Smoltek

Summary

• The Rights includes at least 28,481,742 shares, corresponding to 49.4 percent of the Rights issue, and at most 57,685,506. In the event that the Rights Issue is subscribed to 49.4 percent, an underwriter commitment of 30.6 percent will be utilized, which means that the rights issue will include at least 46,148,404 shares.
• Given that the Rights Issue is implemented Smoltek will receive at least approximately 20.8 MSEK and at most approximately 26.0 MSEK before issue costs. The issue costs are estimated to 1.5 MSEK.
• Implementation of the Rights Issue is conditional on a subscription with and without preferential rights of at least 28,481,742 shares, corresponding to 49.4 percent of the Rights Issue. In the event that a smaller number of shares are subscribed, the Rights Issue will not be carried out.
• Those registered as shareholders in Smoltek on the record date of May 29, 2024, receive one (1) subscription right for each share in the Company. Two (2) subscription rights give the holder the right to subscribe for five (5) new shares in Smoltek.
• The subscription price per share is SEK 0.45.
• The subscription period in the Rights Issue runs during the period from May 31, 2024, up to and including June 17, 2024. The board of Smoltek has the right to extend the subscription period, which, if relevant, will be announced by the Company via a press release at latest June 17, 2024.
• The Rights Issue is covered to approximately 20.4 percent by subscription commitments and approximately 30.6 percent by underwriting commitments. The underwriting commitments will only be utilized if the Rights Issue is subscribed to 49.4 percent with or without preferential rights and ensures a total subscription rate of at least 80.0 percent if utilized.
• The subscription commitments have been entered into by, among others, the CEO, members of the board, and shareholders such as Gramtec Business Partner AB, Peter Enoksson, Elaize Style AB and Tiverman Adventure AB. The underwriting commitments have been entered into by existing shareholders as well as external investors who have followed the Company for an extended period.
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 71 percent but have the opportunity to financially compensate for the dilution effect by selling their subscription rights.
• The complete terms and instructions for the Rights Issue, as well as other information about the Company, will be provided in the information memorandum expected to be published around May 30, 2024.

Background and motive in summary

Smoltek has recently announced important value-driving milestones in both the semiconductor business area for the development of the Company's CNF-MIM technology for ultra-thin capacitors, within the subsidiary Smoltek Semi, as well as in the hydrogen business area for the development of a high-performance cell material for PEM electrolyzers, within the subsidiary Smoltek Hydrogen.

• In April 2024, it was announced that Smoltek's Gen-One CNF-MIM capacitors are expected to become commercially competitive in comparison with the competing silicon deep trench capacitors technology in 2024.

• In April 2024, successful test results for the Company's cell material for PEM electrolyzers were also announced. Hydrogen was produced during 1,000 hours of continuous operation, with a catalyst load of only 0.2 mg of iridium/cm2, supporting the technology's potential to radically minimize the amount of precious iridium.

Both business areas are therefore of great interest to both financial and industrial companies as they can form the basis of revolutionary products and new revenue streams for both the companies themselves and Smoltek's shareholders. Furthermore, Smoltek now has the freedom to offer its CNF-MIM technology within the semiconductor business area to a significantly broader target group than before, as an exclusivity clause with a potential commercial partner ceased to apply in the spring of 2024.

In light of the above, the Company plans to carry out a focused effort in the next 6-12 months to sign agreements with one or more such companies, for the sale of the entire or parts of one or both of its two business areas., and the proceeds from the Rights Issue will strengthen Smoltek's working capital during this period.

A successful sale of one or both of the Company's business areas would significantly strengthen Smoltek's financial stability and thereby enable value-creating development in any remaining and new business areas based on the Company's underlying and very well-patented technology platform.

Utilization of the proceeds from the Rights Issue

Upon full subscription of the Rights Issue, the Company will receive net proceeds of approximately SEK 26.0 million before deductions for issue costs which is estimated to approximately SEK 1.5 million. Upon full subscription of the Rights Issue, the net proceeds from the Rights Issue will be allocated to the following areas of use:

• Implementation of a structured process for the sale of the entire or parts of one or both of the subsidiaries Smoltek Semi and Smoltek Hydrogen, or only the concepts and intellectual property rights owned by the respective subsidiary.

• Continued value-enhancing technology development within the semiconductor and hydrogen business areas within the subsidiaries Smoltek Semi and Smoltek Hydrogen respectively.
   
• Working capital for Smoltek's running costs in addition to technology development.

Specific terms regarding the design of the Rights Issue (minimum and maximum level)

Shareholders and other potential investors should note that the Rights Issue has a minimum and maximum amount. In order for the Rights Issue to be carried out, at least 28,481,742 shares, corresponding to 49.4 percent of the Rights Issue (Minimum Level), are subscribed with and without preferential rights. If the Minimum Level is not reached, the Rights Issue will not be carried out. If the Minimum Level is not reached, the BTA will be cancelled, and all cash paid for subscription in the Rights Issue will be refunded to the subscribers. Trading with BTA will begin on the occasion that the issue's outcome is announced and provided that subscription with and without preferential rights exceeds the Minimum Level. Note that the cash paid for subscription rights in the market will not be refunded. The investors who acquire subscription rights in the market thus risk losing the entire amount they have paid for the subscription rights.

