Smoltek

The Directed Issue 1 
The board of Smoltek has today, with the support of authorization from the annual general meeting on May 11, 2023, decided on the Directed Issue 1. The Directed Issue 1 comprises a total of 6,378,164 shares and 1,594,541 warrants of series TO 8. The right to subscribe in the Directed Issue 1 was granted only to a limited number of investors who were selected based on the completed book building process carried out by the Company's financial advisers.

The subscription price in the Directed Issue 1 has been determined through an accelerated book building procedure based on the share's market price through, among other things, negotiations with intended investors and amounts to SEK 2.40 per share. The subscription price corresponding to a premium of approximately 3 percent in relation to the closing price in the Company's share on Spotlight Stock Market on December 6, 2023. In light of the process, it is the board's assessment that the subscription price reflects current demand and market conditions and thus that it is to be regarded as market based. When four (4) new shares are subscribed, one (1) free warrant of series TO 8 is given, which means that all warrants will be issued free of charge.

A number of existing owners participated in the Directed Issue 1, including Gramtec Business Partner AB, Peter Enoksson, and Sez-I Enterprises AB. Additionally, Swedish institutional investors, family offices, and qualified private investors took part, among them Tellus Equity Partners AB, Niklas Estensson, and Jinderman & Partners AB (https://jinderman.se). The Directed Issue is carried out with authorization from the general meeting on May 11, 2023. Through the Directed Issue 1, Smoltek will receive approximately SEK 15.3 million before transaction costs.

The reason for the deviation from the shareholders' preferential right is that the Company's board considers, on the basis of an overall assessment and after careful considerations of financing solutions, that the Directed Issue 1 is a better alternative for the Company and its shareholders than a rights issue at this time. The board also assesses that it is objectively in the interest of both the Company and its shareholders to carry out the issue. The board's assessment is based on that the Directed Issue 1 enable for the Company to broaden the ownership base with certain additional qualified shareholders, which the board believes will provide necessary support in the Company's continued development and growth. A rights issue is deemed to entail significantly increased costs for the Company where, among other things, a possible underwriting consortium would have to be procured and would take longer time. The Directed Issue 1 is also considered to enable the Company to acquire capital in a fast as well as a cost- and resource-efficient manner, and the Company is given the opportunity to benefit from the current interest in the Company's shares from the qualified investors. Furthermore, the Directed Issue 1 is deemed to mean that the Company's management and board can more quickly focus on the Company's continued development.

In its assessment, the board has also considered the current market climate, where a rights issue could probably not have been carried out other than at a significantly discounted share price, which under the current circumstances was judged not to be beneficial for either the Company or its current shareholders. In the light of the above, the board assesses that the Directed Issue 1 enables the Company to acquire capital on favorable commercial terms in a fast, cost- and resource-efficient manner.

Smoltek's CEO, Håkan Persson, comments on the Directed Issue:
"Thanks to progress in our two business areas of semiconductors and hydrogen, Smoltek has reached an exciting position where we have started the commercialization of ultra-thin capacitors and have a clear path to the market together with our partner YAGEO Group in semiconductors, at the same time as we are working intensively on further improving our high-performance cell material for electrolyzes for green hydrogen production and starting commercial collaborations with one or more partners also in this business area. This Directed Issue has gathered significant interest from both existing and new shareholders and with the proceeds, we are in an excellent position to deliver more concrete value-creating progress in 2024 and beyond. With that said, I welcome both former and new shareholders to join us on our continued journey.”

The Directed Issue 2 
The board of Smoltek has also today, subject to subsequent approval from the extraordinary general meeting, decided on the Directed Issue 2. The Directed Issue 2 comprises a total of 288,500 shares and 72,125 warrants of series TO 8. The right to subscribe in the Directed Issue 2 was granted only to Per Zellman, Gustav Brismark (through company) and Håkan Persson as well as certain senior executives, employees, and consultants in the Company. Notice of an extraordinary general meeting for approval of the Directed Issue 2 will be published no later than 8 December 2023 through a separate press release.

The subscription price in the Directed Issue 2 amounts to SEK 2.40 per share. The subscription price corresponds to the subscription price in the Directed Issue 1, which is why it is the board's assessment that the subscription price reflects current demand and market conditions and thus that it is to be regarded as market based. When four (4) new shares are subscribed, a free warrant of series TO 8 is given, which means that all warrants have been issued free of charge. Through the Directed Issue 2 Smoltek is provided with approximately SEK 0.7 million before transaction costs.

The reason for the deviation from the shareholders' preferential right is that Smoltek's board (excluding the members participating in the issue) has noticed a wish from existing shareholders that board members, employees and consultants of the Company further align their financial interests with the Company by increasing their ownership in Smoltek. In that regard, the board has acknowledged that these persons have expressed an interest in investing in the Company on the terms of the Directed Issue 1. The board assesses that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Issue 2. This assessment is based on the fact that the Directed Issue 2 enables the Company to expand the financial interests of board members, employees and consultants of the Company in Smoltek, which creates incentives for them to work for and the opportunity to take part in a positive development in the value of the Company’s share. Similar to what has been mentioned as reasons for the Directed Issue 1, the board assesses that the Directed Issue 2 enables the Company to acquire capital in a fast as well as a cost- and resource-efficient manner instead of carrying out a rights issue which is deemed to involve significantly increased costs for the Company.

