Smoltek announces outcome in rights issue

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This press release is an English version of the previously published Swedish version, which has interpretive precedence.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, NEW ZEALAND, RUSSIA, SOUTH AFRICA, CANADA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Smoltek Nanotech Holding AB (publ) (“Smoltek” or the “Company”) announces today the outcome of the Company’s rights issue of units, consisting of shares and warrants of series TO 7, which the board of directors decided on September 21, 2022, and which was approved by the extraordinary general meeting on October 24, 2022 (the “Rights Issue”). The Rights Issue was completed on November 16, 2022, and has been subscribed to a total of 65.0 percent, where approximately 35.2 percent was subscribed through use of unit rights, approximately 2.1 percent was subscribed for without use of unit rights and approximately 27.7 percent was subscribed for by underwriters.

The outcome of the Rights Issuen 
The subscription period in the Rights Issue ended on November 16, 2022. The final outcome shows that a total of 1,206,031 units have been subscribed for through the Rights Issue. 652 666 units were subscribed through use of units rights, which corresponds to approximately 35,2 percent of the Rights Issue. Furthermore, 39 024 units were subscribed for without use of units rights, which corresponds to approximately 2,1 percent of the Rights Issue, and finally 514 341 units were subscribed for by underwriters, which corresponds to approximately 27.7. Each unit in the Rights Issue consist of four (4) new shares and two (2) warrants of series TO 7. Altogether, 4,824,120 new shares and 2,412,060 warrants of series TO 7 has thus been subscribed for.

Through the Rights Issue, the Company will receive approximately SEK 43.4 million before issue costs. Upon full exercise of all warrants of series TO 7, the Company may be provided with an additional capital injection of up to approximately SEK 32.5 million after the exercise period that runs from and including June 5, 2023, up to and including June 19, 2023.

Comment from Håkan Persson, CEO 
” I would like to give a big thank you to both existing and new shareholders. With, the issue proceeds, we now look forward to continuing the development of ultra-thin capacitors and demonstrators for electrolysers, to further prepare Smoltek for commercialization. We are now convinced of Smoltek’s great potential and see an exciting development ahead for the company “ 
Håkan Persson, CEO.

Allocation of units subscribed for without use of unit rights 
Allocation of units subscribed for without the support of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on October 28, 2022, due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.

Shares and share capital 
Through the Rights Issue, the number of shares in the Company increase by 4,824,120 shares, from 9,282,895 shares to 14,107,015 shares and the share capital increase by approximately SEK 574,678.77, from approximately SEK 1,105,856.30 to approximately SEK 1,680,540.48. If all warrants are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 2,412,060 shares, from 14,107,015 shares to 16,519,075 shares, and the share capital will increase with an additional approximately SEK 287,343.88, from approximately SEK 1,680,540.48 to approximately SEK 1,967,884.37.

Warrants of series TO 7 
Each warrant of series TO 7 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) of the Company's share on Spotlight Stock Market during the period from and including May 17, 2023, up to and including May 31, 2023, however a minimum of the share’s quota value (SEK 0.12) and a maximum of SEK 13.50 per share. The subscription period for new shares by exercise of the warrants of series TO 7 will take place from June 5, 2023, up to and including June 23, 2023.

Paid Subscribed Unit (BTU) 
Trading with BTU takes place on Spotlight Stock Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 48, 2022.

Underwriting compensation 
In connection with the Rights Issue, a number of external investors, including Mangold Fondkommission, have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 12 percent of the underwritten amount is paid in cash or alternatively 15 percent of the underwritten amount in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold no later than November 25, 2022. The subscription price for any units issued as underwriting compensation has been set at SEK 36.00 per unit, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 167,092 units may be issued as underwriting compensation to the underwriters.

Advisers 
Mangold Fondkommission AB is the financial advisor to Smoltek in connection with the Rights Issue. MAQS Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue. 

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 77 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 information in this press release does not contain or constitute an offer to acquire, subscribe, or otherwise trade in shares, warrants, or other securities in Smoltek. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Smoltek will only be made through the Prospectus published by the Company on October 28, 2022. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on www.smoltek.com/investors. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants, or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation” and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Smoltek. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed, or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants, or other securities in Smoltek have been registered, and no shares, warrants, or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants, or other securities may be offered, sold, or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants, or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate”, and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

For further information: 
Håkan Persson, CEO of Smoltek Nanotech Holding AB,
E-mail: hakan.persson@smoltek.com  
Phone:
+46 760 52 00 53
Website: www.smoltek.com/investors   

Smoltek develops process technology and concepts for applications based on carbon nanotechnology to solve advanced materials engineering problems in several industrial sectors. The company protects its unique technology through an extensive and expanding patent portfolio consisting of around 100 applied for patents, of which today 77 have been granted. Smoltek's share is listed on the Spotlight Stock Market in Stockholm, Sweden 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.