The Right Issue was designed with these specific terms to provide the best possible conditions for existing shareowners as well as new investors. By reducing the amount covered by underwriting commitments and only using underwriting compensation in shares, issue costs can be greatly reduced. The issue, if carried out, will thus satisfy the capital needs of the Company to continue its technology development and at the same time give the Company time to execute on the strategy of finding new partners and carrying out possible divestments.

Change in number of shares and share capital and dilution

The rights issue entails that the number of shares in the Company will increase by at least 28,481,742, from 23,074,203 to 51,555,945, and at most by 57,685,506, from 23,074,203 to a maximum of 80,759,709. Furthermore, the Rights Issue implies that the Company's share capital will increase by at least SEK 3,392,980.151324, from SEK 2,748,789.480174 to SEK 6,141,769.631498, and at most by SEK 6,871,973.521743, from SEK 2,748,789.480174 to SEK 9,620,763.001917. This corresponds to a dilution of at least approximately 55 percent and a maximum of approximately 71 percent of the total number of shares and votes in the Company.

Subscription and underwriting commitments

The Rights Issue is covered to approximately 20.4 percent by subscription commitments and approximately 30.6 percent by underwriting commitments. The underwriting commitments will only be utilized in the event that the Rights Issue is subscribed to at least Minimum Level (49.4 percent) by shareholders or others with or without preferential rights and from there secures the Rights Issue up to 80.0 percent. Entered subscription and underwriting commitments are not secured via bank guarantee, pledging or similar arrangements. Subscription commitments have been provided by, among others, the CEO, the board and shareholders such as Gramtec Business Partner AB, Peter Enoksson, Elaize Style AB and Tiverman Adventure AB. Underwriting commitments have been provided by, among others, Jinderman & Partners AB (www.jinderman.se), UBB Consulting AB and JEQ Capital AB.

For the underwriting commitments an underwriting fee is paid out at twenty-two (22) percent of the amount covered by underwriting commitments in the form of shares and is only paid if the Minimum Level in the Rights Issue is reached, so that the Rights Issue is being implement. No compensation is paid for the subscription commitments entered into.

Information Memorandum

An information memorandum regarding the Rights Issue will be published by the Company on its website, www.smoltek.com/investors/sv (in Swedish), before the start of the subscription period and is expected to take place around May 30, 2024

Preliminary timetable for the Rights Issue

Advisors

Mangold Fondkommission AB is the financial advisor and issuing institution to Smoltek 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 please contact:

Håkan Persson, CEO Smoltek Nanotech Holding AB

E-mail: hakan.persson@smoltek.com

Phone: +46 731 03 05

Website: www.smoltek.com/investors

About Smoltek

Smoltek is a Swedish technology company based in Gothenburg, specialized in the development and integration of carbon nanotechnology. The technology is used in the manufacture of vertical carbon nanostructures to create a three-dimensional surface in precision-defined patterns to solve advanced materials engineering problems in the process and semiconductor industry. Today, we focus on capturing the potential of the digital mobile phone revolution and the development of green energy production, which has resulted in the Company's two different business areas: semiconductors and hydrogen. In the semiconductor business area, the Company obtains ultra-thin capacitors intended for decoupling capacitors for application processes in mobile phones, and in the hydrogen business area, the first product is planned to be a highly efficient cell material intended for use in PEM electrolyzers to drastically reduce investment cost to produce fossil-free hydrogen. Smoltek's technology makes components and materials thinner, more energy efficient, more powerful, and cheaper. This is made possible by the three-dimensional surface structure of the carbon nanostructures, which creates a surface that can be refined multiple times in the same volume for, for example, electrical and chemical processes. Smoltek has a strongly patent-protected technology consisting of roughly 110 patent assets within 20 patent families, of which 89 are currently granted patents. The company's stock is listed on the Spotlight Stock Market. For more information, go to www.smoltek.com/investors.

Important information

The publication, disclosure, or distribution of this press release may be subject to restrictions under law in certain jurisdictions. Recipients of this press release in jurisdictions where it has been published, disclosed, or distributed should acquaint themselves with and comply with such legal restrictions. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Smoltek in any jurisdiction, In neither from the Company nor anyone else. The invitation to interested persons to participate in the Rights Issue will only take place through the Information memorandum  that the Company intends to publish in connection with the Rights Issue.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. An information memorandum, not a prospectus, regarding the Rights Issue referred to in this press release will be prepared and published by the Company before the subscription period in the Rights Issue begins.

This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This press release does not constitute or form part of an offer or solicitation 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 an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable 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 the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other member states of the European Union, such an offer can only be made in accordance with an exception in the Prospectus Regulation (EU) 2017/1129.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is required by law or Spotlight Stock Market's rule book for issuers.