Tally Ltd Founder Director Loan & Placing, and TVR

Tally Ltd, the money innovator that developed the non-fiat full-reserve savings and payments platform and physical-gold digital money, tally®, is pleased to provide the following update to shareholders.

tally® is 100% asset-backed money (not government-issued debt-based fiat currency, nor a cryptocurrency) that protects customers from inflation and near-zero bank interest rates. 1 tally® = 1 milligram of physical gold. Tally customers save, send and spend using their Tally account (and linked debit Mastercard®) like any other foreign currency in a personal account with individual IBAN (International Bank Account Number) but with no added FX markups and no transaction fees.

TALLY LTD Activities Summary 2021, Q4 Update and AGM Results

Founder Director Loan & Placing

Following market close on 31 December 2021, a Placing, funded by a loan from the Company, was completed by Tally Founder and CEO, Cameron Parry, that saw the Director enter into a loan agreement with the Company for £1,300,000 (“Loan”) for the sole purpose of participating in a Placing of Tally Ltd shares and warrants on the same terms and conditions as the previous funding round concluded by the Company.

Upon entering into the Loan, Mr Parry immediately applied for 65,000,000 new ordinary shares at 2p each in the Company (“New Shares”) in the name of the trustee of his family trust, Yarramen Corp Limited, and 65,000,000 warrants to purchase new ordinary shares in the Company at 2x the IPO price within 3 years of the IPO date.

It is part of the Company’s corporate strategy to Standard List on the Main Market of the London Stock Exchange (“IPO”), albeit the final share price and listing date is not yet known.

The Board notes this is a large financial commitment made by Tally’s Founder & CEO that will reward success and punish failure, and that the arrangement does not represent a cash outflow of the Loan principal and any outstanding principal will appear as an asset on the Company’s balance sheet.

· The Loan principal of £1,300,000 is due for full and final repayment by the Director on the earlier of (i) 31 October 2025, or (ii) the date falling 12 months after the Director ceases to be employed by the Company, or (iii) the date falling 12 months after a Change of Control of the Company (“Repayment Date”).

· The Director is permitted to make repayments in part or in full prior to the Repayment Date.

· The Loan arrangement attracts interest at the current HMRC official guidance rate of 2% p.a. and interest is payable by the Director monthly to the Company for the term of the Loan.

· As security for the Loan, the Director has entered into a Pledge Deed with the Company that provides an undertaking that any proceeds from the sale of:

  • the 65,000,000 New Shares, and
  • the existing 35,545,988 Tally Ltd shares held in the name of Yarramen Corp Limited (acquired since the Director became CEO of the Company in July 2016 and for which a total of £375,413 was paid), and
  • any new Tally Ltd shares acquired by the CEO (less direct cost) during the term of the Loan, and
  • the entire balance of the 600,100 Railsbank Technology Ltd shares held in the name of the trustee of the CEO’s family trust, Yarramen Corp Limited;

shall be used to repay any outstanding amount of Loan principal during the term of the Loan.

Mike Joseph, Non-Executive Director and Largest Shareholder excluding the CEO, commented: “The Non-Executive Directors are pleased to see Tally’s Founder and CEO commit to the Loan arrangement which is a performance-based ‘carrot and stick’ structure to lock in the key person behind the Company’s vision and secure the intellectual property for the Company into the next phase of Tally’s development. In addition, the arrangement adds to the Company’s assets and adds the proceeds of sale of additional Railsbank shares personally acquired by the CEO, to the Company, in the event it is needed to repay any outstanding principal amount.

The Board is also pleased to see new ordinary shares issued to staff members as part of their first year remuneration packages and we believe all issues of new shares and warrants described above and below are in the best interests of the Company.”

Staff Shares Issued & Additional Warrants

· Following market close on 31 December 2021, new ordinary shares totalling 929,587 were issued to three Tally staff members as part of their first year’s remuneration package negotiated at the time they joined the Company or its wholly-owned subsidiary, TallyMoney Ltd.

· 6,000,000 warrants, exercisable at 2x the IPO price for a term of 3 years from the IPO date, were issued for a software built by the Head of Engineering prior to joining Tally, being integrated into Tally’s platform technology “Teco”.

TVR & PDMR

· The Company conducted a Placing of 65,000,000 new ordinary shares at 2p per share, for the total amount of £1,300,000 which was subscribed for by the Founder/CEO. The Placing was financed by the Company providing a loan facility of £1,300,000 to the CEO and no inflow of new funds or outflow of existing funds occurred as part of the transaction.

· The Company issued 929,587 new ordinary shares to three members of staff as part of their remuneration package agreed for their first year of tenure.

· All new ordinary shares rank pari-passu with all existing ordinary shares.

· In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA, the issued ordinary share capital of Tally Ltd including the issue of the new ordinary shares is 736,993,979 Ordinary Shares with voting rights attached (one vote per share). There are no shares held in treasury.

For further information or if shareholders have any queries, please contact our office via corporate@tallymoney.com

Enquiries:

Cameron Parry (Chief Executive Officer)

Tel: +44 (0)20 3490 6210

corporate@tallymoney.com

www.tallymoney.com

About TALLY

· Tally Ltd is the non-fiat money and banking system innovator behind the full-reserve banking platform and physical-asset digital money, tally®, that operates seamlessly with government-issued fiat currency (e.g. pounds, euros, dollars) and the fractional-reserve banking system.

· Each unit of tally® = 1 milligram of LBMA-accredited gold vaulted in Switzerland with Brinks® on behalf of the customer and utilised by the customer via their individually issued bank account and contactless Tally debit card.

· tally® is not a fiat currency and tally® is not a cryptocurrency.

·The Tally banking platform connects physical asset ownership to the global banking system and enables instant liquidity to save, send and spend the physical asset value as money.

· Tally’s wholly owned UK subsidiary company, TallyMoney Ltd, is a recognised E-Money Directive Agent (FCA Ref. No. 902059) under Financial Conduct Authority-licensed E-Money Institution, PayrNet Limited (FCA Ref No. 900594).

· The Tally banking App is available on iPhone and Android by searching TallyMoney on the Apple App Store or Google Play Store.

·Tally Ltd currently has a significant investment in UK-based Banking-as-a-Service fintech Railsbank Technology Ltd, leading India gold exploration company Geomysore Services India Pvt Ltd and Finland gold exploration joint venture company Kalevala Gold Oy.


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