TINGO and MICT Announce Amendment and Restatement of Merger

New Merger Structure Facilitates Earlier Funding and Launch of Tingo’s Export Business and Accelerates Development of Commodity Platform Business

NEW YORK, NY, Oct. 07, 2022 (GLOBE NEWSWIRE) — Tingo, Inc. (OTC Markets: TMNA) (“Tingo”) and MICT, Inc. (NASDAQ: MICT) (“MICT”) announced that they have amended and restated their Agreement and Plan of Merger to accelerate the acquisition by MICT of Tingo’s operating business (“Tingo Mobile”). The transaction, which is being structured as a forward triangular merger of a newly formed holding company of Tingo Mobile into a subsidiary of MICT (“Merger”), provides for the issuance by MICT of a combination of common stock and two series of convertible preferred stock to Tingo in exchange for 100% beneficial ownership of Tingo Mobile and the assumption of certain liabilities of Tingo. Tingo expects to receive shareholder approval of the transaction and, following the mailing of an Information Statement to its shareholders, expects to close the transaction with MICT in the fourth quarter of 2022.

At the closing, MICT will issue Tingo shares of its common stock equal to 19.9% of MICT’s outstanding shares, as well as Series A and Series B convertible preferred stock. Subsequent to the closing, MICT intends to seek shareholder approval of the conversion of the Series A and Series B, as well as Nasdaq approval of the conversion of the Series B preferred stock, which at the time of the conversion would give Tingo, and ultimately the Tingo shareholders, ownership of 75% of the outstanding shares of MICT common stock. In 2023, the parties expect to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to enable Tingo to distribute the shares of MICT to its shareholders.

In connection with the execution of the new Merger Agreement, MICT and Tingo have entered into a loan agreement, under which MICT provides Tingo with $20 million of funding for the primary…