Smoltek announces final outcome of the rights issue and resolves on directed share issues as compensation to underwriters

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Smoltek Nanotech Holding AB (publ) ("Smoltek" or the "Company") announced on June 24, 2025, the preliminary outcome of the rights issue of shares of up to approximately SEK 32.0 million, resolved by the Board on May 27, 2025, based on the authorization granted by the Annual General Meeting (the “Rights Issue”). The Company hereby announces the final outcome of the Rights Issue, which is identical to the preliminary outcome. The final outcome shows that 68,353,782 shares were subscribed for with and without subscription rights, corresponding to approximately SEK 20.5 million and approximately 64.1 percent of the Rights Issue. The previously communicated minimum subscription level of 42,633,254 shares has thus been achieved. As a result, underwriting commitments corresponding to 18,279,472 shares, or approximately SEK 5.5 million and 17.2 percent of the Rights Issue, will be utilized. The total subscription thus amounts to 86,633,254 shares, corresponding to approximately SEK 26.0 million and 81.3 percent of the Rights Issue. Furthermore, the Board of Smoltek has today, in accordance with the underwriting agreements entered into in connection with the Rights Issue and based on the authorization from the Annual General Meeting on May 14, 2025, resolved on a directed issue of 6,720,000 shares as compensation to underwriters in the Rights Issue (“Compensation Issue 1”). The Board has also, subject to subsequent approval by an Extraordinary General Meeting, resolved on a directed issue of 1,200,000 shares as compensation to the Company’s Chairman of the Board in accordance with the underwriting agreement (“Compensation Issue 2”, and together with Compensation Issue 1, the “Compensation Issues”). A notice of the Extraordinary General Meeting to approve Compensation Issue 2 will be published in a separate press release. The subscription price in the Compensation Issues is SEK 0.30 per share, equal to the subscription price in the Rights Issue. Payment for the shares in the Compensation Issues will be made through set-off of the underwriters’ claims for underwriting compensation, amounting to a total of approximately SEK 2.4 million.

Smoltek's CEO, Magnus Andersson, comments: 
– Smoltek has made great progress in both of our business areas during the spring; ultra-thin capacitors in semiconductors and high-efficiency electrodes for electrolyzers. I am pleased that, despite the tough market conditions, we have succeeded in completing our rights issue. Many thanks to our investors for their trust!

Final outcome of the Rights Issue 
A total of 68,353,782 shares were subscribed for with and without subscription rights, corresponding to approximately 64.1 percent of the Rights Issue. 64,341,216 shares were subscribed for with subscription rights (approximately 60.4 percent), and 4,012,566 shares (approximately 3.7 percent) were subscribed for without subscription rights. The minimum subscription level of 42,633,254 shares was reached. Consequently, underwriting commitments of 18,279,472 shares (approximately SEK 5.5 million and 17.2 percent) were utilized. Total subscription thus amounts to 86,633,254 shares, or approximately 81.3 percent of the Rights Issue.

The Company will receive proceeds of approximately SEK 26.0 million before deduction of transaction costs, which are expected to amount to approximately SEK 2.5 million.

Notice of allocation 
Those who subscribed for shares without subscription rights will be allocated shares in accordance with the principles described in the information document published by the Company on June 4, 2025. Notifications of allocation are expected to be distributed on June 26, 2025, in the form of a settlement note. Subscribed and allocated shares must be paid in cash in accordance with the instructions on the settlement note. Investors who subscribed through a nominee will receive allocation notices in accordance with the procedures of their respective nominees. Only those who are allocated shares will be notified.

The Compensation Issues 
As previously communicated, the underwriters, in accordance with the underwriting agreements, are entitled to underwriting compensation corresponding to eighteen (18) percent of the guaranteed amount, payable in shares.

The Board of Smoltek has resolved, based on the above and the AGM authorization from May 14, 2025, on Compensation Issue 1 to all underwriters except Oskar Säfström. Compensation Issue 2, directed to Chairman of the Board Oskar Säfström (also an underwriter), is subject to approval by an Extraordinary General Meeting.

The reason for the deviation from shareholders’ preferential rights is to fulfill the Company’s obligations under the underwriting agreements. The Board considers it beneficial to the Company’s financial position and in the shareholders’ interest to pay underwriting compensation in shares rather than in cash, thereby freeing up funds to strengthen working capital. It is the Board’s overall assessment that the Compensation Issues are in the interest of both the Company and its shareholders.

The subscription price in the Compensation Issues is SEK 0.30 per share, the same as in the Rights Issue. In Compensation Issue 1, 6,720,000 shares have been subscribed for and allocated. Compensation Issue 2 comprises 1,200,000 shares. Payment will be made through set-off of claims amounting to approximately SEK 2.4 million in total.

Compensation Issue 2 requires approval at an Extraordinary General Meeting because it is directed to the Chairman of the Board. Notice of this meeting will be published separately.

A total of nineteen (19) underwriters will offset claims in the Compensation Issues amounting to approximately SEK 2.4 million. The subscription price was negotiated in connection with the procurement of the underwriting commitments at arm’s length and in consultation with the financial advisor after analysis of market conditions. The Company considers the subscription price and other terms of the Compensation Issues to be on market terms.

Number of shares and share capital 
Through the Rights Issue, the number of shares increases by 86,633,254, from 83,268,088 to 169,901,342, and the share capital increases by SEK 10,320,468.153487, from SEK 9,919,581.808687 to SEK 20,240‚049.962174. The dilution effect is approximately 51.0 percent.

Through the Compensation Issues, the number of shares will increase by an additional 7,920,000 to 177,821,342, and the share capital by SEK 943,495.759442, from 20,240‚049.962174 to SEK 21 183 545,721616 (based on the share capital after the Rights Issue). The additional dilution effect is approximately 4.5 percent.

The total dilution from the Rights Issue and the Compensation Issues is approximately 53.2 percent.

Paid Subscribed Shares (”BTA”) 
Trading in BTAs is expected to begin on June 30, 2025, on Spotlight Stock Market and will continue until the conversion into shares following registration with the Swedish Companies Registration Office, expected in week 27, 2025.

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

For further information  
Magnus Andersson, CEO Smoltek Nanotech Holding AB  
E-mail: magnus.andersson@smoltek.com    
Phone: +46 31 701 03 05 
Website: www.smoltek.com/investors/en  

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.

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