Supply@ME Capital : Prospectus

This document comprises a prospectus (the "Prospectus") for the purposes of Article 3 of Regulation (EU) 2017/1129 ("EU Prospectus Regulation"), which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland ("United Kingdom" or "UK") by virtue of European Union (Withdrawal) Act 2018 ("EUWA") ("UK Prospectus Regulation") relating to Supply@ME Capital plc (the "Company" and, together with its subsidiaries and subsidiary undertakings from time to time, the "Group") prepared in accordance with the prospectus regulation rules ("Prospectus Regulation Rules") of the UK Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 ("FSMA").

This Prospectus has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Company and of the quality of the ordinary shares of nominal value £0.00002 each in the capital of the Company (the "Ordinary Shares") that are the subject of this Prospectus. This Prospectus has been drawn up as a simplified prospectus under the simplified prospectus regime for secondary issuances in accordance with Article 14 of the UK Prospectus Regulation. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares.

This Prospectus has been filed with the FCA and will be made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules.

The Company's entire issued share capital comprising 43,959,306,348 existing Ordinary Shares ("Existing Ordinary Shares") as at 30 September 2022 (being the latest practicable date prior to publication of this Prospectus) (the "Latest Practicable Date") is admitted to listing on the standard segment of the Official List ("Standard Listing") maintained by the FCA (the "Official List"), in its capacity as competent authority under FSMA (under Chapter 14 of the listing rules published by the FCA under section 73A of FSMA (the "Listing Rules")) and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (the "Main Market"). No applications have been, or are currently intended to be, made for the Ordinary Shares to be admitted to listing or traded on any other stock exchange.

The Company and the directors, whose names appear on page 24 of this Prospectus (the "Directors"), accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, the information contained in this Prospectus is in accordance with the facts and this Prospectus make no omission likely to affect its import.

Supply@ME Capital plc

(Incorporated and registered in England & Wales with company number 03936915)

Admission of 3,048,986,302 Admission Shares, Secondary Admission of 9,578,498,083 Secondary Admission Shares and Further Admission of up to 16,412,737,308 Further Admission Shares to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the Main Market

Pursuant to an unsecured loan note instrument (the "Mercator Loan Note Instrument") and a convertible loan note ("CLN") instrument (the "Mercator CLN Instrument", and together with the Mercator Loan Note Instrument, the "Mercator Instruments") entered into by the Company, Supply@ME S.r.l. ("Supply@ME Italy") and Mercator Capital Management Fund LP ("Mercator") on 28 September 2021, each of which as amended pursuant to the amendment deed made between the Company, Supply@ME Italy and Mercator on 26 April 2022 (the "Mercator Amendment"), the Company has issued and Mercator has subscribed for £2,702,198 in principal amount of CLNs ("Mercator CLNs"). As at the Latest Practicable Date, there were £678,333 in principal amount of outstanding unsecured loan notes issued pursuant to the Mercator Loan Note Instrument ("Mercator Loan Notes") and £2,702,198 in principal amount outstanding of Mercator CLNs.

Pursuant to the Mercator Instruments, the Company may issue and Mercator may subscribe for up to £678,333 in principal amount of further Mercator CLNs if the Company elects to satisfy repayments under the Mercator Loan Notes by the issue of further Mercator CLNs. From 18 October 2022, any outstanding Mercator CLNs may be converted at the option of Mercator at any time at a conversion price calculated at a price per Ordinary Share equal to 85% of the lowest closing volume-weighted average price ("VWAP") of an Ordinary Share over the 10 business days (being days on which the London Stock Exchange is open for business and banks are open for business in London, UK; excluding Saturdays and Sundays, "Business Days") prior to service of a conversion notice by Mercator to the Company ("Mercator Conversion Price"). Mercator may transfer Mercator CLNs to its affiliates. If the Company elects to issue the maximum of £678,333 in principal amount of further Mercator CLNs, £3,380,531 in aggregate principal amount of Mercator CLNs will be convertible into an estimated maximum of 6,761,062,709 new Ordinary Shares ("Mercator Conversion Shares") based on an estimated conversion price of 0.05 pence per share.

