Supply@ME Capital : Supplementary Prospectus to the Prospectus dated 3 October 2022

This document comprises a supplementary prospectus (the "Supplementary Prospectus") for the purposes of Article 3 of Regulation (EU) 2017/1129, 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") 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 Supplementary Prospectus has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Supplementary 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 Supplementary Prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares.

This Supplementary 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.

This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus for the purposes of Article 3 of the UK Prospectus Regulation published by the Company on 3 October 2022 (the "Prospectus").

Except as stated in this Supplementary Prospectus, or unless the context otherwise requires, the capitalised terms used or referred to in the Prospectus also apply in this Supplementary Prospectus.

The Company's entire issued share capital comprising 56,623,929,910 existing Ordinary Shares ("Existing Ordinary Shares") as at the date of this Supplementary Prospectus is admitted to a Standard Listing and to trading on the Main Market.

As at date of this Supplementary Prospectus, 268,985,037 Open Offer Warrants, 961,832,433 Mercator Warrants, and 8,175,000,000 Venus Warrants remain outstanding, which would require, if exercised in full, the Company to issue and allot up to a maximum of 9,405,817,470 Further Admission Shares.

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

The Company, whose Registered Office is set out on page 17 of this Supplementary Prospectus, and the Directors, whose names appear on page 17 of this Supplementary Prospectus, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus make no omission likely to affect its import.

Supply@ME Capital plc

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

Supplement to the Prospectus dated 3 October 2022

This Supplementary Prospectus does not constitute an offer to sell or an invitation to purchase or subscribe for, or the solicitation of an offer or invitation to purchase or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The distribution of this Supplementary Prospectus in or into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Supplementary Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the Ordinary Shares have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the Ordinary Shares or the accuracy or the adequacy of this Supplementary Prospectus. Any representation to the contrary is a criminal offence in the United States.

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 Supplementary 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.

Unless specifically incorporated by reference in this Supplementary Prospectus, neither the content of the Company's website (https://www.supplymecapital.com/) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Supplementary Prospectus.

The date of this Supplementary Prospectus is 4 May 2023.

1. INTRODUCTION

The publication of this Supplementary Prospectus is a regulatory requirement under the UK Prospectus Regulation and the Prospectus Regulation Rules 3.4.1 and 3.4.2 and section 87G of FSMA.

This Supplementary Prospectus is being published because there are two significant new factors concerning the information in the Prospectus, as described in below.

FIRST SIGNIFICANT NEW FACTOR - FINANCING

On 28 April 2023, the Company announced by way of an RIS announcement that it had entered into the following agreements:

Subscription Agreement

The Company and Venus entered into an English law governed subscription agreement dated 28 April 2023 (the "Subscription Agreement"), pursuant to which Venus irrevocably committed to subscribe for up to 4,500,000,000 new Ordinary Shares (the "Subscription Shares") in aggregate at £0.0005 per Subscription Share (the "Subscription Price") (the "Subscription"), comprising:

• an initial tranche ("Initial Tranche") of 3,375,000,000 Subscription Shares for proceeds of £1,687,500 gross (or £1,603,125 net of a 5% commission chargeable by Venus ("Share Commission"), detailed below), expected to be admitted to a Standard Listing and to trading on the Main Market on or around 10 May 2023 ("Primary Subscription Admission"), which will represent approximately 5.63% of the number of Ordinary Shares to be in issue on Primary Subscription Admission, at which point it is expected that Venus will hold 11,275,000,000 Ordinary Shares equating to 18.79% of the issued Ordinary Shares to be in issue on Primary Subscription Admission; and
• a Secondary Tranche ("Secondary Tranche") of up to 1,125,000,000 Subscription Shares for proceeds of up to £562,500 gross (or up to £534,375 net of Share Commission), for which admission to a Standard Listing and to trading on the Main Market may be sought by the Company until a long stop date of 31 May 2023 ("Secondary Subscription Admission"), which will represent approximately 1.84% of the number of Ordinary Shares to be in issue on Secondary Subscription Admission, subject to a restriction applicable to Venus (and any persons acting in concert with it (or deemed or presumed to be so acting)) to remain below the 30% mandatory bid threshold under Rule 9,

in each case, assuming that no additional Ordinary Shares are issued by the Company between the date of this Supplementary Prospectus and Primary Subscription Admission or Secondary Subscription Admission, as applicable.

Pursuant to the Subscription Agreement, the Company shall pay £112,500 to Venus in respect of agreed costs and expenses incurred by Venus in connection therewith ("Agreed Costs").

The Company has undertaken with Venus that it will not before the first anniversary of the Subscription Agreement allot, issue or agree (conditionally or otherwise) to allot or issue, any new shares or other securities convertible or exchangeable into shares save pursuant to Subscription Agreement or pursuant to its existing obligations to do so in relation to exercise of outstanding warrants, earn-out obligations and staff incentive schemes.

The Subscription Shares will, on issue, rank pari passu in all respects with the Existing Ordinary Shares.

Pursuant to the Subscription Agreement, the Company gave certain customary representations, warranties and undertakings in favour of Venus, and Venus provided a customary sanctions confirmation to the Company.

