CrayoNano AS – Company Update and potential capital raise to pursue strategic opportunities

Trondheim, Norway—Reference is made to the announcements by CrayoNano AS ("CrayoNano" or the "Company") on 12 September 2024 and 15 October 2024, and the documentation for the extraordinary general meeting held on 3 October 2024 where the Company provided an update on its financial situation.

Company update and governance changes

Highlights for CrayoNano since the last announcement on 15 October 2024 include (i) the Company's launch of its new HE-Series (CLH1-N3S) UV-C LED in November 2024, which is the Company's next evolution UV-C LED designed to meet the growing global demand for reliable, price-effective, and sustainable Mercury-free and energy efficient disinfection processes and solutions and (ii) that the Company currently has 31 customers in the EMEA, APAC and Americas, with 20 partners offering design-in, distribution and reselling services globally.

Sveinung Ryen, who has held the role of Chief Operating Officer since 2020, will step-up into the role of CEO with effect from 3 December 2024, replacing Dr. Thomas Dobbertin, who will transition out of the role in December.

The Company also informs that the US based board member William Cortelyou is resigning from the Board in line with cost-cutting and restructuring of the Company. The Company currently does not intend to convene a general meeting to elect a new board member

Dr. Dobbertin has restructured the company and enabled the next steps of growth to profitability during his time as CEO while Bill has been a strong support to the board from 2020 and the company would like to thank both Dr. Dobbertin and Bill Cortelyou for their contributions to the company during their time and welcome Sveinung Ryen into the role of CEO. Michael Peil continues in his role as Chief Revenue Officer (CRO) and SEVP.

Potential capital raise

The Company still has a short-term and long-term capital need, and the Company and its Board of Directors are in the process of identifying strategic alternatives. For these purposes the Company has engaged a US financial advisor specialising in cross-border transactions between western technology companies and China to explore strategic opportunities involving the Company. The marketing is scheduled to commence in January 2025. As of the date of this announcement the Company has not received any firm interest, and no guarantee can be made that a strategic opportunity will materialise.

For the purposes of financing expected costs to facilitate continued strategic discussions, the Company is contemplating the placement of a Convertible Loan (the "Convertible Loan").

The issuance of the Convertible Loan is contingent upon the Company raising a minimum of NOK 15 million, while the maximum amount to be raised is NOK 30 million. Subject to the minimum proceeds being raised the Company estimates that the cash runway will be extended until medio March 2025 which per the Company's current assessment should allow time to explore, but most likely not conclude, the strategic alternatives, and if the maximum proceeds are raised the Company estimates that the cash runway will be extended until end of June 2025.

The Convertible Loan is directed at (i) existing holders of preference shares issued by the Company and certain existing holders of ordinary shares in accordance with applicable prospectus exemptions; and (ii) qualified investors in accordance with applicable prospectus exemptions. In case the minimum proceeds have been subscribed, the Company expect to resolve the Convertible Loan based on the authorisation granted at the extraordinary general meeting held on 3 October 2024.

Upon a subsequent conversion, the Convertible Loan can be converted into new preference shares in the existing preference share class at a conversion price of NOK 5.00 per new preference share. The preference shares hold the rights set out in the minutes from the extraordinary general meeting held on 14 June 2024, including a preference in case of distributions of three times NOK 14.00 per preference share.

The subscription period for the Convertible Loan will commence tomorrow, 4 December 2024, at 09:00 hours (CEST), and will last until 13 December 2024 at 17:00 hours (CEST).

In case of over-subscription the Board of Directors of the Company will resolve the allocation of the Convertible Loan in its sole discretion, taking into account principles of equal treatment of existing shareholders. Further, as the Convertible Loan deviates from existing shareholders' preferential right to subscribe new instrument, the Company will consider carrying out a subsequent offering directed at all existing shareholders as of 3 December 2024, as registered in the VPS on 5 December 2024, less shareholders who (i) were allocated parts of the Convertible Loan, (ii) in the sole discretion of the Company have been invited and refused to participate in the Convertible Loan, or (iii) are resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. If carried out, the subsequent offering is expected to consist of an offering of new preference shares at a subscription price of NOK 5 per new preference share, and not a convertible loan that can be converted into preference shares. Launch of a subsequent offering, if carried out, may be contingent upon the publication of a prospectus depending on the final size of the subsequent offering

For further information, please contact:

• Jo Uthus, Chairman, jo.uthus@crayonano.com
• Rune Rinnan, Vice-Chairman, rune.rinnan@ntechgroup.no

About CrayoNano AS

CrayoNano develops and manufactures nanomaterials-based semiconductor components using proprietary technologies. Headquartered in Trondheim, Norway with a branch office in Taiwan, CrayoNano supports our customers with global sales representatives and distributors in EMEA, APAC and Americas. CrayoNano’s innovative semiconductor components advance global solutions in health and safety, water purification, consumer, and industrial applications, and more. CrayoNano is registered on Euronext OTC in Norway under the ticker “CNANO”.