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

10 March 2023

TINTRA PLC

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

Strategic investment under current funding round,

update on the funding round

and

Total Voting Rights

The board of directors of Tintra (the "Board") is pleased to confirm that, further to the Company's announcement of 30 November 2022 (the "November 2022 Announcement"), it has entered into a new subscription agreement (under the current funding round) for US$2,000,000 (the "Subscription"). 

Background

As announced by the Company on 10 January 2022, the Company had previously agreed with a strategic Gulf-based investor for them to subscribe for new ordinary shares in the Company, conditional on the Group exiting its involvement in the lottery administration business (the "Original Subscription").  The Original Subscription expired following the passing of the long-stop date of 1 April 2022. Since then, and as indicated in the November 2022 Announcement, the Board has presented to certain High Net Worth Investors and Family Offices, including the strategic Gulf-based investor, and as a result the Company is pleased to confirm a new investment by the strategic Gulf-based investor.

Subscription details

The Subscription will be made through a new special purpose vehicle (the "SPV") which is being established by the Gulf-based investor for the purpose of making the investment. The Subscription has no conditionality, however based on earlier funding rounds taking longer to close than anticipated, the funds due under the Subscription are, under the agreement entered into between the Company and the investor, contracted to be received within 45 days to enable the establishment of the SPV.

The Subscription is for 141,483 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"), priced at 1178 pence per Ordinary Share, at an exchange rate of £1.00:$1.20 (the "Subscription Price").

For each two new Ordinary Shares purchased under the Subscription, the investor will receive one warrant to subscribe for new Ordinary Shares at an exercise price of 504 pence per Ordinary Share for a period of five years, conditional on either the market capitalisation of the Company exceeding US$500 million for a period of three consecutive trading days or a future funding round being concluded with a post-money valuation of US$500 million or greater (the "Warrants").  A total of 70,742 Warrants will be issued under the Subscription, once the funds are received.

Once the US$2.0m from the Subscription announced today is received as per the above timetable, US$12m (out of the Board's target to raise circa US$25m) will have been raised under the current funding round.

Further announcements will be made by the Company as and when appropriate in relation to amongst other matters, the Subscription and the receipt of funds from the Gulf-based investor.

Richard Shearer, Tintra CEO, said, "We continue to make headway in the funding round, both with conversations that have been ongoing for some time and with new conversations starting. We have strategically now broadened the geographic footprint of our funding discussions in line with both macro-economic realities and the advancing nature of the Puerto Rico IFE application. As such we are now for the first time in funding discussions in Latin America over the past few weeks from where we hope the next amounts to come from.

We continue each week to make advances, and in some cases breakthroughs, in the regulation, tech and culture verticals.

We have this week had our Head of African Strategy, Constantine Chikosi in the offices in London all week where we have made massive headway in Tintra's strategy for the African continent. Having an ex-World Banker leading that for the past month or so has changed the cadence of the African roll out unrecognisably and we will be adding in funding discussions on that continent over the coming few weeks.

The reality is that there remains a lot of capital globally looking to deploy into Artificial Intelligence. That has not changed, if anything the sector is becoming more desirable not less and whilst it's not as fast as I'd like post the downturn we have enough visibility on the discussions to feel comfortable that we will continue to close out this round.

To the point where, learning lessons learned in the last few months that things now take longer, we've also recently begun early-stage conversations with two sovereign funds about what the next round might look like and what they'd need to see us have delivered and/or have operational before we'd meet their criteria."

Update on Funding Round & Total Voting Rights

Further to the Company's announcement on 30 January 2023, the Company is pleased to confirm that 684,594 new Ordinary Shares have been issued in certificated form to Ares FZE LLC. Accordingly, application has been made to London Stock Exchange plc for 684,594 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is currently anticipated that Admission will become effective and that dealings in the new Ordinary Shares will commence on AIM at 8.00 a.m. on or around 16 March 2023.

On Admission, the Company will have 16,138,263 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 in issue and voting rights will be 16,138,263 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. 

On Admission, Ares FZE LLC will hold the equivalent of 4.24% of the Ordinary Shares in issue.

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