Fintech and Agri-Fintech Company, Tingo Group, Inc., Reports Full Year 2022 Financial Results

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Acquisition of 100% of Tingo Mobile Completed on November 30, 2022, making the Company significantly profitable from December1, 2022

Company’s Integration with Tingo Mobile saw a Significant Acceleration in Growth of the Combined Group During Q4 2022, with the Signing of Major New Trade Partnerships, International Expansion and Launch of Several Significant New Products and Businesses

Acquisition of Tingo Foods Plc Completedon February 7, 2023

Name Change to Tingo Group,Inc. Reflects Importance of Tingo Brandand the Company’s Focus on Leveraging its Significant Market Presence

MONTVALE, US - African Media Agency - 31 March 2023 - Tingo Group, Inc. (NASDAQ: TIO) (“Tingo” or the “Company”) today announced its financial results for the fiscal year ended December31, 2022.

The acquisition of 100% of Tingo Mobile Limited (“TingoMobile”), which was completed on November 30, 2022, has resulted in the consolidation of its financialresults into the Company from December 1, 2022. Today’searnings presentation and this press release also includes pro forma financialinformation for the full year ended December31, 2022, with comparative pro forma financialinformation for the year ended December 31, 2021, so as to provide shareholders with a fuller understanding of the performance and growth of the acquisition and its expected impact on the Company.

Highlights & Recent Developments Financial Results

• Tingo Group cash balancesat December 31, 2022, amounted to $500.3 million, compared to $96.6 millionat December 31, 2021.
• Net revenues of Tingo Group for 2022 (including Tingo Mobile for one month only from December 1, 2022) were $146.0 million,compared to $55.7 millionin 2021.
• Pro Forma Consolidated Revenuesfor 2022 were $1.152 billion,compared to $921.5million for the prior year, which after stripping out non-recurring mobile handset sales in 2021 of $301.0 million, represented an increase of 85.5%.
• Tingo Mobile’s Handset Leasing Revenues for 2022 were $476.3 million, up 50.3% on 2021 revenues of $316.9 million.
• Nwassa Agri Fintech platform revenues for 2022 were $532.2 million, up 168.0% on 2021 revenues of $198.6 million.
• Operating loss of Tingo Group for 2022 (including Tingo Mobile for one month only from December 1, 2022) was $11.8 million, after accounting for non-recurring transaction expenses of $9.6 million and share based payments of $6.6 million, which if added back would result in an operatingprofit of $4.3 million, comparedto a loss of $37.9 millionfor 2021.
• Pro Forma Consolidated OperatingIncome for 2022 was $554.6 million, compared to a loss of $47.0 millionin 2021.
• Pro Forma Consolidated EBITDA¹ for 2022 was $954.5 million, compared to a Pro Forma Consolidated EBITDA¹ of $275.6 millionfor 2021.
• Tingo Mobile increased the customer numbers on its Nwassa Agri Fintech platform to 11.4 millionat December 31, 2022, from 9.3 millionat September 30, 2022, and handled more than $1 billionof customer transactions in the month of December.

1 EBITDA (Earnings BeforeInterest Tax Depreciation and Amortization) is considered a non-GAAP measureof financial performance)

Operational Milestones

• Signed major trade partnership with the All Farmers Association of Nigeria (“AFAN”)on October 20, 2022, which launched ahead of schedule on November 16 2022, and includes commitment to enroll a minimum of 20 millionnew customers with Tingo Mobile.
• Launched operations in Ghana on November 10, 2022, and signed a landmark trade deal with the Kingdom of Ashanti covering major agricultural and cocoa farming region, including a commitment to enroll a minimum of 2 millionnew customers with Tingo Mobile and a target to increase enrollments to more than 4 million.
• Launched global commodity platform and export business on December12, 2022, in partnership withthe Dubai Multi Commodities Centre(“DMCC”), the world’sno.1 free trade zone, with the aim of generating a substantial increase in sales demand for the crops produced by Tingo Mobile’s farmers.
• Launched in Malawi on December 14, 2022, representing a sizeable marketin its own right, and also constituting a strategically important base from whichto expand into East Africa,including the neighbouring countries of Tanzania, Zambia and Mozambique.
• Acquired 100% ownership of Tingo Foods Plc on February 9, 2023, a recently established food processing business with the capacity to offtake large volumes of raw crops from Tingo Mobile’s farmersinto finished food and beverageproducts. Since its inception in September 2022, Tingo Foods generated more than $400 million of highly profitable revenues during the four months ended December 31, 2022.
• Tingo Foods, through a joint venture, has recently committed to fit-out and operate a $1.6 billion state of the art food processing facility in the Delta State of Nigeria, which is believed to be the largest of its kind on the African continent, and is expected to multiply the company’s food processing capacity, as well as expand its range of food and beverageproducts.
• Launched the TingoPay Super App and a pan-African partnership with Visa on February 14, 2023, which once fully rolled out will offer retail customers an integrated digital Visa card, together with payments services,an e-wallet, and a wide range of value-added services.TingoPay, with Visa, will also offer a full range of merchantservices to businesses, including to Tingo Mobile’sfarmers.
• Appointed specialist legal counsel and a team of expertadvisors in February2023 to investigate market manipulation and unlawful naked short selling of stock, and take appropriate action to prosecute any parties that have perpetrated illegal activity, and protect the Company from any such action in the future.
• A special dividend plan and share buyback program are being considered as possible means of increasing shareholder value and to addressthe significant disconnect between the Company’s share price and its real value (in line with valuation multiples applied to other comparable Nasdaq listed companies).

