Tingo Group, Inc. (NASDAQ: TIO) (“Tingo” or the “Company”), a profitable and fast growing fintech, agri-fintech and food company, today issues a response to a statement made by short seller Hindenburg Research (“Hindenburg”) on September 5, 2023.

The Company noted that Hindenburg has once again attempted to repeat its previous allegations despite the completion of a detailed investigation into the short-seller report of June 6, 2023, which disproved all such allegations.

Stockholders are reminded of Hindenburg’s disclaimers in its short seller report and subsequent statements, which disclose the following:

“Hindenburg Research (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors has a short position in all stocks (and/or options of the stock) covered herein, and therefore stands to realize significant gains in the event that the price of any stock covered herein declines.”

“Hindenburg Research makes no representation, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results to be obtained from its use. All expressions of opinion are subject to change without notice, and Hindenburg Research does not undertake to update or supplement this report or any of the information contained herein.”

For the avoidance of doubt, the Company reconfirms its rebuttal of all the allegations made by Hindenburg, as summarized within its press releases of August 30, 2023 and September 1, 2023. It is noted by the Company that Hindenburg has attempted to discredit certain information contained in these two press releases including, for example, in connection with the confirmation of the Company’s cash balances, the details of the cooperatives: Ailoje Royal Farms Multi-Purpose Cooperative and Kebbi (Dala) Multipurpose Cooperative Society, and the details of UGC Technologies Limited (and its supply company in China) despite the fact that such information has been investigated in detail by leading major law firms. At the same time, Hindenburg appears to be ignoring the numerous errors it has made in its “research”, including for example through its questioning of the wrong parties, relying on unverified social media/internet sources, misreading financial statements and distorting/misrepresenting various information. Stockholders should therefore be warned that Hindenburg’s statements are false and misleading which, as disclosed within its own disclaimer, is seemingly for the purpose of its direct financial gain. Bearing this in mind, the Company is currently speaking with its advisers and its stockholders about taking legal action against Hindenburg.

The majority of the misinformation reported by Hindenburg in its statement of September 5, 2023 has already been addressed in the Company’s press release of September 1, 2023, as set out below.

