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

Acquisition of 100% of Tingo Mobile Completed on November 30, 2022, making theCompany significantly profitable from December 1, 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 Completed on February 7, 2023

NameChange to Tingo Group, Inc. Reflects Importance of Tingo Brand and 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 December 31, 2022.

The acquisition of 100% of Tingo Mobile Limited (“Tingo Mobile”), which was completed on November 30, 2022,has resulted in the consolidation of its financial results into the Company from December 1, 2022. Today’searnings presentation and this press release also includes pro forma financial information for the full yearended December 31, 2022, with comparative pro forma financial information 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 FinancialResults

• Tingo Group cash balances at December 31, 2022, amounted to $500.3 million, compared to $96.6 million at 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 million in 2021.
• Pro Forma Consolidated Revenues for 2022 were $1.152 billion, compared to $921.5 million for the prior year, which after stripping out non-recurring mobile handset sales in 2021 of $301.0 million, representedan 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 operating profit of $4.3million, compared to a loss of $37.9 million for 2021.
• Pro Forma Consolidated Operating Income for 2022 was $554.6 million, compared to a loss of$47.0 million in 2021.

• Pro Forma Consolidated EBITDA¹ for 2022 was $954.5 million, compared to a Pro Forma ConsolidatedEBITDA¹ of $275.6 million for 2021.
• Tingo Mobile increased the customer numbers on its Nwassa Agri Fintech platform to 11.4 million atDecember 31, 2022, from 9.3 million at September 30, 2022, and handled more than$1 billion of customer transactions in the month of December.< >

< >1 EBITDA (Earnings Before Interest Tax Depreciation and Amortization) is considered a non-GAAP measure of 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 minimumof 20 million new 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 toenroll a minimum of 2 million new customers with Tingo Mobile and a target to increase enrollments tomore than 4 million.< >
• Launched global commodity platform and export business on December 12, 2022, in partnership with theDubai Multi Commodities Centre (“DMCC”), the world’s no.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 market in its own right, and alsoconstituting a strategically important base from which to expand into East Africa, including theneighbouring countries of Tanzania, Zambia and Mozambique.< >
• Acquired 100% ownership of Tingo Foods Plc on February 9, 2023, a recently established foodprocessing business with the capacity to offtake large volumes of raw crops from Tingo Mobile’s farmersinto finished food and beverage products. 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 beverage products.
• 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 paymentsservices, an e-wallet, and a wide range of value-added services. TingoPay, with Visa, will also offer a full range of merchant services to businesses, including to Tingo Mobile’s farmers.< >

• Appointed specialist legal counsel and a team of expert advisors in February 2023 to investigate market manipulation and unlawful naked short selling of stock, and take appropriate action to prosecute anyparties 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 ofincreasing shareholder value and to address the 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 remarkabletransformation 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 lockdownmeasures, 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 biggest problems, namely food insecurity, financial exclusion andpoverty. 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 Africa and other emerging markets to become foodsustainable.

“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, including Ernst &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 December 31, 2022,resulting in gross assets of $1.7 billion, of which more than $0.5 billion is cash on hand. In addition, by closingthe acquisition in 2022, we were able to engage one of the world’s leading accounting and audit firms, Deloitte, to audit the combined December 31, 2022, balance sheet and financial statements. It also gave us theopportunity to engage Grant Thornton to undertake an audit and Sarbanes-Oxley review of the group’s internalcontrols and procedures.

“I am also delighted with the progress we made with integrating Tingo Mobile into the group during Q4 2022,and in accelerating the expansion of the various businesses. As announced previously, since November 2022we have signed trade partnerships that are expected to 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 verystrong position for 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 in2022 to $675 million, and a move from a Net Income Before 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 material growthduring the first quarter of 2023, and we expect such growth to continue and accelerate throughout theremainder of the year and beyond.

“Having successfully integrated Tingo Mobile into the group and completed an audit with a world leadingaccounting firm, we look forward to finally addressing the 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 share price 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 update in 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 Ifounded some 22 years ago. We are already seeing the benefits of 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 dollarizationstrategies.

“We are particularly excited about the completion of the virtuous circle 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 intoother parts of the world and into other sectors, for example, through our B2C and B2B TingoPay business andpartnership with Visa.

“As we deliver on our success for the Company and its shareholders, it is of the highest importance 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 makeAfrica 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 achieved in 2022and deliver considerable value to our shareholders.”

2022 Financial Review

• Net revenues for the year ended December 31, 2022, were $146.0 million, compared to $55.7 million in the prior year, an increase of 162%. The increase is mainly attributable to the consolidation of TingoMobile from 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’s insuranceagency business.
• Selling & marketing expenses for the year ended December 31, 2022, were $11.1 million as comparedto $6.8 million for the year ended December 31, 2021. The increase was due to the consolidation ofsuch costs from Tingo Mobile for the month of December, and an increase in marketing expenses for the Company’s insurance businesses, which is offset in part by a decrease in marketing expenses for thestock trading businesses.
• General and administrative expenses were $58.2 million in the full year 2022, compared to $36.5 million in the full year 2021, which is mainly attributed to the consolidation of such costs from Tingo Mobile for the month of December. General and administrative expenses for the year included $9.6million 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 theprevious year.