Darren Mercer, MICT’s Chief Executive Officer, commented, “I am delighted with the remarkable transformation that we achieved in 2022. At the beginning of the year, we were faced with the backdrop of huge disruption in our domestic markets of China and Hong Kong, due to widespread Covid lockdown measures, and a significant downturn in the global financial services sector, in response to which we pivoted the Company both geographically and strategically, and acquired a business that is not only growing stronglybut is also addressing some of the world’s biggestproblems, namely food insecurity, financialexclusion and poverty.I feel privileged to be involved with Tingo and have acquired a business whose success is aligned with improving global food supply, and also with helping Africaand other emergingmarkets to become food sustainable.

“Our focus for much of 2022 was on completing and integrating our acquisition. After completing extensive due diligence and analysis on Tingo Mobile with a first-class team of globally renown advisors, includingErnst & Young, Dentons and Houlihan Lokey, before then restructuring the transaction so as to expedite its completion, and improve the terms for our shareholders, we were delighted to close the transaction to combine the companies before year end. This has considerably strengthened our balance sheet at December31, 2022, resultingin gross assets of $1.7 billion, of which more than $0.5 billion is cash on hand. In addition, by closing the acquisition in 2022, we were able to engage one of the world’s leading accounting and audit firms, Deloitte, to audit the combined December31, 2022, balancesheet and financial statements. It also gave us the opportunity to engage GrantThornton to undertakean audit and Sarbanes-Oxley reviewof the group’s internal controlsand procedures.

“I am also delighted with the progress we made with integrating Tingo Mobile into the group during Q4 2022,and in accelerating the expansionof the various businesses. As announced previously, since November 2022 we have signed trade partnerships that are expectedto triple Tingo Mobile’s customers by the end of 2023, in addition to expanding our operations into three new countries, launching two new businesses, namely Tingo DMCC and TingoPay, and acquired the highly profitable Tingo Foods business. These significant developments, and their impact in terms of closing the end- to-end seed-to-sale ecosystem, puts us into a very strong positionfor 2023 and beyond.

“The financial results for Tingo Mobile, and the pro forma consolidated financial information for the group, speak for themselves. Highlights in the pro forma income statement include the 200% growth in gross profit in 2022 to $675 million,and a move from a Net IncomeBefore Tax loss of $47 million in 2021 to a Net Income Before Tax surplus of more than $550 million in 2022. Additionally, we have experienced materialgrowth during the first quarterof 2023, and we expectsuch growth to continue and accelerate throughout the remainder of the year and beyond.

“Having successfully integrated Tingo Mobile into the group and completed an audit with a world leading accountingfirm, we look forward to finally addressingthe significant disconnect in our share price and attract a valuation that is reflective of our consolidated earnings. With more than $500 million of cash on our balance sheet, and the launch of the largest food processing plant in Africa set to take place next year, we have an increasing number of options available to us to overcome the shareprice disconnect. As we continue to evaluate and consider all the options, together with our overall strategy for maximizing shareholder value, we will keep the market apprised and I hope to provide a further updatein the coming weeks.”

Dozy Mmobuosi, Founder & CEO of Tingo Mobile and Tingo Foods, added: “My colleagues and I at Tingo Mobile and Tingo Foods are delighted that we now part of Tingo Group. The completion of the merger on November 30, 2022, represented a major milestone in the history of Tingo Mobile, which my father and I foundedsome 22 years ago. We are alreadyseeing the benefitsof the synergies in the group, and of being part of a Nasdaq listed company, and our shareholders will have noted the considerable progress we have made since the fourth quarter of 2022, with the acceleration of our growth plans and globalization and dollarization strategies.

“We are particularly excited about the completion of the virtuouscircle of our agri-fintech eco-system, where we can now deliver on, and profit from, every part of the journey from seed-to-sale. We are also very excited about our diversification, both geographically, including within my home continent of Africa,as well as into other parts of the world and into other sectors,for example, throughour B2C and B2B TingoPay businessand partnership with Visa.

“As we deliveron our success for the Company and its shareholders, it is of the highestimportance to me and the Board of Tingo Group that we equally deliver on our mission and our Environment Social and Governance (“ESG”) goals, as we continue to strive to meaningfully improve global food security and financial inclusion, and also to deliver social and financial upliftment to our customers and, very importantly to me, help make Africa food sustainable.

