Newton Ventures

IV. Our Role and Client Services

Our Role, Defined.

Newton Ventures is not a traditional broker that simply passes Client documents to possible Funding Channels and/or Lenders/Investors. We support Clients with the preparation, structuring, presentation and management of their Funding Request from initial review through to completion, where suitable.

Our Core Value to Clients

Helping Clients move from an initial capital requirement to a clearer, better organised and more commercially credible Funding Request.

This includes reviewing the Funding Request, identifying information gaps, assisting with financial modelling and capital structure where applicable, preparing the Credit File, coordinating with Funding Channels, supporting due diligence and helping maintain transaction momentum.

I.Service 1 of 7

Initial Funding Request Assessment

At the outset, Newton Ventures seeks to understand the Client’s business, project, asset base, Funding Request and timing objectives.

This includes considering the funding amount required, use of funds, available equity or sponsor contribution, security/collateral, jurisdiction, repayment or exit strategy and the quality of supporting information available.

Newton Ventures reviews the Client’s business or project overview, executive summary, pitch deck, business plan and supporting materials to assess whether the Funding Request appears commercially viable and potentially suitable for Newton Ventures’ Funding Channels and/or Lenders/Investors.

II.Service 2 of 7

Analyst Review, Structuring and Management Consultancy Support

Where Newton Ventures determines that the Funding Request may be suitable for further review, an analyst is assigned to support preparation of the case.

The objective is to help the Client present the Funding Request in a clear, structured and commercially credible manner — reviewing available documentation, requesting further information, providing practical feedback on structure and presentation, highlighting gaps and helping align Client materials with the questions a Funding Channel, credit analyst or Lender/Investor is likely to ask.

III.Service 3 of 7

Financial Modelling, Forecasts and Capital Structure Support

Financial modelling is often central to the credibility of a Funding Request. Where applicable, Newton Ventures may review an existing model, provide commentary on it, or assist with building and refining a model suitable for the funding process.

This may include reviewing historic financials, current trading, balance sheet position, liabilities, cash flow, projected performance, revenue assumptions, cost assumptions, margins, EBITDA, working capital, capex, development costs, phasing, drawdowns, interest costs, debt service, repayment capacity and exit assumptions.

Newton Ventures may also assist with reviewing the proposed capital structure, including senior debt, mezzanine debt, preferred equity, equity, convertible loan notes or other structured finance components where applicable.

IV.Service 4 of 7

Credit File Preparation and Submission

The Credit File is an internal case file prepared by Newton Ventures’ analyst for submission to a Funding Channel and/or Lender/Investor for the purpose of seeking Letter of Engagement and Indicative Terms.

It is designed to present the Funding Request in a concise, organised and commercially robust format — bringing together the Client overview, funding requirement, use of funds, proposed structure, financial position, security/collateral, transaction rationale, repayment or exit route, strengths, risks, mitigants and supporting documentation available at that stage.

The purpose of the Credit File is not to hide risk or overstate the opportunity. Its purpose is to help the Funding Channel and/or Lender/Investor understand the case efficiently and assess whether indicative terms can be issued, subject to full due diligence.

Structure, presentation and credibility — the foundations of every Funding Request.

V.Service 5 of 7

Letter of Engagement and Indicative Terms Coordination

Where indicative terms are secured, Newton Ventures helps coordinate the Letter of Engagement and Indicative Terms process — summarising key commercial points, arranging calls with the Funding Channel where appropriate, coordinating clarifications and helping the Client understand the next stage before deciding whether to proceed into full due diligence.

VI.Service 6 of 7

Data Room, Due Diligence and Investment Memorandum Support

Newton Ventures assists Clients during the data room and due diligence stage by liaising with the Funding Channel, reviewing missing or unclear information at a high level, coordinating questions and helping maintain transaction momentum.

Once sufficient due diligence has been completed, the Funding Channel prepares the Investment Memorandum, which is reviewed and signed off by the Client before being sent to Lenders/Investors.

VII.Service 7 of 7

Lender/Investor Q&A, Binding Written Offer Terms and Completion Support

Newton Ventures and the Funding Channel assist in coordinating Lender/Investor questions, calls, commercial clarifications, conditions precedent, drawdown mechanics and completion steps where required.

If Binding Written Offer Terms are produced and accepted, the matter proceeds to final legal documentation and completion in accordance with the relevant agreed terms.