The Warrants Issue 
The board of Smoltek has also today, with the support of authorization from the annual general meeting on May 11, 2023, decided on the Warrants Issue, whereby 1,802,466 warrants of series TO 8 are issued to the Company. The warrants are issued free of charge to the Company, which will transfer them free of charge to the shareholders in the Company in relation to the number of shares that each shareholder holds on the record date for the Warrants Issue. The record date for the Warrant Issue will be announced as soon as it is determined by the board in the Company.

Nine (9) shares held on the record date means that shareholders are allotted one (1) warrant of series TO 8. Final distribution and allocation upon transfer of the warrants of series TO 8 to Smoltek's shareholders will take place through the board's allocation decision. The Warrants Issue can provide Smoltek with a maximum of approximately SEK 6.5 million in the event that all warrants of TO 8 are exercised for subscription of new shares in the Company.

Main terms of warrants of series TO 8 
Smoltek will issue, through the three issues mentioned above, a total of 3,469,132 warrants of series TO 8. One (1) warrant of series TO 8 entitles the holder to subscribe for one (1) new share in the Company during the period that runs from and including September 4, 2024 to and including September 18, 2024. The subscription price per share upon exercise of the warrants of series TO 8 amounts to SEK 3.60 per share.

Use of issue proceeds from the Directed Issues  
The estimated net proceeds from the Directed Issuances of approximately SEK 14.9 million which are used for the following:

• Financing of Smoltek's part in the joint commercialization of CNF-MIM-based products together with Kemet Electronics Corporation,
• Financing of Smoltek's development and commercialization activities within the hydrogen business area, as well as
• Working capital for financing the Company's general expenses associated with running the business.

The number of shares, share capital and dilution 
The issued shares in the Directed Issue 1 entail a total dilution of approximately 28.2 percent of the number of shares and votes in the Company. Through the Directed Issue 1, the number of outstanding shares increases by 6,378,164 shares, from 16,222,202 shares to 22,600,366 shares. The Company's share capital increases by approximately SEK 759,819.531189, from SEK 1,932,522.575227 to approximately SEK 2,692,342.106416. The issued shares in the Directed Issue 2 entail a total dilution of approximately 1.3 percent of the number of shares and votes in the Company. Through the Directed Issue 2, the number of outstanding shares increases by 288,500 shares, from 22,600,366 shares to 22,888,866 shares. The Company's share capital increases by approximately SEK 34,368.500833, from approximately SEK 2,692,342.106416 to approximately SEK 2,726,710.607250. The dilution effect, the number of shares and the share capital before and after the Directed Issue 2 take into account the shares issued in the Directed Issue 1.

The Directed Issues result in a total dilution effect of approximately 29.1 percent of the number of shares and votes in the Company. Through the Directed Issues, the number of outstanding shares increases by 6,666,664 shares, from 16,222,202 shares to 22,888,866 shares. The Company's share capital increases by SEK approximately 794,188.032023, from SEK 1,932,522.575227 to approximately SEK 2,726,710.607250.

Upon exercise of all warrants of series TO 8 issued in the Directed Issues and the Warrants Issues, the number of outstanding shares will increase by an additional 3,469,132 shares, from 22,888,866 shares to 26,357,998 shares and the share capital will increase by an additional approximately SEK 413,271.632695, from approximately SEK 2,726,710.607250 to approximately SEK 3,139,982.239944, implying an additional dilution of approximately 13.2 percent of the number of shares and votes in the Company.

Advisers  
Mangold Fondkommission AB is the financial advisor and MAQS Advokatbyrå AB is the legal advisor to the Company in connection with the Directed Issues.

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 electrolysers 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 83 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. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in their respective jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Smoltek in any jurisdiction, either from the Company or any other entity.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration or an applicable exemption from registration under the U.S. Securities Act of 1933 ("Securities Act"), and may not be offered or sold in the United States without being registered, exempt from registration, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned 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 published, disclosed, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or to the United Kingdom, the United States, Canada, Japan, Australia, Belarus, Hong Kong, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such publication, disclosure, or distribution of this information would violate applicable 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.

Forward-Looking Statements  
This press release contains forward-looking statements regarding the Company's intentions, assessments, or expectations concerning the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by expressions such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "assumes," "should," "could," and, in each case, negations thereof, or similar expressions that imply indications or predictions regarding future developments or trends and are not based on historical facts. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. While the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or prove to be correct. Since these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes, for various reasons, may differ materially from what is indicated by the forward-looking statements. Such risks, uncertainties, contingencies, and other significant factors may cause the actual events to differ materially from the expectations expressly or impliedly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and each reader of the press release should not unduly rely on the forward-looking statements in this press release. The information, opinions, and forward-looking statements expressly or impliedly stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revision to any forward-looking statement to reflect events occurring or circumstances arising with respect to the content of this press release, unless required by law or the Spotlight Stock Market's regulations for issuers