info@netfinspac.com
(972) 979-5995
445 Park Avenue, 9th Floor, New York, NY 10022

Netfin Acquisition Corp. to Combine with Triterras Fintech Pte Ltd., Creating a Leading Fintech Company Focused on Global Trade and Trade Finance

- Definitive Agreement Includes Strategic Pivot to Combine Solely with Triterras Fintech’s Leading Kratos Online Marketplace, Creating a Standalone, Fast-Growing Fintech Pure-Play Business -

- Transaction to Create One of the World’s Highest Volume Commodity Trading and Trade Finance Platforms -

- Estimated Post-Transaction Enterprise Value of $674 Million, or 8.0x Estimated 2021 EBITDA of $84.3 million -

- Triterras Fintech Shareholders Will Roll 90% of Their Equity Holdings into the Combined Company -

New York, NY and Singapore — July 29, 2020 — Netfin Acquisition Corp. (Nasdaq: NFIN, NFINW) (“Netfin” or the “Company”), a special purpose acquisition company targeting businesses in the fintech industry, and Triterras Fintech Pte Ltd. (“Triterras Fintech”), a leading fintech company for commodity trading and trade finance, have entered into a definitive agreement for Triterras Fintech to become a publicly listed company (the “Business Combination Agreement”). Upon closing of the transaction, a newly formed Cayman holding company to be named “Triterras” will acquire Triterras Fintech and Netfin and register its shares for listing on the Nasdaq Stock Market under a new ticker symbol.

Following Netfin’s announcement of a non-binding letter of intent to combine with Triterras Fintech and its affiliate, Triterras Holdings Pte. Ltd. on June 29, 2020, the parties made the strategic decision for Netfin to combine solely with Triterras Fintech and not with its affiliated Rhodium commodity trading business in order to create a standalone, fast-growing fintech pure-play business with a 100% fee-based platform and no balance sheet exposure.

Founded in 2018, Triterras Fintech is a leading fintech company focused on trade and trade finance. Its proprietary Kratos™ digital marketplace is one of the world’s largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital from lenders directly online. Triterras Fintech monetizes the Kratos platform by charging fees to its users on their trading and financing transaction volumes. It maintains a presence in key trading centers across the world, including Singapore, the U.K. and the U.S.

Netfin and Triterras Fintech believe Kratos is the only non-petroleum commodity trade and trade finance platform of scale and a first mover in solving critical industry challenges. Kratos solves many of these challenges and directly addresses the $1.5 trillion annual trade finance shortfall reported by the WTO by linking lenders and traders, and allowing them to transact directly on the platform in a significantly more cost-effective, secure and faster way. Sourcing trade finance is identified as the largest issue for many commodity traders.

In fiscal year 2019, Triterras Fintech generated $3.6 billion of transaction volume, $16.9 million of revenue, $14.8 million of EBITDA and $13.2 million of net income. The company projects to generate approximately $7.8 billion of transaction volume, $56.6 million of revenue and $39.8 million of EBITDA for fiscal year 2020 (12 months ending February 28, 2021) and grow at more than a 60% compound annual growth rate (“CAGR”) through 2023.

Trade finance is a $40 trillion industry that provides funding for global trade. Kratos has rapidly become a trusted platform enabling buyers and sellers to trade commodities as well as facilitate short-term trade finance. For traders, the trade financing is critically important to fund physical commodity purchases while in transit and prior to delivery. Kratos provides significant benefits to traders including access to trade finance, lower financing costs, faster cycle times, fraud prevention, improved discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos reduces administration costs, abates risk and fraud, and provides access to prequalified and packaged borrowers with anti-money laundering and “know your customer” solutions.

“Our business combination with Triterras Fintech creates a leading pure-play fintech company that is digitizing a large and growing industry, while making transactions more cost-efficient, secure and faster,” said Marat Rosenberg, President and Director of Netfin. “This is a high-margin, fast-growing platform business with scale. As a public company with access to capital markets to fund its growth, we believe Triterras Fintech will deliver strong near and long-term value for Netfin shareholders. We look forward to supporting Triterras Fintech’s leadership through their new growth phase as a public company.”

Triterras Fintech Founder, Chairman and CEO Srinivas Koneru added: “Triterras Fintech’s tech-enabled platform combined with our deep industry experience provides us a first-mover advantage in disrupting the physical trade and trade finance industry. COVID-19 has rapidly accelerated the migration of trade as well as trade finance to our online platform, Kratos, which has experienced a significant increase in customer activity and transaction volumes since the onset of this pandemic. The experience and capital that Netfin adds will enable us to accelerate our growth and more effectively capitalize on our pipeline and broader market opportunity.”

