TNT.L Regulatory News (TNT)

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

27 October 2022

TINTRA PLC

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

Half-Yearly Results for the six-months ended 31 July 2022

Key Highlights

· £1,707,029 (US$2,250,000 at February 2022 FX rates) of new capital raised by the Company in the period since 31 Jan 2022.

· The Company has built upon its existing payment processing business by fully transitioning into a Deep Tech & Banking business focused on building the technology and infrastructure for its platform. This is currently planned to the launch in late 2023. As such all revenues ceased and the Company has not generated revenue during the reporting period ending July 31, 2022.

· The Company has not expected to make a profit during this transitionary period, as it focuses on delivering on its commitment to democratise finance and be the first global Web 3.0 clearing bank and does not expect to do so for the remainder of 2022.

· With the completion of the sale of certain of the assets of Prize Provision Services Limited's external lottery administration business, announced 18 October 2022, the Group's divestment of all legacy non-core business units is complete.

· The Company, as previously announced, holds, has applied for or is in the process of applying for banking and financial services licences or patents in 6 key global jurisdictions to support its business plans.

· Contracts have been entered into between the Company and Temenos, who will provide its core banking software to Tintra, which will be integrated with Tintra's innovative artificial intelligence-based approach to customer and transaction identification, details of which were announced by the Company on 14 September 2022.

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

These six-monthly results are in line with what the Board expected and estimated, with no income generation as the Company shifted entirely into the development and build of its technology and infrastructure for its new platform.

Our focus continues building this deeply innovative, highly regulated new 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, supported by patents totalling 4 during the period with more to come and a very strong ESG framework driven in large part by the work of the Tintra Foundation.

Our team that now includes professionals with PhDs across a range of disciplines, sector experts that are working in multiple countries as well as areas of our business.

I am extremely pleased with the high level of commitment by our staff of achieving our objectives and goals which are developing at impressive pace. Not least the delivery of a book, previously summarised in our annual report, of original thinking that was produced that now forms the backbone of the reborn Company that is in many ways revolutionary.

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

The first six months of the financial year saw the transition from the old business to the new materially complete business, building upon the Group's legacy payment processing activities. In this regard, the business and all the various teams are focused 90% on the future. We continued to make bold statements and execute on them. The remainder of 2022 will see that forward focus increase to 100%.

With all non-core legacy businesses gone, we now have dozens of brilliant minds focused solely on our mission of bringing financial inclusion to a world in which it is sorely and unfortunately lacking.

Our mission is big, it is complicated and it is challenging, as such the first six months of the year were about defining the goals of what success looked like in a way that made it not an abstract vision but an achievable reality. This included a vast amount of work in technology, artificial intelligence, ethnography, politics, and regulation. The result, which has been reported upon elsewhere, was a major book that sets out very clearly in deep detail what we need to do politically, technologically, and financially to achieve those goals along with the award of licences in Mauritius and Qatar and patents in the United States and the United Kingdom.

Having the strategy now so clearly articulated means that we are now firmly in the delivery phase which manifests itself as the build out. This is a mixture of technology and regulation with distinct teams working on both, primarily in London for technology and in a range of geographies on the regulation piece.

I speak to Central Bankers, investors, Governments and leading business figures from around the world every week and the support and encouragement that our mission receives is constantly humbling to me, but at the same time it is wonderfully energising that our mission is so of the moment in so many peoples' minds that we simply must succeed, and succeed we will.

I am passionate beyond words about our mission and more and more people join in that passion daily.

With our funding round close to completion, on terms materially in line with those previously indicated before the end of November, we now are moving into the deep work phase where we make innovative, valuable, and material leaps that will in time revolutionise banking across the emerging world as we use Artificial Intelligence to bring Real Change™.

This next six months will see the award of further licences and further inventions in technology as we focus on delivery of our latest Project Execution in July 2023.

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

There is no material difference between the fair value and the book value of cash and cash equivalents.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT FOR THE SIX MONTH PERIOD ENDING 31 JULY 2022; FURTHER DETAIL IS SET OUT IN THE GROUP'S FULL YEAR ACCOUNTS AND FINANCIAL STATEMENT OF 31 JANUARY 2022, THE METHODOLOGY BEING UNCHANGED SINCE THEN

Tintra PLC is a public company limited by shares incorporated and domiciled in the United Kingdom and registered in England and Wales under the Companies Act 2006.

 The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The parent company financial statements present information about the Company as a separate entity and not about its group.

The Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006. 

1 Basis of Preparation

These interim results for the six months ended 31 July 2022 have been prepared using the historical cost and fair value conventions on the basis of the accounting policies set out below. This interim report has been prepared in accordance with International Financial Reporting Standards ("IFRSs"); it is not in accordance with IAS 34 and therefore is not fully compliant with IFRS.