Venus does not have any statutory right of withdrawal upon the publication of any supplementary prospectus to the Prospectus dated 3 October 2022.

The Subscription is not being underwritten.

The Subscription Shares were not contemplated by the Prospectus and are therefore an additional issue of Ordinary Shares that was not known at the time of the publication of the Prospectus.

Venus Commission and Fee Letter

Subject to an English law governed letter agreement between the Company and Venus dated 28 April 2023 (the "Venus Commission and Fee Letter"), the Company agreed in connection with the structuring of the Subscription to pay to Venus:

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• a Share Commission equal to 5% of the aggregate subscription price at which the Subscription Shares are issued, to the extent issued; and
• to the extent that the Company decides that it does not require any portion of the proceeds from the Secondary Tranche, the Company shall be required to pay Venus a break fee of £56,250 or the pro rata proportion thereof.

New Warrant Instrument

Pursuant to a warrant instrument executed by the Company as a deed poll on 28 April 2023 (the "New Warrant Instrument"), the Company agreed to issue up to 1,687,500,000 warrants to Venus in respect of the Initial Tranche and up to 562,500,000 warrants to Venus in respect of the Secondary Tranche (if applicable) (the "New Warrants").

The New Warrants are each exercisable into one new Ordinary Share ("New Warrant Shares") at a price equal to 0.065 pence per share up to a final exercise date of 31 December 2026.

The New Warrants are freely transferrable.

Definitions

Unless the context requires otherwise, each of the following expressions has the following meanings in this section entitled "New Warrant Instrument":

"Allotment Date"	the date of the allotment and issue of any New Warrant Shares subject to a notice of exercise
	delivered to the Company or receipt by the Company in cleared funds of the aggregate Subscription
	Price, whichever is the later.
"Certificate"	a certificate evidencing the Subscription Rights for the time being vested in the relevant Warrant
	Holder in the form, or substantially in the form, set out in the New Warrant Instrument.
"Conditions"	the terms and conditions attached to the New Warrants set out in the second schedule to the
	Certificate, as the same may from time to time be altered in accordance with the provisions of this
	New Warrant Instrument.
"Final Exercise	31 December 2026.
Date"
"Notice of	a notice of exercise of a New Warrant in the form set out in the first schedule to the Certificate.
Exercise"
"Special	a resolution passed at a meeting of the Warrant Holders by a majority of not less than 75% of the
Resolution"	votes cast upon a show of hands or, if a poll is demanded, by a majority of not less than 75% of
	the votes cast on a poll.
"Subscription	the period from the date of issue of the New Warrants until the earlier of the date that no further
Period"	Subscription Rights are exercisable or the Final Exercise Date.
"Subscription	0.065 pence per New Warrant Share, being the price which the relevant Warrant Holder is required
Price"	to pay the Company on subscription of a New Warrant Share, fully paid, upon exercising the
	Subscription Rights.
"Subscription	the rights for the time being conferred by the New Warrants to subscribe for New Warrant Shares
Rights"	which are constituted by virtue of the provisions of the New Warrant Instrument.
"Warrant Holder"	in relation to a New Warrant the person in whose name such New Warrant is registered for the
	time being in the Warrant Register.
"Warrant	the register of persons for the time being entitled to the benefit of the Warrants to be maintained
Register"	pursuant to the provisions of the New Warrant Instrument.

Constitution and form of the New Warrant

The New Warrant Instrument confers the right on the Warrant Holder to exercise each New Warrant in cash at the Subscription Price for one New Warrant Share at any time during the Subscription Period.

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Pursuant to the New Warrant Instrument, no application will be made for the New Warrants to be listed or dealt on any recognised investment exchange (as that term is defined in FSMA).

Certificates

The Company shall maintain the Warrant Register in accordance with the conditions of the New Warrant Instrument. Entitlement to the Subscription Rights and other rights attaching to the New Warrants shall be evidenced by the issue to the relevant Warrant Holder of a Certificate. Where a Warrant Holder has transferred, or exercised its Subscription Rights in respect of, some of the New Warrants comprised in a Certificate only, it shall be entitled to receive a new Certificate for the balance of such New Warrants.

Subscription Price

The Subscription Price for each Warrant Share shall be 0.065 pence, which shall not be subject to any adjustment.

Exercise

Subscription Rights shall be exercisable at any time from time to time during the Subscription Period in whole or in part or parts.

The exercise of Subscription Rights shall be effected by the delivery to the Registrars of the original Certificate and a duly completed Notice of Exercise and the requisite remittance of the Subscription Price. Once lodged, a Notice of Exercise will be irrevocable except with the consent of the Company. Compliance must also be made with any statutory requirements for the time being applicable.

The date of the allotment and issue of any New Warrant Shares subject to a Notice of Exercise shall be the Allotment Date.

Within 5 Business Days of delivery to the registrars of a valid Notice of Exercise for less than the number of New Warrants the Warrant Holder holds, as evidenced by the accompanying Certificate, the Registrars will issue the Warrant Holder with a new Certificate for the balance of New Warrants not subscribed for.

