Pressemeddelelse

The exercise price for the warrants of series TO1 in Freemelt has been determined to SEK 0.90 and the subscription period commences on 2 June 2026

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

Freemelt Holding AB (publ) ("Freemelt" or the "Company") completed a rights issue of units during the first quarter of 2025. One (1) unit consisted of six (6) newly issued shares and two (2) warrants of series TO1. Each warrant gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO1 is to be determined to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market during the measurement period, from 18 May 2026 up to and including 29 May 2026, however not lower than the quota value and not higher than SEK 1.33 per share. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 1.28, therefore, the exercise price for the warrants of series TO1 is SEK 0.90. The subscription period for warrants of series TO1 runs from 2 June 2026 up to and including 16 June 2026.

If all the warrants of series TO1 are exercised, the Company will receive approximately SEK 36.0 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than 16 June 2026 or sell the warrants no later than 12 June 2026. Please observe that certain nominees might close their application earlier than 16 June 2026.

Complete terms and conditions for the warrants and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 4 February 2025, is available at the Company's webpage, www.freemelt.com. The prospectus is also available on the Swedish Financial Supervisory Authority’s webpage, www.fi.se.

Summarized terms for the warrants of series TO1

  • Subscription period: 2 – 16 June 2026.
  • Last day of trading warrants of series TO1: 12 June 2026.
  • Issue volume: 39,999,998 warrants of series TO1, which entitles to subscription of 39,999,998 shares. If all warrants are exercised, the Company will receive approximately SEK 36.0 million before issuing costs.
  • Exercise price: SEK 0.90 per share.
  • Dilution: Upon full exercise of the warrants of series TO1, the number of shares increase by 39,999,998 shares, from 188,755,549 to 228,755,547 and the share capital increase by SEK 1,999,999.90, from SEK 9,437,777.45 to SEK 11,437,777.35. In the event that all warrants of series TO1 are exercised, the dilution amounts to approximately 17.5 percent of the number of shares and votes in the Company.

Please note that warrants that are not exercised no later than 16 June 2026, or not sold no later than 12 June 2026, will expire without value. For warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.

How warrants are exercised
Nominee-registered warrants (Custody account):
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account):
No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The application form including instructions for payment will be available at the Company’s webpage, www.freemelt.com, and on Nordic Issuing’s webpage, www.nordic-issuing.se.

Outcome
The outcome of the exercise of warrants will be published via a press release on or around 18 June 2026. Shares that have been subscribed and paid for will be registered on the subscriber's securities depository as interim shares (IA) until registration of the issue has been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in Freemelt.

Advisers
Pareto Securities is Sole Manager and Bookrunner and Advokatfirman Schjødt is legal adviser to the Company in connection with the exercise of warrants.

Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, Singapore or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the prospectus prepared by the Company in connection with the rights issue and approved by the Swedish Financial Supervisory Authority on 4 February 2025. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of the Company or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or current expectations about and targets for the Company's future results of operations, financial condition, development, 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 the fact that they contain 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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.