TINTRA PLC

 (“Tintra”, the “Group” or the “Company”)

Strategic Investment Under Funding Round

The board of directors of Tintra (the “Board”) is pleased to announce that further to the announcement of 26 November 2021, it has agreed the first subscriptions under the current funding round, raising a total of US$3 million (the “Subscriptions”).

The Subscriptions are for USD $1 million (the “First Investor”) and US$2 million (the “Second Investor”), priced at 504 pence per new ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) at an exchange rate of £1.00:$1.336 (the “Subscription Price”). This amount is calculated so that based on the funding round closing at $10m, the post-money valuation of the Company at the Subscription Price would be $100,000,000 (One Hundred Million United States Dollars).  For each new Ordinary Share under the Subscriptions, the investors will receive two warrants to subscribe for new Ordinary Shares at an exercise price of 50 pence per Ordinary Share for a period of five years, conditional on either the market capitalisation of the Company exceeding US$250m for a period of three consecutive trading days or a future funding round being concluded with a post-money valuation of US$250m or greater (the “Warrants”).

The subscription by the First Investor, an entity controlled by the US-based family office of Omar Mangalji, a member of the Canadian Mangalji family, is for 148,511 new Ordinary Shares, and is unconditional.  The funds received from the First Investor will be used for the development of its “FinTech” payments business and for general working capital purposes.

The subscription by the Second Investor, a strategic Gulf-based investor is for 297,022 new Ordinary Shares. This is conditional only on the Company’s divestiture of its lottery administration business by 1 April 2022 (also the long-stop date for the subscription agreement), for which the heads of terms for its disposal were announced on 21 October 2021; the divestiture process remains ongoing and is expected to be completed prior to the end of the Company’s financial year end (31 January 2022) (the “Divestiture”).  Once the Divestiture is completed and announced, the subscription will in turn complete within 3 working days, at which point a further announcement with further details will be made.

The Subscriptions are part of the Company’s fundraising plans that were set out in the announcements of 4 November 2021 and 26 November, following the passing of the resolutions at the general meeting held on the same day.  It is the Board’s plan to raise a total of US$10,000,000 (including the Subscriptions) as part of this fundraising on the same terms as the Subscriptions and is in advanced discussion with other strategic investors (the “Funding Round”).  Further announcements will be made at the appropriate time and the Funding Road is expected to close before the end of the Company’s financial year end.

The Subscriptions would constitute 3 per cent of the Company’s Ordinary Shares on successful completion of the Funding Round.  The subscription by the First Investor is equivalent to 1.11 per cent of the current issued Ordinary Shares.

On completion of the Divestiture, Tintra will be solely focussed on its RegTech activities, with the joint venture announced recently, Finsensr*, at the core of its strategy.  The application of artificial intelligence (“AI”) within the banking and infrastructure technology systems that the Company is developing, focused on frontier and emerging markets, is one that the Board believes has future potential.

Richard Shearer, Tintra CEO, said, “I am delighted to be announcing the first tranche of our first funding round.

Both of our new funding partners are sophisticated investors and this nod of support in what we are building, and its potential is a very rewarding feeling.

We are moving incredibly quickly, and while of course there will be bumps in the road, we feel we have now got a clear run at the target. Both of our two current banking applications in development are tracking better than expected and are on target to be completed on time. Our friends and JV partners over at TMC2*, who are about to exit their previous AI project at a valuation north of $5Bn next month (based on reports in the press over the past few weeks) are freeing up to focus all their energies on our game changing regulatory technology.

The Funding Round, once completed, will give us the runway now to start building out a best-in-class team, some of whom I expect to be announced to the market during the next quarter, and to engage some of the best consultancy minds in the sector who we have been positioning over the past few months.“

(* See the announcement of 24 November 2021.)

Admission and Total Voting Rights

Once cleared funds have been received from the First Investor, a further announcement will be published and an application be made to admit to trading on AIM the new Ordinary Shares subscribed by the First Investor, with admission expected on or around 14 January 2022 (“Admission”).

On Admission, the Company will have 13,514,519 Ordinary Shares in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company’s total number of Ordinary Shares and voting rights will be 13,514,519 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.