Metacon AB (publ) ("Metacon" or the "Company") completed a rights issue of units during the first quarter of 2024. One (1) unit consisted of six (6) newly issued shares and two (2) warrants of series TO1 (the "Warrants"). Each Warrant gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the Warrants is to be determined to 70 percent of the volume-weighted average price in the Company's share on Nasdaq First North Growth Market during the measurement period, from 20 February 2025 up to and including 5 March 2025, however not lower than SEK 0.01 and not higher than SEK 0.44 per share. During the measurement period, the volume-weighted average price in the Company's share was approximately SEK 0.12, therefore, the exercise price for the Warrants has been determined to SEK 0.09. The subscription period for the Warrants runs from 7 March 2025 up to and including 21 March 2025. Furthermore, the Company has today, on 5 March 2025, received subscription intentions from some of the Company's board members and executives and entered into guarantee commitments with some existing shareholders, to a total amount of approximately SEK 10.3 million, regarding the exercise of the Warrants.

If all Warrants are exercised, the Company will receive approximately SEK 10.3 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than on 21 March 2025 or sell the warrants no later than on 19 March 2025. Please observe that certain nominees might close their application earlier than on 21 March 2025.

Complete terms and conditions for the Warrants and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 30 January 2024, is available at the Company's webpage, www.metacon.com/prospectuses. The prospectus is also available on the Swedish Financial Supervisory Authority's webpage, www.fi.se.

Summarized terms for the Warrants:

• Subscription period: 7 - 21 March 2025.
• Last day of trading in the Warrants: 19 March 2025.
• Issue volume: 114,948,274 Warrants, which entitle to subscription of 114,948,274 shares. If all Warrants are exercised, the Company will receive approximately SEK 10.3 million before issuing costs.
• Exercise price: SEK 0.09 per share.
• Dilution: Upon full exercise of the Warrants, the number of shares increase by 114,948,274 shares, from 1,237,430,625 to 1,352,378,899 and the share capital increase by SEK 1,149,482.74, from SEK 12,374,306.25 to SEK 13,523,788.99. In the event that all Warrants are exercised, the dilution amounts to approximately 8.5 percent of the number of shares and votes in the Company.
• Please note that the Warrants that are not exercised no later than on 21 March 2025, or not sold no later than on 19 March 2025, will expire without value. For the Warrants not to lose their value, the holder must actively subscribe for new shares or sell the Warrants.

Subscription intentions and guarantee commitments

Some of the Board members and executives in the Company, holding Warrants, have announced their intentions to exercise 2,843,238 Warrants for subscription of shares, corresponding to approximately 2.5 percent of the outstanding Warrants. Furthermore, the Company has entered into guarantee commitments with the existing shareholders CapMate Aktiebolag, Mats Nilsson, Pensys AB, and Tommy Ure in order to secure full subscription of the Warrants. Given the large number of warrant holders, the board of directors recognizes a risk that subscriptions may not reach the full level. To mitigate this risk, securing a guarantee is deemed a prudent measure to ensure that the total proceeds under the warrant program are successfully raised. The guarantors have entered into guarantee commitments amounting to approximately 97.5 percent of the outstanding Warrants. The guarantee commitments are intended to be utilized for the proportion of the Warrants which are not exercised to subscribe for new shares. Thus, the Warrants are fully covered by subscription intentions and guarantee commitments. Neither the subscription intentions nor the guarantee commitments are secured by way of a first priority transaction, bank guarantee, pledge or similar arrangements.

No compensation is paid for received subscription intentions. 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 (the "Compensation Shares"). The subscription price for the Compensation Shares shall correspond to the exercise price for the Warrants, i.e., SEK 0.09, which will be paid through set-off of the guarantee compensation.

Subscription of shares under the guarantee commitments will in practice be made through subscription in a directed share issue, resolved by the board of directors with the support of the authorisation granted by the extraordinary general meeting held on 15 November 2024, after the exercise period for the Warrants has ended (the "Share Issue"). Subscription in the Share Issue will be made at the same subscription price as for the Warrants, i.e. SEK 0.09 per share. The investors who have entered into guarantee commitments are not guaranteed allotment in the Share Issue.

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 and to carry out the Share Issue. The size of the Share Issue is dependent on the Warrant holders exercise of Warrants. Warrant holders are free to exercise Warrants and thereby limit the size of the Share Issue. The Company further assesses that ensuring the exercise of the Warrants and carrying out the Share 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 and to carry out the Share 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 subscription price in the Share Issue has been determined in accordance with the terms and conditions for, and corresponds to the exercise price of, the Warrants. Therefore, the board of directors of the Company considers that the subscription price has been determined on market terms and correctly reflects current market conditions and demand.

In the event that not all Warrants are exercised for subscription of new shares, the board of directors intends to resolve on the Share Issue on or around 25 March 2025, i.e., after the outcome of the exercise of the Warrants has been announced. Through the Share Issue, the share capital may increase by a maximum of approximately SEK 1,149,482.74 through the issuance of a maximum of 114,948,274 new shares (based on a scenario where no Warrants are exercised). Through the issuance of the Compensation Shares, the Company's share capital can increase by a maximum of SEK 112,105.03, through the issuance of 11,210,503 new shares.

How warrants are exercised

Nominee-registered warrants (Custody account):

Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account):

No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The application form including instructions for payment will be available at the Company's webpage, www.metacon.com/prospectuses, and on Nordic Issuing's webpage,  www.nordic-issuing.se.

Outcome

The outcome of the exercise of warrants will be published via a press release on or around 25 March 2025. Shares that have been subscribed and paid for will be registered on the subscriber's securities depository as interim shares (IA) until registration of the issue has been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in Metacon.

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 the Warrants.

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.