Supply@me Cap Regulatory News (SYME)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

11 June 2025

Supply@ME Capital plc

(The "Company" or "SYME")

Facility Amendment and Funding Update

SYME, the fintech business which provides an innovative fintech platform (the "Platform") for use by manufacturing and trading companies to access Inventory Monetisation© ("IM") solutions enabling their businesses to generate cashflow, announces the following update in respect of the US$5,150,000 on-demand convertible funding facility agreed on 18 March 2025 with Nuburu Inc., a NYSE listed (NYSE American: BURU) high-tech company of which Alessandro Zamboni, a director of the Company, is Executive Chairman ("BURU") (the "New On-Demand Facility").

Subsequent to the announcement made by the Company dated 2 June 2025, the Company received an additional US$130,000 from BURU, leaving US$2,000,000 to still be received in respect of the unpaid April 2025 and May 2025 instalments under the original terms of the New On-Demand Facility.

The latest communication that the board of directors of SYME has had with BURU, via Alessandro Zamboni, is that BURU expects to complete shortly the necessary regulatory approvals including, inter alia, the effectiveness of the S-1 registration statement recently filed with the US Securities and Exchange Commission. This will allow BURU to use the Stand-by Purchase Agreement (the "SEPA") signed with YA II PN, LTD. (a fund managed by Yorkville Advisors) on 30 May 2025 to raise the capital to complete its strategic investments and meet its commitments to the Company under the New-On Demand Facility.

In light of the delays to the payment of the April 2025 and May 2025 tranches under the original New On-Demand Facility, the expected timing of the BURU regulatory approvals and BURU's plan with regards to the timing and use of funds under the SEPA drawdowns, the Company entered into an amendment to the New On-Demand Facility with BURU on 10 June 2025 (the "Amendment") which amends the following key terms of the New On-Demand Facility:

1) The remaining total amount of US $4,500,000 will now be received by the Company in line with the following tranches:

- US $300,000 on or before 23 June 2025;

- US $1,200,000 on or before 15 July 2025;

- US $500,000 on or before 30 July 2025;

- US $1,000,000 on or before 31 August 2025; and

- US $1,500,000 on or before 20 September 2025. 

2) In order for the Company to be able to issue the new ordinary shares under the New On-Demand Facility, approvals will be required from the shareholders of the Company, the Financial Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together the "Approvals"). The Amendment has amended the date by which the Approvals must be obtained by the Company from 30 September 2025 to 31 March 2026. If the Approvals are not obtained by 31 March 2026, BURU can demand repayment in cash, and the Company is required to provide security over the intellectual property rights and receivables related to its Italian subsidiary entities in favour of BURU.

3) Interest will accrue daily at the federal funds rate set out by the Federal Open Market Committee of the US Federal Reserve from time to time plus 10%. Under the Amendment, the interest is no longer payable quarterly in arrears in cash, but any interest accrued and outstanding at the date of any conversion notice issued by BURU (subject to the Approvals having been obtained) will be the added to the amount in the conversion notice.

All other key terms to the New On-Demand Facility that were set out in the Company's announcement dated 19 March 2025 remain unchanged.

It should be noted that the heads of terms agreement that the Company entered into with BURU on 18 March 2025 (the "Heads of Terms") have not been amended. The key actions under the Heads of Terms can be found in the announcement made by the Company on 19 March 2025.

Alessandro Zamboni, the Chief Executive Officer of the Company, is a related party in connection with the Amendment due to the fact that he is also the Executive Chairman of BURU. As such, the entry by the Company into the Amendment constitutes a material related party transaction for the purpose of DTR 7.3 and was, accordingly, voted upon by the independent Directors (excluding Alessandro Zamboni, who, constituted a "related party" (as such term is defined in IFRS). The independent Directors consider the material related party transaction in respect of the Amendment to be fair and reasonable from the perspective of the Company and its shareholders who are not a related party or otherwise interested in BURU.

Following the completion of the Amendment, the Company will continue to work with its auditors to finalise the Annual Report and Accounts for the year ended 31 December 2024 (the "2024 Annual Report"), and, once the 2024 Annual Report has been published, make an application to the FCA for the temporary suspension of the Company's shares from the Official List and from trading on the London Stock Exchange to be lifted. Following the publication of the 2024 Annual Report, the Company also expects to announce the date on which it plans to hold its next Annual General Meeting.

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of SYME is Alessandro Zamboni, CEO.

Notes

SYME and its operating subsidiaries provide its Platform for use by manufacturing and trading companies to access inventory trade solutions enabling their businesses to generate cashflow, via a non-credit approach and without incurring debt. This is achieved by their existing eligible inventory being added to the Platform and then monetised via purchase by third party Inventory Funders. The inventory to be monetised can include warehoused goods waiting to be sold to end-customers or goods that are part of a typical import/export transaction.

Contacts

Albert Ganyushin, Chairman, Supply@ME Capital plc, investors@supplymecapital.com