Summary

• The purpose of the Rights Issue is to accelerate commercialization and industrial scale-up, in accordance with the Company's strategy to enter into service and license agreements (SLA) and joint development agreements (JDA) with the objective of creating conditions for Smoltek to reach positive cash flow from 2027 onwards.
• Anyone who, on the record date of 10 June 2026, is entered in the share register maintained by Euroclear Sweden AB has preferential rights to subscribe for Units in the Rights Issue.
• For each existing share held on the record date, one (1) unit right is obtained. Nine (9) unit rights entitle you to subscribe for one (1) Unit. Each Unit consists of two (2) shares and one (1) warrant of series TO 9. The warrants are issued free of charge.
• The subscription price has been set at SEK 3.00 per Unit, corresponding to SEK 1.50 per share.
• Each warrant of series TO 9 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 80 percent of the volume-weighted average price for the Company's share during the period from and including January 18, 2027 to and including January 29, 2027, but at least SEK 1.75 and at most SEK 2.50 per share. Subscription of shares with the support of warrants of series TO 9 must take place in accordance with the terms of the warrants during the period from and including February 1, 2027, to and including February 15, 2027.
• Provided that the Minimum Level is achieved, the Rights Issue is covered by subscription obligations and guarantee commitments which together aim for the Rights Issue to achieve a total subscription rate of 100 percent, corresponding to approximately SEK 60.4 million.
• Existing shareholders, board members and senior executives have, through subscription obligations, undertaken to subscribe for Units in the Rights Issue for a total of approximately SEK 15.4 million, corresponding to approximately 25.6 percent of the Rights Issue.
• Of the subscription commitments submitted, approximately SEK 8.0 million, corresponding to approximately 13.2 percent of the Rights Issue, is intended to be paid by offsetting loans.
• Guarantee commitments have been provided for a total of approximately SEK 36.2 million, corresponding to approximately 60 percent of the rights issue. Of this, approximately SEK 24.1 million refers to a bottom guarantee from 40 percent up to 80 percent of the Rights Issue, while approximately SEK 12.1 million refers to a top guarantee from 80 percent to 100 percent of the Rights Issue.
• If the rights issue is fully subscribed, Smoltek will receive issue proceeds of approximately SEK 60.4 million before issue costs, which are estimated to amount to SEK 8.1 million. In addition, the Company can receive an additional maximum of SEK 50.3 million (before issue costs) upon full exercise of warrants of series TO 9.
• Through the rights issue, a maximum of 40,244,922 new shares can be issued, implying a dilution of approximately 18.2 percent. If the rights issue is fully subscribed and all warrants of series TO 9 are used for subscription of new shares, a maximum of 20,122,461 additional shares will be issued, which means a further dilution of approximately 8.3 percent.
• In the event that the Rights Issue is oversubscribed, the board may decide, with the support of the authorization of the Annual General Meeting, on a directed issue of a maximum of 6,036,738 Units to a limited number of investors (Over-allotment issue). If the board decides on the Over-allotment issue, this means a further dilution of a maximum of approximately 5.2 percent attributable to the shares, and a further maximum of approximately 2.5 percent attributable to the warrants in the event that these are used to subscribe for new shares. The subscription price in the Over-allotment issue, if carried out, must be market-based and must at least correspond to the subscription price in the Rights issue.
• The subscription period in the Rights Issue is estimated to run from and including 12 June 2026 to and including 26 June 2026.

Background and motive

Smoltek is a Swedish nanotechnology company that develops advanced material and component solutions based on its own patent-protected technology platform for the controlled growth of carbon nanofibers (Carbon Nanofibers, CNF). By controlling the growth of vertical carbon nanofibers on various materials, the company can create extremely thin, conductive and surface-efficient structures with properties that are particularly attractive in semiconductor and energy applications. The technology components with high performance, miniaturization and improved energy efficiency - areas where demand is driven by global megatrends such as AI, electrification and energy transition.

Smoltek's technology platform is commercialized through two business areas. The subsidiary Smoltek Semi focuses on the semiconductor industry and develops ultra-thin capacitor solutions for the advanced chip architectures of the future. By using carbon nanofibres, the company can create capacitors with high capacitance on a very small surface area, which addresses critical needs in AI processors, mobile communication and advanced electronics, among others.

