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.

30 January 2023

TINTRA PLC

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

Issue of Ordinary Shares Under Funding Round

Further to the announcement of 16 December 2022, the Board is pleased to confirm that the US$10,000,000 in settlement of the subscription for 684,594 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"), priced at a subscription price of 1178 pence per Ordinary Share, at an exchange rate of £1.00:$1.24, has been received (the "Subscription").

The Subscription has been made by Ares FZE LLC, a company incorporated by the International Freezone Authority in the United Arab Emirates (the "Subscriber").

An application for the 684,594 new Ordinary Shares to be issued under the Subscription to be admitted to trading on AIM ("Admission") will be made shortly. The Subscriber is currently in the process of opening an account to enable delivery of the new Ordinary Shares into CREST and a further announcement will be made once an application is made for Admission.

On Admission, the Subscriber will hold the equivalent of 4.24% of the Ordinary Shares in issue.

For each two new Ordinary Shares issued under the Subscription, the Subscriber 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 from Admission, conditional on either the market capitalisation of the Company exceeding US$500,000,000 for a period of three consecutive trading days or a future funding round being concluded with a post-money valuation of US$500m or greater (the "Warrants"). A total of 342,297 Warrants will be issued on Admission.

Richard Shearer, the Chief Executive of the Company says "I'm of course delighted to be in receipt of these funds and the commitment made to Tintra Plc; with the funds received last month, and the further commitment under that contract, we now have a mixed funding stack to see us through most of this year under any circumstances.

The current fund-raising climate is challenging, to say the least, but being able to fall back on the wider Tintra Group's broad relationship base is very helpful. While this is no guarantee of success, raising these funds in a market such as this is something that we're proud of, especially considering the Company's market capitalisation.

We continue to make headway with further closings in this fund raise and I fully expect that we will announce further progress soon. We continue to have ongoing funding discussions with a large number of funders globally, with new prospective partners being added constantly. Our focus is primarily on getting funds through the door, but where possible its finding partners that add strategic value.

We are funded for the rest of the year even at a high capital deployment rate, but as we continue to raise funds we have really great conversations ongoing through which we feel very comfortable.

Further to my comments on the funding round I felt that it might be worthwhile to reiterate some broader points that I thought may be helpful to the market's view of us as a company.

I have made several comments both in RNS and in the press where I have mentioned that my focus is on what the share price does in 3, 5 or 10 years, rather than short-term fluctuations, and this is also the view of all senior members of the team and indeed all of the plain equity subscribers who have invested into the Company over the last year or so. I do not really follow the markets or what our share price is doing on any given day and I encourage those buying our shares publicly to do the same. We are driven by mission and following the 'true north' plan that we have set out.

I would ask and encourage all of our existing and potential shareholders to take the time to understand our mission, to decide if they think we are the right team to deliver on it and whether or not it will be profitable when we do. If the answer to that is no, then of course we're likely not a place for that individual or business to invest. If the answer is yes, then I'd implore them, to share this long-term view.

All decisions are made through one lens: does this get us closer to achieving our end goal. Some of those things will be immediately obvious, some will be less so. In retrospect we may decide that we didn't always get everything right, and there will be other decisions that we become very proud of. This is the nature of building something revolutionary. But every decision takes into account what we want to achieve and whether it will ultimately deliver on our mission to drive real change and create substantial profit for each and every one of our shareholders.

It's not inconsequential that, by a long distance the largest shareholder in the company is an entity related to the wider Tintra group, so whilst I speak a lot about mission and societal causes, there is an established corporate drive for building a successful high value business. As CEO, I'm certainly not seconded to Tintra plc because of the £1 per year Tintra Holdings receives for my services - I am expected to deliver value and opportunity for that largest shareholder, and consequently all other shareholders.

Tintra Plc are engaging some of the best minds in the world in our sector to work with us on this project, not because of our current share price but because of our mission. We are laser focused on success and changing the life of millions of people around the world. This is not however at the expense of company valuations, but it is what will allow us to achieve our ambition of building a $10BN company if we succeed; there are of course challenges and execution risk between here and there.

As above, every decision we make is based on whether it gets us closer to success in our mission. It is never, what are the optics or what will it do to the share price. Usually a business running a strategy such as ours is still private, so its steps along the way, including time slippages, mistakes and missteps are just that, private.

I would like the market to understand that when we make statements that look to the future, they are just that, forward looking statements subject to change and adaption based on real-world, real-time realities. We run an agile business strategy that allows for these eventualities, no single piece of news, however good it may sound, is 'the one' and conversely no missed deadline or single decision is terminal. Frankly, I'd love to not have to give fixed times for every forward-looking announcement we make, but it's something I have to live with, and of course do happily.

We are driving a transformative business, one that has buy-in externally from governments, regulators and high-profile investors across the world. Please take a view on our mission and then take a long view on the business.

To that end and to assist in conveying this as well as we can I'm planning to do a Q&A for the market during February at some point, which I hope will be a welcome addition to our communications strategy.

Today, I hope that our share price reacts rationally given the above context. Today's news is one piece in what is a long road to success; we have many more steps to take whilst we are on this journey with everything we do based on very zoomed-out thinking; it is just another piece of a very complex multi-year business plan that we are progressing day by day."

Total Voting Rights

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 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.

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