Smoltek

Summary

• Upon full subscription of the Rights Issue, Smoltek will receive approximately SEK 32.0 million before issue costs.
• The completion of the Rights Issue is conditional on subscription, with or without preferential rights, reaching at least 40.0 percent of the total issue amount.
• Approximately 12.6 percent of the Rights Issue is covered by subscription commitments and approximately 41.3 percent by underwriting commitments. The underwriting commitments are conditional on subscription of at least 40.0 percent, regardless of whether it is with or without preferential rights, and are then intended to ensure a total subscription rate of at least approximately 81.3 percent of the Rights Issue, corresponding to approximately SEK 26.0 million.
• Subscription commitments have been entered into by management, board members and existing shareholders, including CEO Håkan Persson, incoming CEO Magnus Andersson, CFO Pia Tegborg, CTO Farzan Ghavanini, Chairman of the Board Oskar Säfström, Enoaviatech AB and Gramtec Invest AB. Underwriting commitments have been provided by both existing shareholders and external investors, including Oskar Säfström, Jinderman & Partners AB and UBB Consulting AB. The existing shareholders who have provided underwriting commitments have also undertaken to subscribe for their entire pro rata in the Rights Issue with preferential rights, which underlines their long-term commitment to the Company.
• Anyone who is registered as a shareholder in Smoltek on the record date, June 4, 2025, in the share register maintained by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue.
• One (1) existing share held on the record date entitles to one (1) subscription right. Twenty-five (25) subscription rights entitle the holder to subscribe for thirty-two (32) new shares in Smoltek. The subscription price is SEK 0.30 per share.
• The subscription period in the Rights Issue will provisionally run from and including June 9, 2025, until and including June 24, 2025. The Board of Directors of Smoltek has the right to extend the subscription period, which, if applicable, will be announced by the Company via press release no later than June 24, 2025.
• In the event that the Rights Issue is oversubscribed, the Board of Directors intends to exercise the so-called Over-Allotment Option by deciding on a directed new issue of shares to investors. The Over-Allotment Option will primarily be exercised to ensure that the underwriters who have provided top-down guarantees (“Top Guarantors”) receive shares corresponding to their underwriting commitments.

Background and motivation in summary 
Smoltek is a Swedish nanotechnology company that has taken several important steps towards industrialization and commercialization in the past year within its two business areas – semiconductors and hydrogen – which are conducted through the subsidiaries Smoltek Semi and Smoltek Hydrogen respectively. The operations are based on the Company's patented technology for the production of vertical carbon nanofibers (CNF), with applications in advanced capacitors for the semiconductor industry, and electrodes intended primarily for PEM electrolyzers in the hydrogen industry.  

Smoltek Hydrogen has made significant progress in the development of the Company's so-called PTE technology, a porous transport electrode that enables increased efficiency along with a greatly reduced use of precious metals, such as iridium and platinum, in electrolyzers. The technology has been recognized for its ability to reduce iridium requirements by up to 95 percent, which can contribute to more cost-effective production of green hydrogen. In April 2025, Smoltek Hydrogen entered into a strategic collaboration with Impact Coatings to evaluate the possibilities for industrial scale-up and volume production of electrodes, which marks a crucial step towards commercialization. In the spring of 2025, the Company also entered into a strategic collaboration with Germany's Heraeus to develop more efficient iridium mixtures, in order to produce more hydrogen per gram of iridium.

In parallel, Smoltek Semi has continued the development of CNF-MIM capacitors, a new type of ultra-thin capacitors with high capacitance per unit area, which addresses growing needs in the semiconductor industry, especially for advanced packaging solutions. During the first quarter of 2025, the Company has made progress towards establishing a pilot production line, which marks a transition from the development phase to industrialization and enables direct technology evaluation in an industrial environment together with potential customers.

With this background, the board sees a need to further strengthen the Company's financial position to enable continued technology development, evaluation projects and commercialization collaborations. The upcoming Rights Issue therefore aims to finance continued business development in both the hydrogen and semiconductor segments and strengthen the Company's position for upcoming partnerships and market launches.

The net proceeds of approximately SEK 29.5 million, assuming full subscription and after deduction of cash issue costs, which are estimated to amount to approximately SEK 2.5 million, are intended to be allocated to the following areas of use, in order of priority:

1. Conduct dialogues and negotiations with industrial players with the aim of entering into partnerships for the commercialization of the technology in the subsidiaries Smoltek Semi and Smoltek Hydrogen (approximately 15 percent)
2. Maintain the pace of technology development in the semiconductor and hydrogen business areas within the subsidiaries Smoltek Semi and Smoltek Hydrogen (approximately 65 percent)
3. Working capital for Smoltek's current costs in addition to technology development (approximately 20 percent)

Terms and conditions for the Rights Issue in summary

• For each (1) share held on the record date of June 4, 2025, one (1) subscription right is obtained. Twenty-five (25) subscription rights entitle the holder to subscribe for thirty-two (32) new shares. The subscription price is SEK 0.30 per share.
• The Rights Issue involves an issue of a maximum of 106,583,136 shares.
• Upon full subscription in the Rights Issue, the Company will receive issue proceeds of approximately SEK 32.0 million, before issue costs.
• The subscription period for the Rights Issue will provisionally run from June 9, 2025 to June 24, 2025.