Pursuant to an addendum deed to the Mercator Instruments and the Mercator Amendment entered into by the Company, Supply@ME Italy and Mercator on 3 October 2022 (the "Addendum Deed"), the Company secured the option (but not the obligation) at any time prior to or on 17 October 2022 to pay £3,536,553 in cash in immediately available funds to Mercator in full and final settlement of all outstanding amounts payable under the Mercator Loan Notes and the Mercator CLNs (including incurred fees), and, if such amount is paid by the Company, the Company will not be required to issue any additional Mercator Conversion Shares (the "Mercator Repayment Option").

Pursuant to a warrant instrument executed by the Company as a deed poll on 28 September 2021 (the "Mercator Warrant Instrument"), the Company issued to Mercator 961,832,433 warrants ("Mercator Warrants") exercisable at the option of Mercator within three years of issue at exercise prices ranging from 0.085 pence per share to 0.316 pence per share. Mercator may transfer the Mercator Warrants to its affiliates. As at the Latest Practicable Date, 961,832,433 Mercator Warrants remain outstanding. If the outstanding Mercator Warrants are exercised in full, the Company would be required to issue and allot a maximum of 961,832,433 new Ordinary Shares to Mercator ("Mercator Warrant Shares").

Pursuant to the Addendum Deed, in the event that the Company does not exercise the Mercator Repayment Option, from 18 October 2022 any outstanding Mercator CLNs may be converted at the option of Mercator at any time at the Mercator Conversion Price and on 18 October 2022 it shall be required to issue to Mercator £678,333 in principal amount of new Mercator CLNs (the "Mercator October CLNs"), together with 208,717,951 new Mercator Warrants (the "Mercator October Warrants"), and to pay a commitment fee of £18,500 to Mercator. The Mercator October CLNs would be convertible into a maximum of 1,356,666,680 Mercator Conversion Shares, and the Mercator October Warrants would be convertible into a maximum of 208,717,951 Mercator Warrant Shares.

Pursuant to the Company's capital enhancement plan (the "Capital Enhancement Plan"), on 26 April 2022 it entered into: (a) a subscription agreement with Venus Capital S.A. ("Venus") (as subsequently amended on 21 July 2022) (the "Venus Subscription Agreement"); (b) a warrant instrument by way of deed poll (the "Venus Warrant Instrument"); and a CLN instrument by way of deed poll (the "Venus CLN Instrument", and together with the Venus Subscription Agreement and the Venus Warrant Instrument, the "Venus Facility"). The Venus Facility was established to provide the Company with access to sufficient funds, at its election, to settle any Mercator Loan Notes or Mercator CLNs in cash rather than by the conversion of Mercator CLNs into Mercator Conversion Shares, and to allow the Company to issue unsecured CLNs to Venus ("Venus CLNs") to cover up to £450,000 of fees payable to Venus in connection with the Capital Enhancement Plan and allow the Company to raise £1,500,000 in funds for the Group's general working capital purposes.

Pursuant to the Venus Subscription Agreement, the Company conditionally agreed to issue and Venus conditionally agreed to subscribe for mandatory tranches of up to 7,491,710,082 new Ordinary Shares issued as fully paid ("Venus Mandatory Subscription Shares") at 0.05 pence per share (the "Subscription Price") ("Venus Mandatory Tranches") and for a further number of tranches ("Venus Optional Tranches") of an estimated maximum of 7,500,000,000 new Ordinary Shares issued as fully paid ("Venus Optional Subscription Shares" and together with the Venus Mandatory

Subscription Shares, the "Venus Subscription Shares") in aggregate at a price per Venus Optional Subscription Share which is the lower of: (a) the

Subscription Price; and (b) 85% of the lower of: (i) the VWAP of an Ordinary Share over the 15 Business Days before the date one Business Day before admission of the Venus Optional Subscription Shares to a Standard Listing and to trading on the Main Market; and (ii) the closing bid price of the Ordinary Shares on the second Business Day immediately before such date (the "Venus Optional Share Subscription Price"). As at the Latest Practicable Date, the Company has allotted and issued 5,620,000,000 Venus Mandatory Subscription Shares to Venus.

