THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

24 November 2021

TINTRA PLC

 ("Tintra", the "Group" or the "Company")

Entry into AI Joint Venture

The board of directors of Tintra (the "Board") is pleased to announce that it has today entered into a joint venture agreement with Time Machine Capital 2 Limited ("TMC2") around the application of artificial intelligence ("AI") in international payment services (the "JV").  The JV is the conclusion of the process previously described in the announcements of 8 and 13 October 2021.

TMC2 is a specialised AI investment and research business focused on applied AI in the financial services.  TMC2 is backed by the award-winning team that founded Mashtraxx, the AI engine behind a multi-billion-dollar US-based social media platform.  TMC2 established a new affiliate Finsensr, to enter into the international FinSim 2020 competition, subsequently winning the competition.  Finsensr Limited ("Finsensr") was founded to specialise in the automated learning of effective and precise semantic models in the financial sector, with expertise including Natural Language Processing ("NLP"), Machine Learning ("ML"), and AI.

Finsensr is the entity through which the JV will be conducted, which holds key intellectual property in the areas outlined above that was developed by TMC2 and its founders.  Under the terms of the JV, Tintra will issue to TMC2:

·   636,475 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") (equivalent to 5% of the existing issued Ordinary Shares - the "New Ordinary Shares"); and

·    636,475 warrants to subscribe to new Ordinary Shares at a price of [52.5] pence (equivalent to the closing mid-market price of the Ordinary Shares on 22 November 2021) and a term of 5 years (the "Warrants"). The exercising of the Warrants is conditional on the market capitalisation of Tintra (calculated by way of the closing mid-market share price on AIM) reaching the following minimum levels:

o  127,295 at a £250,000,000 market capitalisation

o  254,590 at a £500,000,000 market capitalisation

o  254,590 at a £1,000,000,000 market capitalisation

(The New Ordinary Shares and the Warrants, together, the "Consideration")

In return for the Consideration, TMC2 will transfer 50% of the issued share capital of Finsensr to Tintra.  TMC2 and Tintra will each appoint 2 directors to the board of Finsensr, none of which will receive any remuneration from Finsensr. One of Tintra's appointees will be Richard Shearer, Tintra's CEO, who will hold the role of chairman and the casting vote.   

Under the JV, Tintra and TMC2 will develop within Finsensr an international financial payments system based on the proprietary AI technology held by Finsensr.  It is anticipated that Finsensr will be consolidated as a subsidiary in Tintra's group accounts.  Finsensr is currently a start-up which holds intellectual property that has not to date undertaken any commercial activity or generated any profits or losses.  Both TMC2 and Tintra will provide personnel to work within the JV, who will be paid for directly by the respective JV partner.  The JV is not expected to impact on the financial performance during the current financial year, however certain future personnel that may be recruited by the Group will work partly or fully within the JV.

Tintra is building banking and infrastructure technology systems that are focused on frontier and emerging markets, which it believes are underserved by today's environment. Tintra is creating an open, integrated banking capability that will provide software as a service ("SaaS") to its clients sitting on its own global banking platform, using scalable infrastructure and application programming interface ("API") innovation.  The system to be developed in Finsensr is expected to provide the cornerstone element of this platform.

Gary Wright, Finsenr's lead advisor on this project said, "We are excited to enter into this long-term partnership with Tintra to support the expansion of their business through the use of our leading-edge artificial intelligence.

Our in-house team includes PHDs in Artificial Intelligence and Machine Learning related studies. A Senior Executive Team with experience in the financial sector across financial services, including Technology, Corporate banking, Investment management, Fund Management, and transaction services with our key personnel gaining experience in institutions including Sungard, Mann Group, Royal Bank of Scotland, M&G, Prudential, Simplex Technology amongst a host of others.

We are setting out to create the next generation of intelligent automated AI RegTech that we are confident will revolutionise how the financial services industry fulfils the complex demands of KYC and AML compliance and regulatory legislation." 

Admission and Total Voting Rights

An application will be made to admit to trading on AIM the New Ordinary Shares on or around 1 December 2021 ("Admission"). 

On Admission, the Company will have 13,366,008 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 13,366,008 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.

For further information, contact: