472 02 200
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Attachment
- Ensurge_Micropower_ASA_statement