The subsidiary Smoltek Hydrogen uses the same technology platform in hydrogen and electrochemical applications. Among other things, components for electrolysers are developed here, where carbon nanofiber technology can contribute to lower material consumption, higher efficiency and reduced costs by reducing the need for precious metals such as iridium. The ambition is to enable more cost-effective production of green hydrogen and thereby address a rapidly growing global market in sustainable energy.

Smoltek's strategy is based on commercialization through industrial partnerships. In semiconductors, Smoltek Semi collaborates with Taiwanese ITRI for the production and customer validation of the Company's CNF-MIM capacitors, while Smoltek Hydrogen together with Heraeus Precious Metals develops and industrializes the Company's porous transport electrode (PTE) for PEM electrolysers.

The company works continuously with prototypes, technical validations and customer dialogues with the aim of entering into service, license and joint development agreements (SLA/JDA) to accelerate the commercialization of the technology.

The rights issue constitutes the last step in the financing plan of approximately SEK 100 million that the board presented in December 2024. The board assesses that the issue is necessary to strengthen the Company's financial position and enable continued technology development, investments in industrialization as well as intensified work in sales, business development and partner dialogues. The capital injection aims to finance the next phase of Smoltek's commercialization and create the conditions to reach a positive cash flow from 2027 onwards.

The net cash of approximately SEK 52.3 million (of which approximately SEK 8.0 million will be added by offsetting loans) is intended to be used for the following purposes, in order of priority:

• Customer-driven development, product adaptations and packaging
• Research and development
• Investments in fixed assets and equipment linked to industrialization and prototyping
• Sales, business development and commercialization activities
• Working capital for the Company's ongoing operations

The rights issue

Anyone who is registered as a shareholder in Smoltek with Euroclear Sweden AB on the record date of 10 June 2026 receives one (1) unit right for each existing share. Nine (9) unit rights entitle you to subscribe for one (1) Unit. Each Unit consists of two (2) newly issued shares and one (1) warrant of series TO 9. The warrants are issued free of charge. In addition, it will be possible to register for the subscription of Units without the support of unit rights.

The Rights Issue comprises a maximum of 20,122,461 Units, corresponding to a maximum of 40,244,922 new shares and 20,122,461 warrants of series TO 9. If fully subscribed, the Rights Issue will bring the Company approximately SEK 60.4 million before issue costs. The subscription price has been set at SEK 3.00 per Unit, corresponding to SEK 1.50 per share.

Each warrant of series TO 9 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 80 percent of the volume-weighted average price for the Company's share during the period from and including January 18, 2027 to and including January 29, 2027, but at least SEK 1.75 and at most SEK 2.50 per share. Subscription of shares with the support of the warrants must take place during the period from and including February 1, 2027, to and including February 15, 2027.

The subscription period in the Rights Issue is estimated to run from and including June 12, 2026, to and including June 26, 2026. Unit rights that are not used during the subscription period will then expire and become worthless. Trading in unit rights will take place on the Spotlight Stock Market from and including 12 June 2026 to and including 23 June 2026. Trading in paid subscribed Units (BTUs) will take place, provided that the Minimum Level in the Rights Issue is achieved, from and including 1 July 2026 to and including around week 28 2026.

If not all Units are subscribed with the support of unit rights, the board must, within the framework of the Rights Issue's maximum amount, decide on the allocation of Units subscribed without the support of unit rights. Allocation must then take place as follows:

• in the first place, allocation must take place to those who subscribed for Units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of unit rights that were used for subscription and, to the extent that this cannot be done, by lottery,
• in the second instance, allocation must take place to others who have registered for the subscription of Units without the support of unit rights. In the event that these cannot receive full allocation, allocation shall be made pro rata in relation to the number of Units that each has registered for subscription and, to the extent that this cannot be done, by lottery,
• thirdly and lastly, any remaining Units must be allocated to the parties who undertook to guarantee the Rights Issue, in proportion to the guarantee commitments made.

Special conditions regarding the rights issue's design

Shareholders and other potential investors should note that the Rights Issue is subject to a minimum level for implementation. In order for the Rights issue to be carried out, the subscription, with or without the support of unit rights, must amount to at least 8,048,984 Units, corresponding to approximately 40 percent of the issue amount and approximately SEK 24.1 million. If the Minimum Level is not reached, the Rights Issue will not be carried out.

If the Rights Issue is not carried out because the Minimum Level has not been reached, the issue proceeds paid will be refunded to the subscribers. Trading with BTU will only be started on the condition that the Company announces that the Lowest Level has been reached.