Special conditions regarding the design of the Rights Issue 
Shareholders and other potential investors should note that the Rights Issue is subject to a minimum amount for implementation. In order for the Rights Issue to be implemented, it is required that the number of shares and the share capital in Smoltek increase by at least a certain minimum number and amount respectively. The so-called Minimum Level, on which the implementation of the Rights Issue is conditional, means that at least 42,633,254 shares, corresponding to approximately 40.0 percent of the Rights Issue, are subscribed for with or without preferential rights. If this level is not reached, the Rights Issue will not be implemented. In such a case, allocated BTA (paid subscribed shares) will be cancelled and all cash paid for subscription will be refunded to the subscribers without interest. Trading in BTA will only commence after the outcome of the Rights Issue has been announced and it has been established that subscriptions with or without preferential rights amount to at least approximately 40.0 percent of the Rights Issue. Please note that the proceeds paid for subscription rights acquired in the market will not be refunded, even if the Rights Issue is not completed. Investors who acquire subscription rights in the market thus risk losing the entire amount they paid for these rights.

The chosen issue structure aims to create good conditions for both existing shareholders and new investors. Provided that the Rights Issue is completed in accordance with plan, it is assessed to meet the Company's capital needs for continued technology development and provide scope to implement strategic initiatives, including potential collaborations and divestments.

Subscription commitments and underwriting commitments 
The Rights Issue is covered by approximately 12.6 percent of subscription commitments, corresponding to approximately SEK 4.0 million, and approximately 41.3 percent of underwriting commitments, corresponding to approximately SEK 13.2 million. Of the underwriting commitments, SEK 9.6 million relates to a so-called bottom guarantee for the interval between approximately 40.0 and 70.0 percent of the Rights Issue, while SEK 3.6 million constitutes a so-called top-down guarantee. The underwriting commitments are only called upon if the Rights Issue is subscribed to at least approximately 40.0 percent, with or without preferential rights, and are then intended to ensure a total subscription rate of at least approximately 81.3 percent of the Rights Issue, corresponding to approximately SEK 26.0 million. Subscription commitments and underwriting commitments entered into are not secured by bank guarantees, pledges or similar arrangements. Subscription commitments have been made by management, board members and existing shareholders, including CEO Håkan Persson, incoming CEO Magnus Andersson, CFO Pia Tegborg, CTO Farzan Ghavanini, Chairman of the Board Oskar Säfström, Enoaviatech AB and Gramtec Invest AB. Underwriting commitments have been provided by both existing shareholders and external investors, including Oskar Säfström, Jinderman & Partners AB and UBB Consulting AB. The existing shareholders who have provided underwriting commitments have also undertaken to subscribe for their entire pro rata in the issue with preferential rights.

Compensation for the underwriting commitments is paid out at eighteen (18) percent of the guaranteed amount in the form of shares that are intended to be issued through a directed new issue (“Compensation Issue”). The compensation will only be paid if the Minimum Level in the Rights Issue is reached. The Compensation Issue is intended to be decided by the Board of Directors with the support of the authorization from the Annual General Meeting on May 14, 2025 or, as the case may be, proposed to be decided by an extraordinary general meeting of the Company. No compensation will be paid for the subscription commitments that have been entered into.

Change in number of shares and share capital and dilution 
Upon full subscription in the Rights Issue, the number of shares in the Company will increase by a maximum of 106,583,136 shares, from 83,268,088 shares to 189,851,224 shares, and the share capital will increase by a maximum of SEK 12,697,062.732825, from SEK 9,919,581.808687 to SEK 22,616,644.541512, corresponding to a maximum dilution effect of approximately 56.14 percent of the total number of shares and votes in the Company.

Underwriters who have provided underwriting commitments in the Rights Issue will receive compensation in the form of newly issued shares, which means that a maximum of 7,920,000 new shares will be issued in the Compensation Issue and an increase in the share capital by a maximum of SEK 943,495.759441. This entails an additional dilution effect of a maximum of approximately 4.00 percent based on the number of shares in the Company after the implementation of the Rights Issue, assuming full subscription in the Rights Issue.

The maximum dilution effect through the Rights Issue and the Compensation Issue amounts to approximately 57.90 percent of the total number of shares and votes in the Company.

