Smoltek Nanotech Holding AB (publ) intends to carry out a directed issue of shares and warrants of approximately SEK 14 million

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

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The board of Smoltek Nanotech Holding AB (publ) ("Smoltek" or the "Company") has today, December 6, 2023, decided that the Company shall explore the conditions to carry out a directed issue of shares and warrants of approximately SEK 14 million (the "Directed Issue") through an accelerated book building procedure. The Company also intends to, if the Directed Issue is completed, resolve to issue additional warrants which will be allotted to current shareholders.

The subscription price and the number of newly issued shares and warrants in the Directed Issue shall be determined through an accelerated book building procedure commencing immediately after the publication of this press release and expected to be completed before trading commences on Spotlight Stock Market on 7 December 2023. The outcome of the Directed Issue will be announced immediately after the completion of the accelerated book building procedure. The timing of closing, pricing, and allocation will be determined by the Company, which may at any time decide to cancel, shorten, or extend, as well as, wholly or partly, refrain from completing the Directed Issue.

Prior to the decision to investigate the conditions for the Directed Issue, the Board of Directors has carefully considered alternative financing solutions, including the conditions for carrying out a rights issue. However, the Company´s board has found, in an overall assessment and after careful consideration, that an issue with deviation from the shareholders' preferential rights is the most favorable for the Company and its shareholders. The board's assessment is based on the fact that an issue with a deviation from the shareholders' preferential right enables the Company to potentially broaden the owner base with certain additional qualified investors, which the board considers will be able to provide necessary support in the Company's continued development and growth. A rights issue is estimated 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 reduced time required for the issue process means, among other things, a reduced exposure to price fluctuations on the stock market, that the opportunity is given to benefit from a possible interest in the Company's share from qualified investors, and that the Company's management and board faster can focus on the Company's continued development. In its assessment, the board has also taken into account 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 not judged to be beneficial for either the Company or its current shareholders. In light of the above, the board has made the assessment that the Directed Issue with deviation from the shareholders' preferential rights is the most advantageous alternative for Smoltek and that the reasons for carrying out a possible directed issue outweigh the reasons that justify the main rule that new issues must be carried out with preferential rights for the shareholders.

As the subscription price in the Directed Issue is intended to be determined through an accelerated book building procedure, it is the board’s assessment that the subscription price in the Directed Issue will reflect market terms and conditions.

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

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.