Smoltek Nanotech Holding AB: The board of directors of Smoltek has decided on an offset issue to Qamcom

Smoltek announced by press release on March 9, 2023, that the Company has signed a collaboration agreement with Qamcom with the aim of ensuring continued high pace in technology and product development for the Company's two business areas, semiconductors and hydrogen (the "Collaboration Agreement"). Through the Collaboration Agreement, Smoltek receives access to experienced technical consultants with specific competencies to the necessary extent. According to the remuneration model of the Collaboration Agreement, Smoltek shall make a cash payment to Qamcom for its net cost for the consultants utilized during a certain calendar month. The difference between the net cost and the market price for the consulting services shall then be recorded as a liability and such liability shall then be settled through future directed new issues to Qamcom with payment by offsetting Qamcom's outstanding receivables.

Considering the above, the Board of Directors has today decided on the Offset Issue, which comprises a total of 727,783 shares in the Company, with the support of authorization from the Annual General Meeting on May 14, 2025. Qamcom will pay for the shares by setting off all its claims against the Company that have arisen from December 1, 2024, until November 30, 2025.

The subscription price in the Offset Issue amounts to SEK 0.421202473814310. The basis for the subscription price is the terms and conditions agreed upon by the Company and Qamcom in the Cooperation Agreement. The subscription price has been determined by considering the volume-weighted average price of Smoltek's share during the calendar month to which the respective cost is attributable. In the issue decision, the determined costs for each month and the prices individually have been summed up. The Board of Directors considers the terms and conditions in the agreement with Qamcom to be market-based.

The reason for the deviation from the shareholders' preferential rights is to fulfill the Company's contractual obligations towards Qamcom in accordance with the entered into Cooperation Agreement, which is in the best interests of the Company and the shareholders.

Number of shares, share capital and dilution  
The shares issued in the Offset Issue have a dilution effect of approximately 0.4 percent based on the total number of shares and votes in the Company after the Offset Issue. Through the Offset Issue, the number of outstanding shares in the Company increases by 727,783 shares, from 180,071,342 shares to 180,799,125 shares, and the Company's share capital increases by SEK 86,699.51695626470, from SEK 21,451,584.289639 to SEK 21,538,283.80659530.

For further information  
Magnus Andersson, CEO of Smoltek Nanotech Holding AB  
E-mail: magnus.andersson@smoltek.com   
Phone: +46 317 01 03 05  
Website: www.smoltek.com/investors/en  

About Smoltek 
Smoltek Nanotech Holding is a deeptech company that provides a technology that enables the production of conductive nanostructures on various materials. The company's nanostructure manufacturing technology can be used in several industrial sectors. Customers are found in the global process industry and semiconductors. The products that the company develops are used in equipment to produce fossil-free hydrogen and in semiconductors to further miniaturize microchips. The company protects its unique carbon nanotechnology through an extensive patent portfolio. Smoltek's share is listed on the Spotlight Stock Market 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.

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This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any offer of securities to the public in any Member State of the EEA, and no prospectus has been or will be prepared in connection with the Offsetting Issue. In each EEA Member State, this announcement is addressed only to "qualified investors" in that Member State as defined in the Prospectus Regulation.

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In the United Kingdom, this document, and other materials relating to the securities referred to herein, are being distributed and directed only to, and any investment or investment activity relating to this document is only available to and will only be available to, "qualified investors" who are (i) persons who have professional experience in investment-related activities and who fall within the definition of "professional investors" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth persons as referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is only available in the United Kingdom to relevant persons and will only be undertaken with relevant persons. Persons who are not relevant persons should not take any action based on, or act or rely on, this press release.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in new shares. An investment decision to acquire or subscribe for shares in connection with the Offsetting Issue may only be made based on publicly available information regarding the Company and the Company's shares.

This press release does not constitute a recommendation for any investor's decision regarding the Offset Issue. Each investor or potential investor should conduct a self-investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past results are not a guide to future results. Neither the content 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 constitute a violation of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements 
This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negations thereof, or similar expressions that imply indications or predictions regarding future developments or trends, and which are not based on historical facts. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will occur or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those expressed in the forward-looking statements. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, beliefs and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that exist with respect to the contents of this press release, unless required by law or applicable issuer regulations.