The Process.

The Client provides an initial overview of the Funding Request for Newton Ventures to understand the opportunity, the required Capital Amount, the proposed use of funds, the available supporting information and the Client’s objectives.

Newton Ventures reviews the initial information to assess whether the Funding Request appears commercially viable and potentially suitable for our Group’s Funding Channels and/or Capital Providers.

Where appropriate, Newton Ventures arranges an initial conversation with the Client to discuss the Funding Request in further detail.

The purpose of this call is not only to discuss funding availability, but also to understand the Client’s business, use of funds, required funding structure, available security/collateral, current documentation, decision-making authority and timing expectations.

Where Newton Ventures is satisfied to proceed, our Group’s Analyst is assigned, our Dubai entity is named to the Client and the initial Analyst call takes place. The Analyst then undertakes a structured review of the Client’s available information — including the pitch deck, executive summary, business plan, financial model, historic financials, corporate documents, asset information, contracts, valuations, appraisals, permits, management biographies, data room materials and other supporting information relevant to the Funding Request.

The purpose of this stage is to assess whether the Funding Request can be presented credibly, identify gaps or inconsistencies, clarify the use of funds, review the proposed funding structure, consider the security or collateral position and determine whether the case is suitable for Capital Request File preparation and submission. The Client Mutual NCNDA and the Client Declaration contained in our Dubai entity’s Process, Parties Involved, Fees & Timelines document are signed before the Client Fee Agreement is issued; once the complexity and resources required are understood, our Dubai entity issues the Client Fee Agreement, which both Parties sign before the Client gives its Authority to Submit.

Once the Client Fee Agreement is signed and our Group confirms it holds the information reasonably required to prepare the Capital Request File, the Client gives its written Authority to Submit. Our Dubai entity then invoices the Commitment Fee, which is payable within 3 Business Days.

Our Group prepares the Capital Request File on proof of payment and, once the Commitment Fee has been received in cleared funds, submits it and the supporting information to the relevant Funding Channel and/or Capital Provider, for the purpose of obtaining the Letter of Engagement and Indicative Terms.

After submission, our Group provides the Preliminary Data Room — a data room in our Group’s own standard format, designed to cover the information the Funding Channel or Capital Provider typically requires during full due diligence — so that the Client can begin assembling its due diligence information early. On the principal Funding Channel Route, our Group also provides an Illustrative LoE & ITs Template, which contains no transaction-specific terms. The Preliminary Data Room is provided as a courtesy: populating it does not satisfy the Funding Channel’s formal due diligence review, which takes place after the LoE & ITs have been signed and the fees then due have been paid.

If indicative terms are secured, our Group will send the Letter of Engagement and Indicative Terms to the Client, together with a summary of the key commercial points and proposed funding structure.

The LoE & ITs are issued only once the Funding Channel has secured indicative terms from at least one Capital Provider, or a Capital Provider has issued them directly. They are not final Binding Written Offer Terms — they are the formal gateway into full due diligence and underwriting.

On the principal Funding Channel Route the LoE & ITs are normally valid for 14 calendar days; other Funding Channels may apply different validity periods, which our Group confirms with the Client before submission. The Client should ensure that all required directors, shareholders, professional parties and decision-makers are aligned before the LoE & ITs are issued so an informed decision can be made within the validity period.

Where appropriate, our Group will arrange a call between the Client and the relevant Funding Channel to discuss the LoE & ITs, understand the due diligence process and ask questions before deciding whether to proceed.

If the Client wishes to proceed, the Client signs the Letter of Engagement and Indicative Terms. Once countersigned by the relevant Funding Channel (or, where a Capital Provider has issued them directly, by that Capital Provider), invoices are issued for our Dubai entity’s Progression Fee and any Funding Channel Contribution Fee, in accordance with the relevant Client Fee Agreement and LoE & ITs.

Upon receipt of the required fees, the matter proceeds into full due diligence.

The Funding Channel will allocate a dedicated analyst to oversee the case, with director-level oversight where required, and will provide its own data room for the Client to populate — on the principal Funding Channel Route, the Google Drive Link Data Room. Material the Client has assembled in the Preliminary Data Room is transferred into it.

Our Group assists during this stage by liaising between the Client and the Funding Channel, reviewing the populated data room at a high level, coordinating calls and helping to ensure that information requests are dealt with efficiently.

This process continues until sufficient information has been collected and reviewed to allow the Funding Channel to prepare the Investment Memorandum to be sent to Capital Providers.

Once sufficient due diligence has been completed, the Funding Channel prepares the Investment Memorandum, summarising the Funding Request and supported by the Client’s populated data room.

A draft is sent to the Client for comment and sign-off before it is sent to Capital Providers.

Once the Client signs off the Investment Memorandum, the Funding Channel sends the IM and supporting data room to relevant Capital Providers, who typically review and may raise further questions or request clarification.

Our Group and the Funding Channel assist in coordinating responses from the Client where required.

If a Capital Provider is satisfied following review and due diligence, Binding Written Offer Terms may be produced for the Client’s consideration.

If the Client accepts the Binding Written Offer Terms, the matter proceeds to final legal documentation, including any required security, debenture, charge, pledge or other collateral arrangements. Capital is then released at Completion — Drawdown for debt, or the equivalent closing for other capital.

Our Dubai entity and the Funding Channel (where applicable) raise their respective Completion Fee invoices at Completion or as otherwise agreed in the relevant documentation.