“With the major steps we have taken in recent months to capitalize on our merger and the Company’s Nasdaq listing, we are confident we can build significantly on the revenue and earnings growth we achievedin 2022 and deliver considerable value to our shareholders.”

2022 Financial Review

• Net revenues for the year ended December 31, 2022, were $146.0 million,compared to $55.7million in the prior year, an increase of 162%. The increase is mainly attributable to the consolidation of Tingo Mobilefrom December 1, 2022.
• Gross profit for the full year 2022 was $64.8 million, or 44% of revenues, compared to $9.2 million, or 16% of revenues, in the prior year. The increase is mainly attributable to the consolidation of Tingo Mobile for the month of December, as well as to the growth in the margins of the Company’sinsurance agency business.
• Selling & marketing expenses for the year ended December 31, 2022, were $11.1 million as comparedto $6.8 millionfor the year ended December31, 2021. The increase was due to the consolidation of such costs from Tingo Mobile for the month of December, and an increasein marketing expenses for the Company’s insurance businesses, which is offset in part by a decrease in marketing expenses for the stock trading businesses.
• General and administrative expenseswere $58.2 million in the full year 2022, comparedto $36.5 million in the full year 2021, which is mainly attributed to the consolidation of such costsfrom Tingo Mobile for the month of December. General and administrative expenses for the year included $9.6 million of non-recurring transaction expenses and share based payments totalling $6.6 million, representing a decrease in share-based payments of $4.7 million compared to the previousyear.
• Operating loss for the for the year ended December 31, 2022, was $11.8 million versus a loss of $37.9 million for the prior year. The decrease in loss from operations is mainly attributable to the consolidation of the profitable operations of Tingo Mobile for the monthof December.
• Net loss for the year ended December 31, 2022, was $47.1 million compared to $36.4 million for the year ended December 31, 2021, mainly as a result of an increase in tax expenses relating to the acquisition and consolidation of Tingo Mobile.
• As of December 31, 2022, the Company’s cash and cash equivalents on a consolidated basis was approximately $500.3 million, compared to $96.6 million at December 31, 2021. This reflects an increase of $403.7 millionin cash and cash equivalents, which is attributable to the consolidation of Tingo Mobile’scash balance into the Company.

Fourth Quarter and Full Year 2022 Results Conference Call

Tingo Group CEO, Darren Mercer,Tingo Mobile and Tingo Foods Founder & CEO, Dozy Mmobuosi, and Tingo Group CFO, Kevin Chen, will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessedvia the investorrelations section of the Company’s website here.

Questions for the question-and-answer periodwill be accepted leading up to the call and can be submitted to TIO@mzgroup.us.

To access the call, please use the following information:

A telephone replay will be available approximately two hours after the call and will run through April 30, 2023, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 13737364. The replay can also be viewed through the webcast link above and the presentation utilizedduring the call will be available in the company’s investor relations section here.

To see full consolidated balance sheets please click HERE.

About Tingo Group

Tingo Group, Inc. (NASDAQ: TIO) is a global Fintech and Agri-Fintech group of companies with operations in Africa, Southeast Asia and the Middle East. Tingo Group’s wholly owned subsidiary, Tingo Mobile, is the leading Agri-Fintech company operating in Africa, with a comprehensive portfolio of innovative products, including a ‘device as a service’ smartphone and pre-loaded platform product. As part of its globalization strategy, Tingo Mobile has recently begun to expand internationally and entered into trade partnerships that are contracted to increase the number of subscribed farmers from 9.3 million in 2022 to more than 32 million, providing them with access to services including, among others, the Nwassa ‘seed-to-sale’ marketplace platform, insurance, micro-finance, and mobile phone and data top-up. Tingo Group’s other Tingo business verticals include: TingoPay, a SuperApp in partnership with Visa that offers a wide range of B2C and B2B services including payment services, an e-wallet, foreign exchange and merchant services; Tingo Foods, a food processing business that processes raw foods into finished products such as rice, pasta and noodles; and Tingo DMCC, a commodity trading platform and agricultural commodities export business based out of the Dubai Multi Commodities Center. In addition to its Tingo business verticals, Tingo Group also holds and operates an insurance brokerage platform business in China, with 130+ offices located in China’s cities and major towns; and Magpie Securities, a regulated finance services Fintech business operating out of Hong Kong and Singapore. For more information visit tingogroup.com.

Disclaimer

The information in this news release includes certain information and statements about management and the Board's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the ability of the Company to implement certain corporate actions, such as security repurchases and the implementation of a special dividend, the expected financial performance of the Company, including Tingo Mobile’s performance, the ability of the Company to recognize benefits associated with its recent acquisitions, the Company’s anticipated future growth strategy, including the expansion of its customer base and operations, and the ability of the Company to close the end-to-end seed-to-sale ecosystem. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Contact Details

Investor Relations Contact

Chris Tyson/Larry Holub

+1 949-491-8235

TIO@mzgroup.us

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