Please note that cash paid for unit rights acquired on the market will not be refunded if the Rights Issue is not carried out. Investors who acquire unit rights on the market thus risk losing the entire amount paid for these rights.

The chosen issue structure aims to create good conditions for both existing shareholders and new investors. Assuming that the Rights Issue is carried out according to plan, the issue proceeds are deemed to enable continued commercialization and industrial scale-up, including work linked to service and license agreements (SLA), joint development agreements (JDA) and other strategic initiatives in line with the Company's long-term strategy to achieve positive cash flow from 2027.

Preliminary schedule for the Rights Issue

Underwriting obligations and guarantee commitments

The rights issue is covered by subscription obligations and guarantee commitments which together aim to achieve a subscription rate of up to 100 percent of the rights issue, corresponding to approximately SEK 60.4 million.

Existing shareholders, board members and senior executives have entered into subscription obligations totaling approximately SEK 15.4 million, corresponding to approximately 25.6 percent of the Rights Issue.

Payment of Units corresponding to approximately SEK 8.0 million of the subscription commitments, corresponding to approximately 13.2 percent of the Rights Issue, is intended to be carried out by offsetting loans provided by, among others, David Gramnaes (through Gramtec Invest AB), Oskar Säfström (through Helm Properties AB) and Magnus Andersson (through Innocreate AS) under the loan agreements that the Company previously announced through press releases on February 11, 2026 and April 20, 2026. After that has taken place, the Company's remaining debt under the aforementioned loan agreement is estimated to amount to a total of approximately SEK 10.7 million.

Furthermore, Mangold Fondkommission has provided guarantee commitments on customary terms, which in total amount to approximately SEK 36.2 million, corresponding to approximately 60 percent of the Rights Issue. Of this, approximately SEK 24.1 million refers to a bottom guarantee from 40 percent up to 80 percent of the Rights Issue, while approximately SEK 12.1 million refers to a top guarantee from 80 percent to 100 percent of the Rights Issue. Mangold Fondkommission has the necessary permission to act as an issue guarantor and has entered into separate put option agreements against a predetermined fee with a number of natural and legal persons according to which Mangold Fondkommission has the right to sell any Units that are allocated to Mangold Fondkommission in the Rights Issue within the framework of its guarantee commitment at a price corresponding to the subscription price in the Rights Issue.

Guarantee compensation is paid in cash and amounts to 10 percent of the guaranteed amount within the framework of the bottom guarantee and 10 percent of the guaranteed amount within the framework of the top guarantee. No compensation is paid for the subscription obligations entered into.

None of the above-mentioned subscription commitments or guarantee commitments are secured by bank guarantee, blocked funds, pledging or similar arrangements.

Over-allotment issue

In addition to the Rights issue, the board can decide on the Over-allotment issue as a directed issue with the support of the authorization from the Annual General Meeting on May 12, 2026. The over-allotment issue amounts to a maximum of 6,036,738 Units. The subscription price in the Over-allotment issue, if carried out, must be market-based and must at least correspond to the subscription price in the Rights issue.

The over-allotment issue can be used if the Rights Issue is oversubscribed. The board may, at its discretion, use the Over-allotment Issue to enable further capital injections. Allotment in the Overallotment issue shall primarily be given to strategic and/or qualified investors.

Change in number of shares and share capital and dilution

Upon full subscription in the Rights Issue, the number of shares in the Company will increase by a maximum of 40,244,922 shares, from 181,102,155 shares to 221,347,077 shares, and the share capital will increase by a maximum of approximately SEK 4,794,307.23, from approximately SEK 21,574,383.24 to approximately 26,368 SEK 690.47, corresponding to a dilution of approximately 18.2 percent of the capital and votes in the Company.

In the event of full exercise of all warrants of series TO 9 that can be issued within the framework of the Rights Issue, the number of shares may increase by a further maximum of 20,122,461 shares, to a total of a maximum of 241,469,538 shares, and the share capital may increase by a further maximum of approximately SEK 2,397,153.61, to a total maximum of approximately SEK 28,765,844.08. This corresponds to a further dilution of approximately 8.3 percent. The total dilution, assuming full subscription in the Rights Issue and full utilization of all warrants of series TO 9 that can be issued within the scope of the Rights Issue, thus amounts to approximately 25.0 percent of the capital and votes in the Company.

In the event that the Rights issue is fully subscribed, and the board decides on the Over-allotment issue, a maximum of 6,036,738 Units can be issued, corresponding to a maximum of 12,073,476 shares and 6,036,738 warrants of series TO 9. This would mean that the number of shares in the Company increases by a maximum of 12,073,476 shares and that the share capital increases by a maximum of approximately 1 SEK 438,292.10, corresponding to a further dilution of approximately 5.2 percent of the capital and votes in the Company. In the event of full utilization of the warrants of series TO 9 issued within the framework of the Over-allotment issue, the number of shares may increase by a further maximum of 6,036,738 shares and the share capital may increase by a further maximum of approximately SEK 719,146.05, corresponding to a further dilution of approximately 2.5 percent of the capital and votes in the Company.

The maximum dilution effect through the Rights issue and the Over-allotment issue thus amounts to approximately 22.4 percent excluding full exercise of all warrants of series TO 9, and to approximately 30.2 percent including full exercise of all warrants of series TO 9.

Information document

No prospectus will be drawn up in connection with the Rights Issue. The company will prepare and publish a simplified information document (the "Information Document") in accordance with Spotlight Stock Market's issuer regulations. The information document will be available on the Company's website no later than June 9, 2026.

Advisor

Redeye Corporate Finance and Mangold Fondkommission act as financial advisors and Fredersen Advokatbyrå acts as legal advisor to the Company in connection with the Rights Issue. Mangold Fondkommission also acts as issuing institution.

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  

About Smoltek

Smoltek Nanotech Holding is a public technology company that provides a technology that enables the production of conductive nanostructures on various materials. The company's technology multiplies the actual surface area for electrical and chemical processes and can be used in several industrial sectors. Customers are found in semiconductors and the global process industry. The products that the company develops are used as infrastructure components for stable power supply to microchips as well as electrodes and coating of surface structures in applications for the production and use of fossil-free hydrogen. The company protects its carbon nanotechnology through an extensive patent portfolio. Smoltek's share is listed on the Spotlight Stock Market under the ticker symbol 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.

Important information

Publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions. Recipients of this press release in the jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable regulations of the respective jurisdiction. This press release does not constitute an offer to acquire or subscribe for shares or other securities issued by the Company, either from the Company or from anyone else, in any jurisdiction where such offer or such invitation would be contrary to applicable regulations or require additional registration or other measures.

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. No prospectus has been drawn up or will be drawn up in connection with the Rights Issue. In each EEA Member State, this notice is addressed only to "qualified investors" in that Member State as defined in the Prospectus Regulation.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without application of an exemption from registration, under the then-current U.S. Securities Act of 1933 ("Securities Act"), and may not be offered or sold in the United States without being registered, subject to an exemption from, 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, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in 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 such publication, publication or distribution of this information would be in conflict with current regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.

In the United Kingdom, this document, and other materials relating to the securities referred to herein, are distributed and directed only to, and an investment or investment activity relating to this document is only available to, and will only be exercised by, "qualified investors" who are (i) persons who have professional experience in activities relating to investment and who fall within the definition of "professional investors" in section 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("The Order"); or (ii) high net worth persons referred to in Article 49(2)(a)-(d) of the Order (all such persons being collectively referred to as "relevant persons"). An investment or an investment measure to which this notice relates is available in the UK only to relevant persons and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it.

This press release neither identifies nor purports to identify any risks (direct or indirect) that may be associated with an investment in new shares. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance is given regarding the information in this press release regarding its accuracy or completeness. An investment decision to acquire or subscribe for shares in connection with the Rights Issue may only be made based on publicly available information regarding the Company and the Company's shares.

Failure to follow these instructions may constitute a violation of the Securities Act or applicable laws in other jurisdictions.

The company assesses that it conducts activities worthy of protection according to the Act (2023:560) on the review of foreign direct investments ("FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be subject to notification. If an investment is subject to notification, it must be notified to the Inspectorate for Strategic Products (ISP) before it is carried out. An investment may be subject to notification if the investor, someone in his ownership structure or someone on whose behalf the investor acts, after the investment is carried out, holds votes corresponding to or exceeding any of the limit values ​​of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. The investor may be charged an administrative penalty fee if an investment that is subject to notification is carried out before the ISP either: i) decides to leave the notification without action, or ii) approves the investment. Each investor should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual investor.

Forward-looking statements

This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding 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 the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several 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 assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may 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, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight Stock Market's issuer regulations.