These interim results have been prepared under the historical cost convention. Areas where other bases are applied are identified in the accounting policies below.

The financial information for the year ended 31 January 2022 does not constitute the Company's statutory accounts for that year but is derived from those accounts. Statutory accounts for 31 January 2022 have been delivered to the Registrar of Companies. The auditors reported on those accounts, which can be found on our website.

This announcement contains certain forward-looking statements with respect to the operations, performance and financial position of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of the preparation of this announcement and the Company undertakes no obligation to update these forward-looking statements. Nothing in this Interim Financial Report should be construed as a profit forecast.

The unaudited interim financial report, which is the responsibility of the directors and was approved by them on 25 October 2022, does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006.

This report is available on Tintra PLC's website at www.tintra.com. Copies are available from the Company at its registered office: 2nd Floor Berkeley Square House, Berkeley Square, London, W1J 6BD.

1.1 Change in accounting policy

There have been no changes in accounting policies since 31 January 2022 apart from those due to the adoption of new or amended accounting standards. These include adoption of certain IFRS standards that are not yet effective will be adopted by the Group in future periods, as set out in the Group's full year accounts dated 31 January 2022.

1.2 Going concern

In these financial statements the Group reported an operating loss of £446,000 (H1 2021: Profit £94,000) and has net assets of £1,414,000 (H1 2021: net liabilities £1,179,000). The Company is well capitalised for its current burn rate and is currently in the process of raising $25,000,000 as part of our next funding round announced in July 2022.

The current funding round once completed will provide a runway for the build of the banking technology and licensing that will last 15-18 months and take the Company to early revenue and into our next funding round.

The Directors are therefore confident that the Group will be able to generate sufficient resources to meet the Group's future cash flow requirements and settle its liabilities as they fall due. Therefore, the Directors are of the opinion that the Group has adequate resources to continue in operation for the foreseeable future and they consider it appropriate to adopt the going concern basis in preparing the financial statements.

2 Earnings per share

The calculation of basic earnings per share and diluted earnings per share is based on the results and weighted average number of ordinary shares as follows:

The denominator as of 31 July 2022 is calculated as the weighted average of the 14,514,519 equity shares as at 1 February 2022 plus 37,128 shares issued in April 2022, 148,511 shares issued in April 2022, and a further 148,511 shares issued in April 2022.

As of 31 July 2022, the Shareholdings of the Board and Significant Shareholders (as defined in the AIM Rules for Companies) was as follows, to the best of the Company's knowledge:

3 Equity Share Capital

Deferred shares carry no voting rights, have no rights to participate in dividend distributions, have the right to participate in capital distributions on winding up to a maximum of £1,000,000 paid in respect of each ordinary share and are non-redeemable.

As of 31 July 2022, the issued share capital comprised 14,848,669 ordinary shares of 1 pence each with one voting right per share ("Ordinary Shares"). The Company does not hold any Ordinary Shares in treasury. The total number of Ordinary Shares and voting rights in the Company is therefore 14,848,669.

4 Discontinued operations

5 Related Parties

The transactions set out below took place following the end of the half year period to 31st July 2022.

Exercise of Options

Further, on 21 September 2022, the Company announced that it received a notice to exercise options from a former director of the Company, the details of which were originally announced on 24 April 2018. The option required the payment of £20,000 to the Company. As such it is today issuing 20,000 ordinary shares of 1 pence each ("Ordinary Shares") at an exercise price of 100p per Ordinary Share following receipt of payment.

Tintra Acquisitions Limited

As set out in the regulatory news announcement of 21st September 2022, the Company had on that day received a notice from Tintra Acquisitions Limited ("TAL") which is a party that is indirectly controlled by Richard Shearer, that in accordance with the financing agreement announced on 25 March 2021 (as amended by the announcement of 15 July 2021), that TAL wishes to settle £100,000 of its existing loan facility to the Company (the "Loan" - current balance £467,500 plus accrued interest) through the issue of £100,000 of 5%, 3-year, convertible loan notes, convertible at a price of 10 pence per Ordinary Share (the "Convertible Loan Notes").

Immediately following the issue of the Convertible Loan Notes, TAL requested to convert £25,000 of the Convertible Loan Notes into 250,000 Ordinary Shares (the "Conversion Shares"). Following the issue of the Convertible Loan Notes and the Issue of the Conversion Shares, the balance of the Loan will be £367,500 (plus accrued interest) and TAL will hold £75,000 on Convertible Loan Notes.

PCA Dealing

On 21 September 2022, TAL informed the Company that it has sold 90,000 Ordinary Shares in order to settle tax liabilities related to past Ordinary Share transactions. On Admission (and subsequent to this sale), TAL will hold 3,978,611 Ordinary Shares, equivalent to 26.32% of the current issued Ordinary Shares.

- ENDS -