Pursuant to the Venus Subscription Agreement and a warrant instrument executed by the Company as a deed poll on 26 April 2022 (the "Venus Warrant Instrument"), the Company has issued 3,250,000,000 warrants to Venus (the "Venus Warrants") and agreed to issue further Venus Warrants on the basis of one Venus Warrant for every two Venus Mandatory Subscription Shares and one Venus Warrant for every five Venus Optional Subscription Shares. The Venus Warrants are exercisable at a price equal to 0.065 pence per share up to a final exercise date of 31 December 2025. The Venus Warrants are freely transferrable. As at the Latest Practicable Date, the Company has issued 6,060,000,000 Venus Warrants in aggregate, which remain outstanding.

Pursuant to the Venus CLN Instrument, the Company agreed to issue to Venus up to £1,950,000 in aggregate principal amount of Venus CLNs, which are convertible into new Ordinary Shares ("Venus Conversion Shares"). The Venus CLNs consist of: (a) up to £450,000 in principal amount of tranche A Venus CLNs ("Tranche A Venus CLNs"); and (b) up to £1,500,000 tranche B Venus CLNs ("Tranche B Venus CLNs"). As at the Latest Practicable Date, the Company has issued £328,500 in principal amount of Tranche A Venus CLNs and all £1,500,000 in principal amount of Tranche B Venus CLNs. The Venus CLNs carry interest at a rate of 10% per annum.

Pursuant to the Capital Enhancement Plan, the Company committed to undertake an open offer (which was subsequently launched by the Company on 22 July 2022 and closed on 17 August 2022) (the "Open Offer"). The Open Offer comprised the offer for subscription of new Ordinary Shares ("Open Offer Shares") to existing holders of Ordinary Shares ("Shareholders") and a warrant instrument executed by the Company as a deed poll on 21 July 2022 (the "Open Offer Warrant Instrument"), the Company issued 320,855,008 warrants to certain qualifying Shareholders ("Qualifying Shareholders") that subscribed for Open Offer Shares ("Open Offer Warrants") on the basis of one Open Offer Warrant for every two Open Offer Shares. The Open Offer Warrants are exercisable into new Ordinary Shares ("Open Offer Warrant Shares") at an exercise price of 0.065 pence per share up to a final exercise date of 31 December 2025. The Open Offer Warrants are freely transferrable. As at the Latest Practicable Date, the Company has issued 14,730,794 Open Offer Warrant Shares on the exercise of Open Offer Warrants and 306,124,214 Open Offer Warrants remain outstanding. If the outstanding 306,124,214 Open Offer Warrants are exercised in full, the Company would be required to issue and allot a maximum of 306,124,214 Open Offer Warrant Shares.

Pursuant to the terms of a side letter agreement between the Company and Venus dated 3 October 2022 (the "Side Letter"), conditional on: (a) Admission (as defined below), £1,500,000 in principle amount of Tranche B Venus CLNs plus accrued interest will convert automatically into 3,048,986,302 Venus Conversion Shares to be issued to Venus ("Admission Shares") at a price of 0.05 pence per share; and (b) Secondary Admission (as defined below), £417,500 in principal amount of Tranche A Venus CLNs plus accrued interest (inclusive of £61,500 in principal amount of Tranche A Venus CLNs to be issued and immediately converted, not attracting interest) will convert automatically into 3,048,986,302 Venus Conversion Shares ("Tranche A Venus Conversion Shares") to be issued to Venus at a price of 0.05 pence per share, and the Company will allot and issue to Venus and Venus will subscribe for all remaining 1,230,000,000 Venus Mandatory Subscription Shares and 7,500,000,000 Venus Optional Subscription Shares at a price of 0.05 pence per share, and the Company will issue to Venus 2,115,000,000 associated Venus Warrants. If all 8,175,000,000 Venus Warrants are issued and exercised in full, the Company would be required to issue and allot a maximum of 8,175,000,000 new Ordinary Shares to Venus ("Venus Warrant Shares").

Upon publication of this Prospectus, applications will be made to the FCA for admission to a Standard Listing and the London Stock Exchange for admission to trading on the Main Market, respectively, for 3,048,986,302 Admission Shares ("Admission"). It is expected that Admission will become effective, and that unconditional dealings in the Admission Shares will commence, at 8.00 a.m. on 6 October 2022.

