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

31 October 2023

TINTRA PLC

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

Half-Yearly Results for the six-months ended 31 July 2023

Key Highlights

·      Since 31 January 2023, the Company has continued its focus on its transformative change management process. This includes, in particular, focusing the business on its core aim of building a deep tech-based banking business of the future. In this respect, the Company continues to put in place the essential building blocks for technology and banking infrastructure, including key talent hiring at all levels, securing our first regulatory licences, contracting for our major banking infrastructure system and significant work has taken place to build the functional requirements for that.

·      The Company is building infrastructure that has the potential to change the way the world banks. Having secured operating licences in two key jurisdictions, namely Mauritius and Qatar (further details are outlined below), and with work continuing to secure operating licences in at least three other regions and countries, Tintra was pleased to announce on 25 September 2023 that it had entered into a technology partnership agreement to assist a United Nations backed project managed by a leading global private markets impact investment manager, to provide the planning and technology for the core digital banking system of a Blue Green Bank.

·    On 10 March 2023 the Company announced £1,666,667 (US$2,000,000 of new capital was to be raised  from a middle eastern investor. This new capital was replaced with a revolving finance facility (from the same party), as a post balance sheet event in August 2023, to US$3,000,000 with 0% interest incurred in the first 180 days, thereafter 5% per annum, and with a term of 18 months to be purposed for general working capital. As of the date of this announcement, no funds as of yet have been drawn down under this facility but the Company retains the right to do so.

·    As of 31 July 2023, a total of £672,273 had been repaid to Fintech Leaders Fund, LLC ("FLF"), in relation to the share placement deed that was announced on 16 December 2022; on 5 May 2023 the Company announced, amongst other matters, that it had been in discussion with FLF with a view to bringing the Share Placement Deed between it and FLF to an end. The Company and FLF entered into a Settlement Agreement in early July 2023, following the issue by FLF of two statutory demands which the company refuted. As of the date of this announcement, full repayment of the sums due to FLF have not yet been made and the parties remain in dialogue.

·      The Company continues to build infrastructure that has the potential to change the way the world banks. Notwithstanding this, it was known to the Company that  this program of works would take time to contribute to the first revenue-generating activities and, as such the Company has not expected to make a profit during this period.

·      During the period the Company successfully filed more than a dozen new patent applications in both the US and the UK to protect its inventions and intellectual property. It has secured regulatory licences in Mauritius and Qatar, and other permissions to incorporate a new subsidiary, Tintra Consult (Singapore) PTE as part of its growth strategy and to begin the process of understanding the regulatory landscape for a banking licence in Singapore in due course. The Company announced that it is setting up a strategic banking hub in Rwanda, following discussions with key departments, including with the Rwandan Central Bank and Rwanda Development Board, this latter process is progressing successfully as further detailed in the RNS issued 8 March 2023.

·      Despite the progress outlined above, there have been challenges this year to date and the rate of growth and expansion of the Company has been slowed by:

o  lengthy issues with moving funds from accounts in the Middle East to the UK

o  the administrative overhead and distractions of running a public company (including the need to set up a relationship with a new firm of auditors for its annual statements of January 2023, as described in the Company's announcement of 17 October 2023),

o  the steps it has had to take the Company out of the Placement Facility with FLF since February 2023,

o  the recent possible cash offer received to acquire the entire issued, and to be issued, share capital of the Company, as announced on 7 September 2023 and an update provided on 5 October 2023, and

o  arranging its capital structure to be prepared to respond to that possible offer.

Commenting on the results and outlook, Chairman of the Board of Directors, Mr Roger Matthews, said:

These six-monthly unaudited results are uneventful but are in line with what the Board expected and estimated, with no income generation as the Company focuses entirely on developing and building its technology and infrastructure for what we hope will be the first of a global network of blue green banks.

Our focus continues on building this deeply innovative, regulated business, implementing a unique combination of Tintra's proprietary AI-driven technology and deployment of market leading systems technology, supported by a growing number of global banking and payment services licences and patents with a strong ESG framework.

Our AI team and advisory panel continues to include deeply experience professionals, with PhDs across a range of disciplines, sector experts that are working in multiple countries as well as areas of our business.

While the business continues to meet challenges that it must face into along the way, it is also gratifying that the true value of our work has started to be rewarded through participation in such key partnerships. I am extremely grateful for the high level of commitment of our staff to achieve our objectives and goals at pace.

Commenting on the results and outlook, Chief Executive Officer, Mr Richard Shearer, said:

The first six months of this financial year saw a number of focusses, the most important of which was the continuation of converting what was an abstract vision to an achievable reality, with a vast amount of work on technology, artificial intelligence, ethnography, politics, and regulatory frameworks being completed by brilliant minds focused solely on our mission of bringing financial inclusion to a world in which it is sorely and unfortunately lacking. The ratification that came with the technology partnership agreement in relation to the blue green bank was very important to us and our teams. 

However, it has also been a period of challenge which started with various funding and investment structures put in place since the end of 2022, changes in the external macro environment and changes in the way that fintech businesses are perceived, and on top of that trying to navigate through ever-tightening financial regulation (e.g., audit).

Managing these challenges and the ever-present requirements that come solely from being a public company means that there has been plenty of cause for distraction of senior management time. We have worked hard to manage that and bring these matters to a close so that on a forward-looking basis to regain the rightful balance of all management time onto building the business, delivering on key partnerships, and further developing important relationships with Central Bankers, investors, Governments and leading business figures from around the world who share our vision and support our mission.

In the next six months, as we exit legacy finance arrangements and restructure our business, this time-saving will allow us to achieve further licences, inventions in technology and make advances in delivery of core technology infrastructure in a more efficient manner.

About Tintra PLC 

Tintra PLC (Ticker: TNT) is an AIM quoted company, with its principal activities in the near term being the research, development and delivery of a global banking infrastructure focused on emerging markets.

With a team that comprises academics, scientists, geo-politicians, technologists, and experienced business leaders the Company has already positioned itself as a revolutionary voice in both banking and technology.

Digital or full bank licences to operate have been awarded or the application process has commenced in key global territories and patents been applied for in the United Kingdom and the United States.

For further information, contact:

TINTRA PLC                                                             020 3795 0421

Richard Shearer, CEO

Website www.tintra.com

Allenby Capital Limited                                                               020 3328 5656

(Nomad, Financial Adviser & Broker)

John Depasquale / Nick Harriss / Vivek Bhardwaj    

Consolidated Statement of Profit and Loss and Other Comprehensive Income

Consolidated Balance Sheet