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

29 July 2022

TINTRA PLC

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

AGM Statement

The Annual General Meeting for the year ending 31 January 2022 will be held at 9.30 am today (the "AGM"). Richard Shearer, Group CEO, will make the following AGM Statement and provide a Group Strategy Update.

"It is a year since I took over as CEO in July 2021, and today is the date where we draw a line in the sand from the legacy businesses towards the restructured forward looking Deep Tech & Banking Business that we are developing, built on the legacy payments business.

We had intended that today would start with the issuing of the Annual Report, but this is now expected to be published later today, and this will be a defining moment in many ways for Tintra PLC.

Much of my first 6 months as CEO was focused on rationalising a business that had been ineffectively run for a number of years, understanding what we had, where we could take it, and what actions needed to be taken to do so.

The first 90 days involved analysis of business units as diverse as gambling, payments, legal services and even soccer pitches. The result of this process saw urgent change management. In my view, to succeed, a business needs to have a core focus, the right team to execute, a defined strategy and no distractions of non-contributing businesses. This is how we proceeded.

During that process, we very quickly disposed of the legal business, it was non-profit making and had little chance of scaling to the kind of size that we thought would bring value to shareholders.

PPSL was analysed and whilst it had been a good contributor to the Company since its original IPO in 2006, it had not been showing great growth potential for a number of years, with major competitors having started more recently and doing better. It was resolved to dispose of that asset. We were able to reach terms with one of the premier operators in the country in a deal that provided decent commercial terms along with the certainty that the many worthy causes it supported were going to be well looked after by the new, very capable, owners.

We had envisaged that transaction being smoother than it turned out to be. Some commercial decisions by the management of PPSL meant that the regulatory complexity was also increased, coupled with the client base which includes hundreds of small charities up and down the country.  PPSL now sits outside the Group but we continue to expect the original sale to be completed on materially the same terms as previously announced.

The most significant challenge in those first six months was with St Daniel House ("SDH"). The payment business had reported a loss in the accounts to 31 January 2021 but it was not until we undertook a deep dive review that we realised the challenges were greater than we at first understood. SDH is the tech entity that forms the foundation for our go forward strategy, so the legacy issues found here were a major concern.

At the end of that process, it was understood that SDH had incurred significant losses. By that time, we were very advanced in our strategy and I did not want to burden Tintra plc with having to undertake further onerous obligations on behalf of SDH, which it had become clear it was unable to meet, and, consequently, as announced on 8 December 2021, Tintra Acquisitions Limited ("TAL"), the Company's largest shareholder that which I ultimately control, provided guarantees to support SDH in excess of £1.3m. By TAL taking that burden we were able to ensure that this legacy issue did not affect our go forward strategy or our ability to raise funds.

All of these steps meant that we have now right sized the business, dealt with legacy issues, normalised the operation and started work on that strategy that will take us well into the future.

During that same period, a separate team were developing the Groups operational strategy, publicly evidenced by the signing of the Strategic Venture Agreement with TMC2 to assist us to build out our revolutionary banking platform. That relationship has already proved to be a huge success, resulting in 4 patent applications in the UK and USA along with some major advancements into web3 and the metaverse; we will start to share these soon.

This year has seen a laser focus on building for tomorrow. Our strategy is an unusual one, we are running what in many ways is a private US style VC strategy from a public UK business. Not least is this demonstrated in our first main external funding round earlier this year which raised funds that valued our concept at $100m.

We intended that round of funding to last through to the end of 2022, as we anticipated quite a long incubation period. However, during Q2 we undertook a massive project to fast track our development, the result of which has been reported in small part, with further updates expected to be released in September.

The result of this process means that we are some 6 months ahead of our own roadmap. As such immediately after the AGM we will be commencing a funding round based on these new fundamentals. The round intends to raise $25,000,000 for not greater than 10% of the Company.

This fundraising round will see the Company scale to some 130 staff members in 4 countries over the next 12 months and in that same period deliver more patent applications, likely two of our primary banking licences, as well as the full tech stack, moving us toward a launch of these major operations in Q3 2023.

A substantial amount of additional information on the strategy will be further outlined in the Annual Report."

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