The rights issue in summary

• Purpose: The rights issue is being carried out 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 goal of creating the conditions for Smoltek to achieve positive cash flow from 2027. Issue volume: 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. Upon full subscription, the Company will receive approximately SEK 60.4 million before issue costs.
• Preferential rights: Anyone who is registered as a shareholder in Smoltek on the record date of June 10, 2026 will receive one (1) unit right for each existing share. Nine (9) unit rights entitle to subscribe for one (1) Unit.
• 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.
• Subscription price: SEK 3.00 per Unit, corresponding to SEK 1.50 per share.
• Warrants: 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 of the Company's share during the period from and including January 18, 2027 to and including January 29, 2027, however, not less than SEK 1.75 and not more than SEK 2.50 per share. Subscription of shares with the support of the warrants shall take place during the period from 1 February 2027 to 15 February 2027.
• Minimum Level: The implementation of the Rights Issue is conditional on the subscription, with or without the support of unit rights, amounting to at least 8,048,984 Units, corresponding to approximately 40 percent of the issue amount ("Minimum Level").
• Subscription commitments: The Company has received subscription commitments totaling approximately SEK 15.4 million, corresponding to approximately 25.6 percent of the Rights Issue, from major existing shareholders, personnel, board members and senior executives, including Gramtec Invest, Peter af Geijerstam, Helm Properties AB, PeJo Software AB, Peter Enoksson, Innocreate AS, Farzan Ghavanini, Shafiq Kabir and Gabriel Altby.
• Guarantee commitments: The Company has entered into an agreement on guarantee commitments with Mangold Fondkommission 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 relates to a floor guarantee from 40 percent up to 80 percent of the Rights Issue, while approximately SEK 12.1 million relates to a top guarantee from 80 percent up to 100 percent of the Rights Issue. Mangold Fondkommission has entered into separate put option agreements for a predetermined consideration with a number of individuals and legal entities. According to these agreements, Mangold Fondkommission has the right to transfer any Units allocated to Mangold Fondkommission within the framework of the guarantee commitment at a price corresponding to the subscription price in the Rights Issue. The Company's Chairman of the Board, Oskar Säfström, both privately and through a company, has entered into such a put option agreement. His commitment includes put options for a maximum of 3,350,000 Units, corresponding to approximately SEK 10.0 million.
• Over-allotment issue: In the event that the Rights Issue is oversubscribed, the Board of Directors may decide on a directed issue of a maximum of 6,036,738 Units to a limited number of investors (the "Over-allotment Issue"). The subscription price in the Over-allotment Issue, if implemented, shall be market-based and shall at least correspond to the subscription price in the Rights Issue.

Timetable for the Rights Issue

Advisors
Redeye Corporate Finance and Mangold Fondkommission are acting as financial advisors and Fredersen Advokatbyrå are acting as legal advisors to the Company in connection with the Rights Issue. Mangold Fondkommission is also acting as the issuing agent.

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 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.