Metacon AB: Metacon announces outcome in the exercise of warrants of series TO1 and resolves on directed issues to underwriters

Metacon AB (publ) ("Metacon" or the "Company") today announces the outcome of the exercise of warrants of series TO1, which were issued in connection with the Company's rights issue of units during the first quarter of 2024. In total, 104,508,719 warrants of series TO1 were exercised, corresponding to approximately 90.9 percent of the total number of outstanding warrants of series TO1, for subscription of 104,508,719 shares at a subscription price of SEK 0.08 per share. Guarantee commitments of 10,439,555 shares, corresponding to approximately 9.1 percent of the outstanding warrants of series TO1, will thus be utilized. Thus, the board of directors has resolved on a directed share issue of 10,439,555 new shares (the "Directed Issue") to the underwriters CapMate Aktiebolag, Mats Nilsson, Pensys AB, and Tommy Ure (the "Underwriters"). Metacon will receive approximately SEK 9.2 million before issuing costs through the exercise of the warrants of series TO1 and the Directed Share Issue. Furthermore, the board of directors has resolved on a set-off issue of 11,210,503 new shares to the Underwriters to pay the guarantee compensation (the "Compensation Issue" and together with the Directed Issue, the "Share Issues").

The subscription period for exercise of the warrants of series TO1 took place during the period from and including 7 March 2025, up to and including 21 March 2025. The subscription price per share for exercising the warrants of series TO1 was determined to SEK 0.08.

In total, 104,508,719 warrants of series TO1 were exercised for subscription of 104,508,719 shares, meaning that approximately 90.9 percent of all outstanding warrants of series TO1 were exercised for subscription of shares. Through the exercise of warrants of series TO1 and the Directed Issue the Company will receive approximately SEK 9.2 million before issuing costs.

Guarantee commitments of 10,439,555 shares, corresponding to approximately 9.1 percent of the outstanding warrants of series TO1, will thus be utilized. Considering this, the board of directors has resolved on the Directed Issue to the Underwriters. For the guarantee commitments, a guarantee compensation of ten (10) percent of the guaranteed amount is paid in the form of newly issued shares in the Company. Thus, the board of directors has today resolved on the Compensation Issue to pay the guarantee compensation.

Exercised warrants of series TO1 will be replaced and registered on the subscriber's securities depository as interim shares (IA) pending registration with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in Metacon.

The board of directors' decisions on the Share Issues

The board of directors makes the assessment that it is currently for several reasons advantageous for Metacon and the shareholders to raise capital by ensuring the exercise of the warrants of series and to carry out the Directed Issue. The size of the Directed Issue was dependent on the warrant holders exercise of warrants of series TO1. Warrant holders were free to exercise warrants of series TO1 and thereby limit the size of the Directed Issue. The Company further assesses that ensuring the exercise of the warrants of series TO1 and carrying out the Directed Issue can be done at a low cost and with less complexity than other forms of capital raising. In light of this, the board of directors' overall assessment is that the reasons for ensuring the exercise of the warrants of series TO1 and to carry out the Directed Issue with deviation from the shareholders' preferential rights clearly and with sufficient strength outweigh the reasons that justify the main rule that new issues shall be carried out with the shareholders preferential rights.

The reason for deviating from the shareholders' preferential rights in the Compensation Issue is to fulfil the Company's contractual obligation to the Underwriters according to the underwriting agreements. The board of directors also considers it beneficial for the Company's financial position and in the interests of the shareholders to pay the Underwriters' compensation in the form of shares instead of through cash payment, as it frees up funds and strengthens the Company's working capital.

The subscription price in the Share Issues corresponds to the subscription price upon exercise of the warrants of series TO1. The subscription price in the Share Issues has been determined through arm's length negotiations with the Underwriters, in consultation with financial advisors and through analysis of a number of market factors such as the Company's financing needs, opportunity cost for other financing and assessed market interest for an investment in the Company. It is the board of directors' assessment, based on the above factors, that the subscription price reflects current market conditions and current demand. Against this background, the board of directors assesses that the subscription price in the Share Issues is in line with market conditions.

Number of shares, share capital and dilution

Through the exercise of the warrants of series TO1 and the Share Issues, the number of shares in Metacon increases by 126,158,777 shares, from 1,237,430,625 shares to a total of 1,363,589,402 shares. The share capital will increase by SEK 1,261,587.77, from SEK 12,374,306.25 to SEK 13,635,894.02.

For existing shareholders who did not exercise any warrants of series TO1, the dilution amounts to approximately 9.3 percent of the number of shares and votes in the Company (calculated on the number of shares in the Company following the exercise of the warrants and the Share Issues).

Advisers
Pareto Securities is Sole Manager and Bookrunner, Advokatfirman Schjødt is legal adviser to the Company and Baker & McKenzie Advokatbyrå KB is legal adviser to Pareto Securities in connection with the exercise of warrants of series TO1.

For further information, contact:

Christer Wikner

CEO

info@metacon.com

+46 70 7647 389

About Metacon AB (publ)

Metacon AB (publ) develops and manufactures energy systems for the production of fossil-free "green" hydrogen. The products in the Reforming business area are based, among other things, on a patented technology that generates hydrogen through so-called catalytic steam reforming of biogas or other hydrocarbons. The development of Metacon's reforming products is done within the wholly owned subsidiary Metacon S.A in Patras, Greece. The business is focused on catalytic process chemistry and advanced reformers for highly efficient hydrogen production.

Metacon also offers complete electrolysis plants and integrated hydrogen refueling stations, a large and globally growing area for small- and large-scale production of green hydrogen. Electrolysis is a process of driving a chemical reaction to split water by adding electricity. If the electricity used is non-fossil, the hydrogen will also be fossil-free and climate-neutral. Green hydrogen can be used in sectors such as transport, basic industry and the real estate sector, with a better environment and climate as a result. www.metacon.com.

Bergs Securities AB is the Company's Certified Adviser on Nasdaq First North Growth Market. Phone: +46 8 408 933 50. E-mail: info@bergssecurities.se

For further information, see:

www.metacon.com | X: @Metaconab | LinkedIn: www.linkedin.com/company/metaconab

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 Metacon AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus prepared by Metacon AB (publ) in connection with the rights issue and approved by the Swedish Financial Supervisory Authority on 30 January 2024. 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 Metacon AB (publ) 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.