  • Conduct of the InvestigationsWe stated the following within our press release of August 30, 2023: “At the direction of the Company’s independent directors, independent counsel investigated certain of the Hindenburg allegations and provided the independent directors with an interim report summarizing evidence it had reviewed, along with items requiring further investigation. The Company’s outside counsel then conducted its own investigation into the allegations, which included following up on the items identified by independent counsel. Based on the Company’s outside counsel’s investigation and further investigative work of its own, the Company has concluded it can now provide the following response to the allegations in the Hindenburg report.”As clearly explained, independent counsel investigated certain Hindenburg allegations and provided an interim report summarizing evidence it had reviewed along with items requiring further investigation. Then, as part of its own investigation into the Hindenburg allegations, outside counsel followed up on the items identified by independent counsel.By way of further clarification, in addition to appointing the U.S. Independent & Internal Investigations team of a leading international law firm, the company engaged a Top 10 U.S. Law Firm as outside counsel to undertake its own investigation, and also the Nigerian offices of a separate global and Top 10 U.S. Law Firm to undertake investigative work in Nigeria.
  • Cash BalancesThe Company holds accounts with two banks in Africa, one of which is a multi-national bank with offices in the U.S., the U.K. and Europe.As part of the investigations, the legal counsel obtained bank statements and other records directly from the banks. In addition, Interviews were held with both banks. The bank balances of each company were confirmed at several dates, including at the Quarter End dates of March 31, 2023, June 30, 2023, and as late as August 3, 2023, which reconciled and agreed to each company’s accounting records and financial statements.The Company’s cash utilization during the second quarter of 2023 is clearly explained within the Company’s Form 10-Q, press release and financial results conference call presentation. As stated, the cash utilization included: (i) making an upfront payment of $434.2 million on the purchase of 6 million handsets for new AFAN customers; (ii) prepaying AFAN for produce for Tingo Foods and settling their brought forward payables, resulting in a total net outlay of $336.1 million; and (iii) self-funding stock purchases of $225.8 million for Tingo DMCCs export sales, the revenues for which are scheduled to be received during the third quarter. In addition, tax payments totaling $174.0 million were made for Tingo Mobile on its taxable earnings for fiscal year 2022.The above expenditure has led to an addition of $434 million to the Company’s fixed assets, a receivables balance at June 30, 2023 of more than $360 million, and a reduction in current liabilities in the second quarter of more than $270 million. The U.S. dollar denominated balance sheet has however been materially impacted by the devaluation of the Naira against the U.S. dollar, which occurred during June 2023 as a result of the lifting of foreign exchange restrictions by Nigeria’s new presidential administration.
  • Mobile Phone Supplier - UGC Technologies Company LimitedAs stated within our press release of August 30, 2023: “Since 2020, Tingo Mobile has purchased mobile phones from two suppliers: UGC Technologies Limited, with which it has had a contractual relationship since December 2020, and Bullitt Mobile, with which it has had a distribution agreement since February 2022.”“Hindenburg contacted a company called UGC Mobile Technologies in the U.S., not Tingo Mobile’s supplier, UGC Technologies Limited, which has offices in Africa and China. Tingo Mobile has purchased almost all its mobile phones from UGC Technologies Limited to date, with only a small purchase of 1,000 units of Caterpillar branded phones from Bullitt Mobile in 2022.”By way of further clarification, Hindenburg have reported that they have spoken to an individual called Busty Okundaye who, according to his own biographies, is the CEO of U.S. companies UGC Technologies Group and UGC Technologies & Management, and also a director of a Nigerian company called UGC Mobile Technologies Company Limited.These companies are unrelated to Tingo Mobile’s supplier of mobile phones, namely UGC Technologies Limited in Africa which was incorporated in 2017, and its mobile and electronics supply company in Guangdong, China, which was incorporated in 2012.As part of the investigations documentation of all the transactions between Tingo Mobile and UGC Technologies Limited was obtained and reviewed, including in connection with the delivery of the phones and with the existence of the UGC companies in Africa and China. In addition, interviews were conducted with UGC, the cooperatives that received and lease the phones and with the end-users of the phones (the farmers).
  • Relationship with CooperativesAiloje Royal Farms Multi-Purpose Cooperative, which leases 4.844 million phones from Tingo Mobile, is headed by its Chairman, His Royal Highness Alhaji Bako E. Dogwo, who is also the Chairman of the Edo State Chapter of AFAN. Ailoje have confirmed they have more than 6 million members from over 1,100 smaller farming cooperatives and farming-clusters located across all 36 states of Nigeria.Kebbi (Dala) Multi-Purpose Cooperative Society, which leases 4.5 million mobile phones from Tingo Mobile, is head by its president, Mr Habib Umar. The Kebbi cooperative is registered in Kano State (and not Kebbi State, as claimed by Hindenburg), with partnerships with sub-cooperatives in the 19 states of Northern Nigeria.As part of the investigations into the Hindenburg allegations, the Nigeria office of the Company’s outside counsel conducted investigative visits to each of Ailoje, Kebbi and AFAN, which included the inspection and review of large amounts of documentation and other information. Separate video interviews from the U.S. offices of legal counsel were also conducted with the Chairmen/President and National Secretaries of the three cooperatives in Nigeria and the Ashanti Investment Trust in Ghana.The existence of and relationships with the cooperatives was proven and confirmed.
