Smoltek Nanotech Holding AB: Smoltek has obtained subscription undertakings regarding convertible loans and entered into a conditional agreement on financial advisory

Background information 
Since summer, Smoltek has been conducting dialogues with potential industrial and financial investors within the tender process announced by the Company in May 2024. The impressions so far are that the Company's technology and future products are perceived as very interesting, and that the investors, in connection with taking the next step, want more detailed technical and commercial validation. At the same time, validation of the Company's product prototypes is ongoing with potential industrial players in the Company's two business areas, semiconductors and hydrogen, following major technological advances made during the year. New promising commercial contacts have also been established.

All in all, this has led the Board of Directors to conclude that the best for the Company and its shareholders is not to prioritize a divestment of parts or all of the Company or its group, but instead to build on the progress made to make the Company's values more visible. The ambition is to achieve recurring revenues and, in the long term, profitability within a reasonable timeframe and with predictable financing. The assessment is that this can be achieved through continued focus on ongoing projects and market development, as well as targeted efforts towards investors who want to participate in this value growth.

The plan to profitability 
The Company's updated business plan, based on current customer contacts and technology development, shows good conditions for achieving profitability in the coming years. Revenues are expected to be generated through the delivery of prototypes and products in smaller volumes starting in 2025, and not least through recurring license and service revenues. A prerequisite for this business and value development is that the Company succeeds in securing sufficient financing until profitability is achieved. The Company today announces that its goal is to secure financing totalling approximately SEK 100 million in the future through a combination of one or more directed issues and a complementary debt financing. The Convertible Debentures amounting to a maximum of SEK 20 million constitute the first step in this financing strategy. In addition, the Company sees good opportunities for public funding through EU or national development programs in its technology areas. Initial contacts have already been made with advisors, potential investors and financial institutions regarding the next phase of the financing and it is the Company's good hope, including through the conclusion of the Agreement, that the now stated financing strategy will be achieved. Additional financing beyond the Commitments and the oral letters of intent stated below has not yet been confirmed, but the work of securing additional financial resources is ongoing.

Subscription undertakings and the Convertible Debentures  
As a first step in the plan to finance Smoltek in the long term, Smoltek can announce that the Company has received the Commitments from the existing shareholder Oskar Säfström and from Gramtec Invest, a newly formed subsidiary of one of the Company's major shareholders, Gramtec Business Partner AB. The Commitments amount to a total of SEK 6 million and are conditional upon the total amount of the Convertible Debentures being at least SEK 12 million. In addition to the Commitments, the Company has received oral, non-binding letters of intent amounting to approximately SEK 2 million. The Board of Directors intends to convene an Extraordinary General Meeting and thereby propose that the meeting resolves that the Company raises the Convertible Debentures, directed to Oscar Säfström, Gramtec Invest and any additional pre-approved professional investors that the Company identifies.

According to the Commitments, the Convertible Debentures shall carry an annual interest rate of twelve (12) percent and have a maturity date of January 31, 2027. The Convertible Debentures shall entitle the lenders to convert the loan into shares in the Company at a conversion price of SEK 0.42 during its term. If conversion of the Convertible Debentures has not taken place by January 31, 2026, the conversion price shall be increased by ten (10) percent and the new conversion price from February 1, 2026, to the end of the term of the Convertible Debentures shall thus be SEK 0.46. The Convertible Debentures will further be subject to recalculation, inter alia, if the Company carries out a new issue of shares during the term of the Convertible Debentures.

The full proposal of the Board of Directors together with the full terms and conditions of the Notes will be announced in connection with the publication of the notice of the Extraordinary General Meeting, which is planned to be published no later than December 9, 2024. The Extraordinary General Meeting will be held on January 9, 2025.

Financial advisory agreement 
In order to maximize the Company's opportunities to achieve its financing strategy, the Company has today entered into the Agreement with Prevestor AB and Gramtec Invest, a wholly owned subsidiary of Gramtec Business Partner AB. Due to the fact that Gramtec Invest is a related company to the board member David Gramnaes, the Agreement is conditional upon approval from the general meeting of Smoltek. Under the Agreement, the consultants shall provide financial advice to Smoltek to secure the Company's continued financing in line with the financing strategy stated by the Company above in this press release. The remuneration under the Agreement is based on a small, fixed fee supplemented by a success fee of five (5) percent of the transaction value of a financing, to be divided equally between the consultants. Smoltek's Board of Directors has assessed that the Agreement otherwise is of a market terms. A formal statement of the terms of the Agreement will be presented in the notice with an additional statement of the relevant related party agreement in line with the provisions of Chapter 16a of the Swedish Companies Act.  

Notice of general meeting  
Notice of the Extraordinary General Meeting of the Company, including the complete proposals, will be published in a separate press release. The notice is intended to be published no later than December 9, 2024.