Each New Warrant will immediately be cancelled once the Subscription Rights attaching thereto have been exercised and New Warrant Shares allotted pursuant to such exercise.

New Warrant Shares allotted will be credited as fully paid and rank pari passu in all respects with the Ordinary Shares, save that, as is customary, they will not rank for any dividends or other distributions declared in respect of a record date falling on or before the Allotment Date.

If, at the time of issue of the New Warrant Shares, the Ordinary Shares (or any of them) are quoted on the Official List of the FCA or permission has been granted for dealings therein on any other recognised stock exchange in any part of the world, the Company will apply to such body for permission to deal in or for quotation or admission of such New Warrant Shares and shall use its reasonable endeavours to secure such permission, quotation or admission, as the case may be.

Any Subscription Rights not exercised prior to the expiry of the Subscription Period and the New Warrants attached to such Subscription Rights will lapse and terminate immediately on such expiry without further notice and shall be of no further force or effect whatsoever.

Winding up

If an effective resolution is passed on or before the last day of the Subscription Period for the voluntary winding up of the Company, then the Company shall give notice to the Warrant Holders stating that such a resolution has been passed and a Warrant Holder shall be entitled at any time within three months after receipt of such notice to be treated as if such Warrant Holder had, immediately before the date of passing of the winding up resolution, exercised such Warrant Holder's New Warrants.

The Warrant Holder shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the Shareholders such an amount receivable out of the assets which would otherwise be available in the liquidation to the Shareholders had the Warrant Holder been a holder of and paid for the Ordinary Shares to which the Warrant Holder would have become entitled by virtue of such exercise, after deduction from such sum an amount equal to the moneys which would have been payable in respect of such shares if the New Warrants had been exercised.

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The right to exercise the New Warrants will not be permitted in the case of a voluntary winding up for the purpose of reconstruction, amalgamation or merger on terms sanctioned by a Special Resolution of the Warrant Holders in which case the Warrant Holders will be entitled to a substituted warrants of the value of the New Warrant immediately prior to such voluntary winding up.

Takeovers

If at any time an offer or invitation is made by the Company to the Shareholders for the purchase by the Company of any of its Ordinary Shares, the Company shall simultaneously give notice thereof to each Warrant Holder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation.

If at any time an offer is made to all Shareholders (or all Shareholders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become vested in the offeror and/or such persons or companies as aforesaid. Further, to the extent that any Subscription Rights not been exercised within one month after such offer shall lapse and no longer be exercisable.

Transfer and transmission of New Warrants

Each New Warrant will be registered and will, subject to applicable laws or regulations, be transferable by instrument of transfer in any usual or common form.

The provisions and restrictions governing transfer of Ordinary Shares in the Articles shall apply to the transfer of New Warrants, and accordingly no transfer of New Warrants may be registered unless a transfer of Ordinary Shares would be permitted. When a Warrant Holder transfers part only of its holding of the New Warrants the old certificate shall be cancelled and a new certificate for the balance of such New Warrants issued without charge.

No beneficial interest in any New Warrant shall be disposed of without the presentation for registration of a transfer and certificate in respect of such New Warrant in accordance with these particulars.

Modification of rights

A modification of the New Warrant Instrument including all or any of the rights attached to the New Warrants (including the Subscriptions Rights) therein may from time to time be altered or abrogated. Such modifications may only be effected by way of a deed poll executed by the Company and save in the case of a modification of a minor nature, with the prior sanction of a Special Resolution of the Warrant Holders.

Deed of Amendment to Venus Warrant Instrument

Pursuant to a deed of amendment to the Venus Warrant Instrument executed by the Company as a deed poll on 28 April 2023 (the "Deed of Amendment to the Venus Warrant Instrument"), the Company committed to extend the final exercise date of all outstanding 8,175,000,000 Venus Warrants from 31 December 2025 for 12 months to 31 December 2026.

Pursuant to the terms of the Venus Warrant Instrument, holders of the Venus Warrants received the Deed of Amendment to the Venus Warrant Instrument in accordance with paragraphs 17 and 18 of Schedule 3 of the Venus Warrant Instrument, and provided a written special resolution confirming, inter alia, agreement to the extension of the final exercise date of all outstanding 8,175,000,000 Venus Warrants from 31 December 2025 for 12 months to 31 December 2026.

On 28 April 2023, the Company stated in an RIS announcement that it shall in due course convene a general meeting of holders of Open Offer Warrants in order to seek a special resolution (i.e., a resolution by a majority of not less than 75% of the votes cast upon a show of hands or, if a poll is demanded, by a majority of not less than 75% of the votes cast on a poll) to approve the extension of the final exercise date of all outstanding 268,985,037 Open Offer Warrants from 31 December 2025 for 12 months to 31 December 2026.

TAG Unsecured Working Capital Loan Agreement

On 28 April 2023, the Company and TAG entered into an English law governed fixed term unsecured working capital loan agreement, cast as a deed, which comprises a material related party transaction for the purposes of DTR 7.3 and

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