Pursuant to the Side Letter, on 3 October 2022, the Company will allot and issue and Venus will subscribe for 9,578,498,083 new Ordinary Shares (the "Secondary Admission Shares") conditional on Secondary Admission (as defined below), comprising: (a) 1,230,000,000 Venus Mandatory Subscription Shares; (b) 7,500,000,000 Venus Optional Subscription Shares; and (c) 848,498,083 Tranche A Venus Conversion Shares, in each case, at a price of 0.05 pence per share, to raise £4,365,000 in aggregate (the "Venus Amount").

It is the intention of the Company to exercise the Mercator Repayment Option and to pay £3,536,553 in cash in immediately available funds to Mercator in full and final settlement of all outstanding amounts payable under the Mercator Loan Notes and the Mercator CLNs (including incurred fees) utilising the Venus Amount.

On 6 October 2022 (after 8.01 a.m. and before 12.00 p.m.), applications will be made to the FCA for admission to a Standard Listing and the London Stock Exchange for admission to trading on the Main Market, respectively, for the Secondary Admission Shares ("Secondary Admission"). It is expected that Secondary Admission will become effective, and that unconditional dealings in the Secondary Admission Shares will commence, at 8.00 a.m. on 11 October 2022.

In addition, to the extent any Mercator Conversion Shares, Mercator Warrant Shares, Venus Warrant Shares or Open Offer Warrant Shares (the "Further Admission Shares", and together with the Admission Shares and the Secondary Admission Shares, the "New Ordinary Shares") are to be issued from time to time, applications will be made to the FCA for admission to a Standard Listing and the London Stock Exchange for admission to trading on the Main Market, respectively, of such Further Admission Shares ("Further Admission").

The Company obtained authority from Shareholders by way of resolutions passed at an annual general meeting ("AGM") held on 30 June 2022 ("2022 AGM"), to, inter alia, issue and allot the Open Offer Shares and the Venus Subscription Shares, issue the Venus CLNs and Venus Warrants, and, on conversion, Venus Conversion Shares and, on exercise, Venus Warrant Shares, and issue further new Ordinary Shares up to a maximum aggregate nominal value of £530,261.42 (to be reduced by the nominal value of Ordinary Shares issued in respect of the Open Offer Shares, the Venus Subscription Shares, the Venus Conversion Shares and the Venus Warrant Shares), in each case on a non-pre-emptive basis, and disapplied preemption rights in respect of future share issues for cash or otherwise.

Further Admission of any Further Admission Shares will become effective, and unconditional dealings in such Further Admission Shares will commence, on a date (or dates) to be determined following the relevant conversion or exercise event(s) from time to time.

This Prospectus is being published to allow for Admission of the Admission Shares, Secondary Admission of the Secondary Admission Shares and, following any relevant conversion or exercise event(s) from time to time, Further Admission of any Further Admission Shares.

No applications have been, nor will be, made for Mercator CLNs, Mercator Warrants, Venus CLNs, Venus Warrants or Open Offer Warrants to be admitted to listing or trading on any stock exchange, and there has not been, nor will there be, any public market for Mercator CLNs, Mercator Warrants, Venus CLNs, Venus Warrants or Open Offer Warrants.

The whole of the text of this Prospectus should be read by prospective investors. Your attention is specifically drawn to the discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares, as set out in Part II - Risk Factors of this Prospectus.

Neither the Company nor any of its representatives is making any representation to any investor of any securities regarding the legality of an investment in any of the Company's securities by such investor under the laws applicable to such investor. The contents of this Prospectus should not be construed as legal, financial or tax advice. Each investor should consult their own legal, financial or tax adviser for legal, financial or tax advice.

Capitalised terms have the meanings ascribed to them in Part XIV - Definitions of this Prospectus.

The date of this Prospectus is 3 October 2022.

PART I

SUMMARY

This summary has been prepared in accordance with Article 7 of the UK Prospectus Regulation and is made up of four sections and contains all the sections required to be included in a summary for this type of security and issuer.

Even though a sub-section may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the sub-section. In this case, a short description of the sub-section is included in the summary with the mention of "not applicable".

1. Supply@ME Italy is the Group's operating subsidiary currently engaged in IM activities.
2. Incorporated by the Company in Italy on 25 March 2022 for the purpose of holding the Group's intellectual property rights relating to the Platform together with future developments in a dedicated entity.

