REG - Supply@ME Capital - Facility Amendment and Funding Update

Supply@Me CapitalAnnouncement

11/06/2025 07:00

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RNS Number : 2937M  Supply@ME Capital PLC  11 June 2025

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

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