  • Tingo Foods inventoryAs stated within our press release of August 30, 2023: “The inventory held by Tingo Foods at the time it was purchased by the Company in February 2023 was sold to a customer on March 20, 2023, the proceeds for which were received on June 29, 2023.”The Company’s cashflow statement in its Financial Statements and Form 10-Q for the second quarter of 2023 is clearly labeled as “For the six months ended June 30”. On this basis the cash flow statement reflects the movement in the inventory between January 1, 2023 and June 30, 2023. It therefore follows that the sale of stock that was acquired in February 2023 (and therefore was not included in the balance sheet at January 1, 2023) and June 2023 is not shown.
  • Airtel and Network ProvidersAs stated within our press release of August 30, 2023: “Tingo Mobile does not directly provide airtime and data services on the phones it leases to customers, or through its Nwassa platform. Such services are currently provided by a third-party vendor. Tingo Mobile therefore does not require a Mobile License from the Nigerian Communications Commission. This arrangement allows Tingo Mobile’s customers to choose the best network provider for their location from Airtel, MTN, 9 Mobile and Globacom. Tingo Mobile earns a commission on the airtime and data services purchased by its customers, which it receives from its vendor, and which were previously received from Airtel.”The Forms 10-Q for the first quarter and second quarter of 2023 do not make any mention of Airtel.
  • NwassaAs stated within our press release of August 30, 2023: “The Nwassa USSD platform is pre-loaded on the Tingo Mobile phones that are leased to the cooperatives and their farmers. Other individuals that have their own mobile phone can also register on the Nwassa USSD platform and conduct transactions on the platform. The Nwassa platform can be used by farmers to purchase items such as farming inputs, insurance, micro-loans, or additional airtime. The transactions made through Nwassa are processed by a third-party payment processing company owned by an American multi-national fintech company, which collects a commission payment on behalf of Tingo Mobile on each transaction and remits the commissions to its bank account. Tingo Mobile has confirmed its Q1 2023 reported revenue from the NWASSA platform.”In the Q&A sessions of the three conference calls for our financial results of fully year 2022, and the first and second quarters of 2023, the Company answered questions that were submitted about Tingo Mobile’s Nwassa platform, as explained in the Q&A session of our conference call of August 31, 2023:Nwassa does not currently have an operational website or app because the mobile network coverage in rural areas of Nigeria (where the majority of Tingo Mobile’s farmers are based) is not yet sufficiently developed or reliable to support them. Nigeria’s telecoms and internet infrastructure is not as well-developed as the United States and the UK for example. As a result, 4G, 5G and Wi-Fi, are only available in the larger cities and certainly not in most of Nigeria’s rural regions. For this reason, Tingo Mobile, similar to many other mobile phone-based businesses in Nigeria, operates its Nwassa marketplace over a USSD platform (similar to the old WAP services, which were commonly used on mobile phones when the displays were in monochrome), which is primarily text message based and is the only type of platform that is accessible to many of Nigeria’s farmers.It is not only Tingo Mobile that offers a USSD platform in Nigeria. Almost every major bank, insurance company, telecoms company and public service provider operates a USSD platform.Tingo Mobile is in the process of developing an NWASSA web-based app, which, once launched, will be operated in parallel to the USSD platform. The web-based app is expected to become popular as network and data coverage in Nigeria (especially in its rural areas) improves.
  • Tingo DMCC and Export BusinessAs stated within our press release of August 30, 2023: “Tingo DMCC is the Company’s new agricultural export business. As of June 30, 2023, Tingo DMCC had conducted three export sales transactions totaling $348 million with customers located in neighboring countries within Africa. Tingo DMCC currently conducts its business through its direct contacts and sales leads. It is, however, in the process of developing a separate website for use in the future.”It would appear that Hindenburg reviewed export records relating to the marine shipping of exports/imports, which would not record the over-land transport of exports/imports.
  • Hindenburg’s submission of questions on August 9, 2023The 38 questions submitted to the Company by Hindenburg on August 9, 2023, were clearly derived from the allegations contained within their report. All the questions pertaining to the Company and its business have been addressed through the recently concluded investigations and the Company’s press release of August 31, 2023.Having concluded the investigation into the allegations made by Hindenburg against the Company and its businesses, which was deemed to be the highest priority, the Company and its outside counsel will now proceed to investigate Hindenburg’s allegations against the founder of Tingo Mobile and Tingo Foods, Dozy Mmobuosi.

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 a leading Agri-Fintech company operating in Africa, with a comprehensive portfolio of innovative products, including a ‘device as a service’ smartphone and a value-added service platform. 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 is currently in beta version, offering 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, groundnut oil, nut products, wheat, millet and maize; 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; 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 Company’s board of director’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. 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. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Company and: (i) the results of the independent review; (ii) the risk of restatement of the Company’s previously reported financial statements or the identification of one or more material weaknesses in internal control over financial reporting; (iii) costs relating to the independent review, which are likely to be material; (iv) the outcome of any legal proceedings that may be instituted against the Company, including as may result from the independent review and (v) the ability to meet stock exchange continued listing standards. 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.

Investor Relations Contact949-491-8235TIO@mzgroup.uswww.mzgroup.us

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