Smoltek publishes information memorandum in connection with rights issue of shares

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, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Smoltek Nanotech Holding AB (publ) (“Smoltek” or “Company”) has prepared an information memorandum (the “Memorandum”) for the forthcoming rights issue of shares with preferential rights for existing shareholders (the "Rights Issue"), which the board of directors resolved on May 22, 2024, based on the authorization from the annual general meeting on May 14, 2024. The Memorandum was approved by Spotlight Stock Market today, May 30, 2024. The Memorandum is now available on the Company’s website www.smoltek.com/investors/en and will also be made available on Mangold Fondkommission’s website www.mangold.se and on Spotlight Stock Market's website www.spotlightstockmarket.com.

The Memorandum has been prepared in connection with the forthcoming Rights Issue and has today, May 30, 2024, been approved by Spotlight Stock Market. The Memorandum, containing complete terms and conditions, will be available on the Company’s website, www.smoltek.com/investors/en and on Mangold Fondkommission’s website, www.mangold.se and on Spotlight Stock Market’s website www.spotlightstockmarket.com. Information about the Rights Issue will be made available on the Company's website and on Mangold Fondkommission AB’s website in connection with the beginning of the subscription period.

Preliminary timetable for the Rights Issue

• May 31–June 12, 2024: Trading with subscription rights (TR) on Spotlight Stock Market (provided that the minimum level in the Rights Issue is reached)
• May 31–June 17, 2024: Subscription period for the Rights Issue
• June 17, 2024: Publication of preliminary outcome of the Rights Issue
• June 19, 2024: Publication of final outcome of the Rights Issue
• Week 26–week 28, 2024: Trading with paid subscribed shares (BTA) on Spotlight Stock Market (provided that the minimum level in the Rights Issue is reached)

Advisors 
Mangold Fondkommission AB is the financial advisor and issuing agent 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 of Smoltek Nanotech Holding AB
E-mail: [email protected]  
Phone: +46 317 01 03 05
Website: www.smoltek.com/investors/en  

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 development of advanced chips and the development of green energy production, which has resulted in the Company's two 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 other advanced electronic components. In the hydrogen business area, a highly efficient cell material is being developed for use in PEM electrolyzers 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 79 are currently granted patents. The company's stock is listed on the Spotlight Stock Market. For more information, go to www.smoltek.com/investors/en.

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. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Smoltek in any jurisdiction, In neither from the Company nor anyone else. The invitation to interested persons to participate in the Rights Issue will only take place through the Information memorandum that the Company intends to publish in connection with the Rights Issue.

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. An information memorandum, not a prospectus, regarding the Rights Issue referred to in this press release will be prepared and published by the Company before the subscription period in the Rights Issue begins.

This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

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

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.

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.

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 Spotlight’s rule book for issuers.