Over-Allotment Option 
In order to enable further capital additions in the event that the Rights Issue is oversubscribed, the board of the Company may use the Over-Allotment Option. Upon full exercise of the Over-Allotment Option, the Company will receive an additional approximately SEK 4.0 million through a directed new share issue of 13,333,334 shares at a subscription price of SEK 0.30 per share, corresponding to the subscription price in the Rights Issue. Any exercise of the Over-Allotment Option will take place by the Board of Directors deciding on a directed new share issue, supported by the authorization from the Annual General Meeting on May 14, 2025, to investors. The Over-Allotment Option is intended to be used primarily to ensure that the Top Guarantors receive an allocation of shares corresponding to their underwriting commitment. In the event that the Over-allotment Option is fully exercised, the share capital will increase by an additional SEK 1,588,376.778815, to SEK 25,148,517.079768, which corresponds to a dilution of approximately 6.32 percent (calculated after the implementation of the Rights Issue and the Compensation Issue). The Board of Directors believes that it is in the interest of both the Company and its shareholders that the Company, if applicable, is provided with additional capital in a time- and cost-effective manner.

The maximum dilution effect through the Rights Issue, the Compensation Issue and the Over-Allotment Option amounts to approximately 60.56 percent.

Information Document 
In connection with the Rights Issue, the Company will prepare an information document in accordance with Article 1(4)(db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The information document will be drawn up in accordance with the requirements of Annex IX to the Prospectus Regulation and will be published by the Company before the subscription period begins. The information document is expected to be published on or around 4 June 2025.

Preliminary schedule for the Rights Issue

• June 2, 2025: Last day of trading in Smoltek's shares including the right to receive subscription rights
• June 3, 2025: First day of trading in Smoltek's shares excluding the right to receive subscription rights
• June 4, 2025: Record date for receiving subscription rights. Shareholders registered in the share register maintained by Euroclear Sweden AB on this date will receive subscription rights for participation in the Rights Issue
• June 4, 2025: Estimated date for publication of the information document
• June 9–24, 2025: Subscription period in the Rights Issue
• June 9–18, 2025: Trading in subscription rights (TR) on Spotlight Stock Market
• June 24, 2025 – Preliminary outcome of the Rights Issue is published
• June 26, 2025 – Final outcome of the Rights Issue is published
• Week 27–week 28, 2025: Trading in paid-up subscribed shares (BTA) on Spotlight Stock Market (provided that the Minimum Level in the Rights Issue is reached)

Advisors 
Corpura Fondkommission AB is the financial advisor in connection with the Rights Issue. MAQS Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.

For further information 
Håkan Persson, CEO Smoltek Nanotech Holding AB 
E-mail: hakan.persson@smoltek.com 
Phone: +46 317 01 03 05 
Website: www.smoltek.com/investors/sv

About Smoltek 
Smoltek develops new products with disruptive performance, based on nanotechnology, that solve advanced material technology problems in several industrial sectors and is currently active in two business areas: semiconductors and hydrogen. The company protects its unique carbon nanotechnology through an extensive patent portfolio consisting of more than 110 applied for patents, of which 96 are currently granted. Smoltek's share is listed on the Spotlight Stock Market under the ticker SMOL. Smoltek is a development company and forward-looking statements regarding time to market, production volume and price levels should be interpreted as forecasts and not commitments.

Important Information  
The publication, disclosure or distribution of this press release may be subject to restrictions by law in certain jurisdictions. Recipients of this press release in jurisdictions where this press release is published or distributed should inform themselves of and comply with such legal restrictions. Recipients of this press release are responsible for using this press release and the information contained herein in accordance with the applicable laws of their respective jurisdictions. This press release does not constitute an offer to acquire or subscribe for shares or other securities issued by the Company, whether from the Company or from anyone else, in any jurisdiction where such offer or invitation would be contrary to applicable laws or would require additional registration or other measures.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Rights Issue. In each EEA Member State, this announcement is addressed only to "qualified investors" in that Member State as defined in the Prospectus Regulation.

This press release does not constitute an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended from time to time (the “Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such release, publication or distribution of this information would be in violation of applicable regulations or where such action would be subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities laws.

In the United Kingdom, this document, and other materials relating to the securities referred to herein, are being distributed and directed only to, and any investment or investment activity relating to this document is only available to and will only be available to, “qualified investors” who are (i) persons who have professional experience in investment-related activities and who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth persons as referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is only available in the United Kingdom to relevant persons and will only be undertaken with relevant persons. Persons who are not relevant persons should not take any action based on, or act or rely on, this press release.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in new shares. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information in this press release. An investment decision to acquire or subscribe for shares in connection with the Rights Issue may only be made based on publicly available information regarding the Company and the Company's shares.

Failure to follow these instructions may constitute a violation of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements 
This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by their inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those expressed in the forward-looking statements. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, beliefs and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, unless required by law or Spotlight's rules for issuers.