Smoltek’s directed issue of convertible debentures was fully subscribed

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

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Smoltek Nanotech Holding AB (publ) (“Smoltek” or the “Company”) announces today, 21 January 2025, that the directed issue of convertible debentures that the extraordinary general meeting resolved on 9 January 2025 has been fully subscribed. Smoltek thus receives approximately SEK 19 million before issue costs.

The extraordinary general meeting on 9 January 2025 resolved that the Company would raise a convertible loan of a nominal maximum of SEK 20 million through a directed issue of convertible debentures (the “Convertible Issue”). The right to subscribe for the convertible debentures in the Convertible Issue was granted to a few professional investors who had been notified in advance, including Gramtec Invest AB, Oskar Säfström and Enoaviatech AB. The subscription price for the convertible debentures corresponded to 95 per cent of the nominal amount of the convertible debentures.

The outcome shows that convertible debentures were subscribed for a total nominal amount of SEK 20 million in the Convertible Issue, corresponding to a subscription rate of 100 per cent. The Convertible Issue was thus fully subscribed and Smoltek receives approximately SEK 19 million before issue costs.

The convertible debentures  
The convertible debentures carry an annual interest rate of twelve (12) per cent and have a maturity date of January 31, 2027. The convertible debentures give the lenders a right to convert the loan into shares in the Company at a subscription price of SEK 0.42 during its term. If the convertible debentures are not converted by January 31, 2026, at the latest, the conversion price will be increased by ten (10) per cent and the new conversion price from February 1, 2026, will be SEK 0.46. The convertible debentures are otherwise subject to recalculation, including if the Company carries out a new issue of shares during the term of the convertible debentures.

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

Smoltek develops new products with disruptive performance, based on nanotechnology, which solve advanced material engineering challenges in several industrial sectors. Today, the company operates in two business areas: semiconductors and hydrogen. Smoltek protects its unique carbon nanotechnology through an extensive patent portfolio consisting of more than 110 applied for patents, of which 92 are currently granted. The company's share is listed on the Spotlight Stock Market under the short name SMOL. Smoltek is a development company and forward-looking statements regarding time to market, production volume and price levels are to be interpreted as forecasts and not commitments.

Important information 
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer, or the solicitation of an offer, to acquire or subscribe for securities issued by the Company, neither by the Company or anyone else, in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

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. The Company has not authorised any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Convertible Issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.

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, Switzerland, Singapore, South Africa, South Korea, 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.

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.

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 the new shares. Any investment decision to acquire or subscribe for shares in connection with the Convertible Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares.

This press release does not constitute a recommendation for any investors’ decisions regarding the Convertible Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.

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

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 Nasdaq Stockholm’s rule book for issuers.