The subscription period in Smoltek’s rights issue starts today

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, NEW ZEALAND, SOUTH AFRICA, SOUTH AFRICA, CANADA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Today, November 2, 2022, the subscription period for Smoltek Nanotech Holding AB:s (“Smoltek” or the “Company”) upcoming rights issue of units, which was announced on September 21, 2022 (the “Rights Issue”), begins. The subscription period in the Rights Issue runs from and including November 2, 2022, up to and including November 16, 2022. However, note that nominees may have a deadline for subscription in the Rights Issue that falls before November 16, 2022.

The Rights Issue in summary:

• Subscription period: November 2, 2022 – November 16, 2022.
• Trade in unit rights: November 2, 2022 – November 11, 2022.
• Preferred rights: For every one (1) share held on the record date of October 31, 2022, one (1) unit right was received and five (5) unit rights entitle to subscription of one (1) unit.
• Unit: One (1) unit contains four (4) newly issued shares and two (2) warrants of series TO7.
• Subscription price: SEK 36.00 per unit, corresponding to SEK 9.00 per share. The warrants are received free of charge.
• Issue proceeds: In the event of full subscription in the Rights Issue, the Company will receive approximately SEK 66,8 million before issue costs and in the event of full exercise of the warrants, the Company will receive an additional maximum of approximately SEK 50,1 million before issue costs.
• Underwritten level: The rights issue is underwritten to approximately 65 percent through subscription and underwriting commitments.

Subscription with preferential rights

The shareholders or representatives of shareholders who, on the record date of October 31, 2022, were registered in the share register maintained by Euroclear Sweden AB (“Euroclear”) and on behalf of the Company, directly registered shareholders, receive a pre-printed issue report with attached payment advice from Euroclear. In the event that a different number of unit rights than those stated in the preprinted issue report are used for subscription the special application form, which is available on the company’s website https://www.smoltek.com/emission-2022/investors/ (site is in Swedish) and Mangold's website https://emission.mangold.se/, shall be used as a basis for subscription by cash payment.

Shareholders whose holdings of shares in the Company were nominee-registered with a bank or other nominee on the record date do not receive an issue report or a special application form from Euroclear. Subscription and payment must then instead take place in accordance with instructions from the respective trustee.

Subscription without preferential rights

Notification of subscription without preferential rights by a trustee is made in accordance with instructions from the respective trustee. For subscription through an endowment insurance or an investment savings account, please contact your manager. Registration for subscription without preferential rights in other respects is done by sending a registration form by e-mail to Mangold or alternatively by electronic subscription with Bank ID on Mangold's website. Registration form and electronic subscription are available on Mangold's website https://emission.mangold.se/.

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.

For further information

Håkan Persson, CEO at Smoltek Nanotech Holding AB 
E-mail: hakan.persson@smoltek.com   
Phone: +46 760 52 00 53 
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 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 September 14, 2022. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on https://www.smoltek.com/emission-2022/investors/ (site is in Swedish). 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 2 k 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, Canada, Hong Kong, Japan, New Zealand, 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.