1

3 On 1 July 2021, the Group acquired TradeFlow pursuant to an agreement dated 21 May 2021 between the Company and the then shareholders of TradeFlow (the "TradeFlow Acquisition Agreement") for total accounting consideration of £7.1 million, split between cash consideration of £4.0 million and £3.1 million in equity consideration in order to complement to Company's global offering of its "warehouse goods" IM platform with the TradeFlow offering for monetising "in-transit" inventory (in particular, commodities) (the "TradeFlow Acquisition").

1. Percentages calculated on the basis of the number of Ordinary Shares and associated voting rights in the capital of the Company notified to the Company by the respective Shareholders in TR-1 notifications.
2. TAG is ultimately beneficially wholly-owned and controlled by Alessandro Zamboni, Chief Executive Officer of the Company.
3. Assumes that no additional Ordinary Shares are issued by the Company between the Latest Practicable Date and Admission, and 3,048,986,302 Admission Shares are issued to Venus conditional on Admission.
4. Assumes that:

• 9,578,498,083 Secondary Admission Shares are issued to Venus conditional on Secondary Admission;
• no additional Ordinary Shares are issued by the Company between the dates of Admission and Secondary Admission; and
• there is no assignment, transfer or sale to third-party investors by TAG, Hartford, Mercator and Venus of any Ordinary Shares.

5 Assumes that:

• the Mercator Repayment Option is exercised by the Company (utilising the Venus Amount received on Secondary Admission) on or prior to 17 October 2022;
• no additional Ordinary Shares are issued by the Company between the dates of Secondary Admission and Further Admission;
• there is no assignment, transfer or sale to third-party investors by Mercator of any Mercator CLNs or Mercator Warrants, by Venus of any Venus Warrants or by any Qualifying Shareholders who participated in the Open Offer of any Open Offer Warrants;
• there is no assignment, transfer or sale to third-party investors by TAG, Hartford, Mercator and Venus of any Ordinary Shares;
• Venus does not elect, as it is entitled to do so under the terms of the Venus Subscription Agreement, to subscribe for such additional Venus CLNs in lieu of Further Admission Shares to ensure that it (and any persons acting in concert with it (or deemed or presumed to be so acting))

remain below the 30% mandatory bid threshold under Rule 9 of the Takeover Code ("Rule 9").

6 Assumes that:

• the Mercator Repayment Option is not exercised by the Company on or prior to 17 October 2022, and £678,333 in principal amount of Mercator October CLNs and 208,717,951 Mercator October Warrants are issued on 18 October 2022;
• an estimated maximum 6,761,062,709 Mercator Conversion Shares are issued on conversion of the maximum of £3,380,531 in principal of Mercator CLNs (including £678,333 in principal amount of Mercator October CLNs), calculated with reference to a Mercator Conversion Price based on an estimated conversion price of 0.05 pence per share;
• the maximum of 1,170,550,385 Mercator Warrant Shares are issued on exercise of the maximum of 1,170,550,385 Mercator Warrants (including 208,717,951 Mercator October Warrants);
• the maximum of 8,175,000,000 Venus Warrant Shares are issued of exercise of the maximum of 8,175,000,000 Venus Warrants ;
• the maximum of remaining 306,124,214 Open Offer Warrant Shares are issued on exercise of the maximum of 306,124,214 Open Offer Warrants outstanding as at the Latest Practicable Date;
• no additional Ordinary Shares are issued by the Company between the dates of Secondary Admission and Further Admission;
• there is no assignment, transfer or sale to third-party investors by Mercator of any Mercator CLNs or Mercator Warrants, by Venus of any Venus Warrants or by any Qualifying Shareholders who participated in the Open Offer of any Open Offer Warrants; and
• there is no assignment, transfer or sale to third-party investors by TAG, Hartford, Mercator and Venus of any Ordinary Shares.

7 On Further Admission, subject to the assumptions set out in footnote 5, Venus would be entitled to voting rights in excess of the 30% mandatory bid threshold under Rule 9 and, in such a situation, subject to the terms of the Venus Subscription Agreement, Venus shall be entitled to elect to subscribe for such additional Venus CLNs in lieu of Further Ordinary Shares to ensure that it (and any persons acting in concert with it (or deemed or presumed to be so acting)) remain below such threshold and do not trigger the requirement for it to make a mandatory bid for the entire issued and to be issued share capital of the Company.

2