TechFinancials : Binding agreement for the conditional sale of shareholding in a subsidiary

16 January 2019

TechFinancials, Inc.

('TechFinancials, the 'Company' or the 'Group')

Binding agreement for the conditional sale of shareholding in a subsidiary

TechFinancials (AIM: TECH) (the 'Company' or the 'Group'), a fintech software provider of financial solutions including blockchain-based digital assets and traditional financial trading solutions for retail clients, is pleased to announce that further to the announcement released on 1 March 2018, it has entered into legally binding, conditional Share Purchase Agreement (the 'SPA') with Proverial Ltd, a Cyprus incorporated company (the 'Buyer'), to sell its holdings in MarketFinancials Limited ('MF'). The total consideration for this subsidiary, which the Company no longer considers to be core to its future business strategy, will be EURO 100,000, subject to any closing balance sheet adjustments.

Until 28 February 2018, MF, a company regulated by the Seychelles Financial Services Authority ('SFSA'), was the provider of market maker services and risk management to B.O. Tradefinancials ('BOT') a subsidiary of the Company that ceased its operation and returned its license to CySEC in May 2018. MF's only source of income in 2018 was derived from the provision of market maker and risk management services to BOT and, as a consequence of the cessation of BOT's activities, MF has not traded since the end of February 2018.

As at 30 June 2018, MF had net assets of approximately US$88,600 and was held on the balance sheet of the Group at nil carrying cost. For the year to 31 December 2017, MF made a net profit of approximately US$45,600.

Under the conditional SPA, TechFinancials will sell its entire shareholding in MF to the Buyer for a purchase price of EURO 100,000, based on nil net assets in MF and which will be adjusted accordingly on closing. The SPA is conditional inter alia on the consent of the SFSA which is to be received by no later than 30 June 2019.

Asaf Lahav, CEO of TechFinancials said: 'We sought to dispose of the Company's holding in MarketFinancials as we view these operations as being non-core to operations following the decision to step away from B2C operations in Europe. The Company continues operating and serving businesses in the Asian market where the majority of revenue is generated. We are pleased to have now reached a solution and intend to reinvest the sale proceeds into building Techfinancials' new offering within the blockchain trading sector.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

For further information:

TechFinancials, Inc.	Tel: [phone]
Asaf Lahav, Group Chief Executive Officer
Yuval Tovias, Chief Financial Officer

Grant Thornton UK LLP (Nominated Adviser)	Tel: [phone]
Colin Aaronson / Samantha Harrison / Seamus Fricker

Northland Capital Partners Limited (Broker)	Tel: [phone]
David Hignell / Rob Rees

NEX Corporate Adviser and Joint Broker Peterhouse Corporate Finance	Tel: [phone]
Fungai Ndoro / Eran Zucker

Media enquiries:

Yellow Jersey PR Limited (Media Relations)	Tel: [phone]
Charles Goodwin / Felicity Winkles

About TechFinancials

TechFinancials, Inc (AIM: TECH) is a fintech software provider of financial trading solutions, including blockchain-based digital assets and traditional financial trading solutions for retail clients. The Group operates a B2B division licensing white label trading platform solutions to online brokers. In addition, the Company operates a B2C division operating trading platform incorporating a strategic joint venture focusing on solutions for traders in the Asia Pacific region.

The Company currently holds a 2% interest and an option to acquire a further 90 % in CEDEX, a blockchain-based on-line exchange for diamonds, which would give TechFinancials up to 92 % of CEDEX or 87.4 % on a fully diluted basis.

Further information can be found at http://techfinancials.com.