Transaction Terms & Financing
The combined company will have an estimated $674 million pro forma enterprise value and a $854 million pro forma market cap and no debt, assuming no redemptions of Netfin shareholders. Estimated net cash proceeds to the balance sheet totaling approximately $180 million, assuming no redemptions by Netfin shareholders, will be used to support Triterras’ exponential organic growth, expanded geographies, supply chain financing and additional platform modules. Triterras’ growth strategy is expected to generate $123 million of revenue, $84 million of EBITDA and $71 million of net income for fiscal year 2021 (12 months ending February 29, 2022). Based on these estimates, the transaction has a post-money enterprise value to fiscal year 2021 revenue multiple of 5.5x, an enterprise value to fiscal year 2021 EBITDA multiple of 8.0x and a price to fiscal year 2021 earnings multiple of 12.0x.

Triterras Fintech’s current shareholders are rolling 90% of equity holdings into the combined company. The business combination has been unanimously approved by the boards of directors of both Netfin and Triterras Fintech, and is expected to close in the fourth quarter of 2020, subject to regulatory and shareholder approvals, and other customary closing conditions.

A summary of the terms of the proposed transaction, as well as an investor presentation, is included in a Current Report on Form 8-K to be filed by Netfin with the U.S. Securities and Exchange Commission (the “SEC”). Additional information about the proposed transaction will be described in Netfin’s preliminary proxy statement relating to the acquisition, which it will file with the SEC.

Advisors
B. Riley FBR is acting as capital markets advisor to Netfin. White & Case LLP and Winston & Strawn LLP are acting as legal advisors to Netfin. Millbank is acting as legal advisor to Triterras Fintech. Ellenoff Grossman & Schole LLP is acting as counsel to B. Riley FBR. Gateway Group is acting as investor relations adviser to both Netfin and Triterras Fintech.

Conference Call & Webcast Information Netfin and Triterras Fintech management will host a conference call to discuss the transaction today, July 29 at 12:00 noon Eastern time.

Toll-free dial-in number: (833) 519-1250
International dial-in number: (914) 800-3823
Conference ID: 5497486

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

The conference call will be broadcast live and available for replay here and on Netfin’s website at netfinspac.com.

A telephonic replay of the conference call will be available after 4:00 p.m. Eastern time on the same day through August 5, 2020.

Toll-free replay number: (855) 859-2056
International replay number: (404) 537-3406
Replay ID: 5497486

About Netfin Acquisition Corp.
Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, focused on the financial technology, technology and financial services industries, including businesses engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector. For more information, visit netfinspac.com.

About Triterras Fintech
Triterras Fintech is a leading fintech company focused on trade and trade finance. It launched and operates Kratos—one of the world’s largest commodity trading and trade finance digital marketplaces that connects and enables commodity traders to trade and source capital from lenders directly online. For more information, visit triterras.com.

Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Netfin’s and Triterras Fintech’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Netfin’s and Triterras Fintech’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Netfin’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Netfin or Triterras Fintech following the announcement of the Business Combination Agreement and the transactions contemplated therein; (2) the inability to complete the business combination, including due to failure to obtain approval of Netfin’s shareholders or other conditions to closing in the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the inability to meet Nasdaq’s listing requirements following the business combination; (5) the impact of COVID-19 on Netfin or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” in the Registration Statement, and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors is not exclusive. Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Non-IFRS Financial Measures
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Netfin’s and Triterras Fintech’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Netfin’s and Triterras Fintech’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Netfin’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Netfin or Triterras Fintech following the announcement of the Business Combination Agreement and the transactions contemplated therein; (2) the inability to complete the business combination, including due to failure to obtain approval of Netfin’s shareholders or other conditions to closing in the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the inability to meet Nasdaq’s listing requirements following the business combination; (5) the impact of COVID-19 on Netfin or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” in the Registration Statement, and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors is not exclusive. Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Other companies may calculate EBITDA and other non-IFRS financial measures differently, and therefore Triterras Fintech’s non-IFRS financial measures may not be directly comparable to similarly titled measures of other companies. Triterras Fintech defines EBITDA as net income before interest income, interest expense, income taxes, depreciation and amortization. Triterras Fintech’s computation of EBITDA may not be identical to other similarly titled measures of other companies. For a reconciliation of EBITDA to the nearest comparable IFRS financial measures, see below.

EBITDA Reconciliation for FY19

($ in millions)
Net Income $13.2
(-) Interest Income ($0.0)
(+) Interest Expense 0.0
(+) Tax Expense 1.6
(+) Depreciation and Amortization 0.0
EBITDA $14.8

Because IFRS financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-IFRS measures for our full year 2020 guidance. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

Important Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Triterras intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to Netfin’s shareholders in connection with Netfin’s solicitation of proxies for the vote by Netfin’s shareholders with respect to the business combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Triterras to be issued in the business combination. Netfin’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the Business Combination Agreement, Netfin and the business combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to Netfin’s shareholders as of a record date to be established for voting on the business combination and other matters as may be described in the Registration Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995.

No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.

Participants in the Solicitation
Netfin and its directors and executive officers may be deemed participants in the solicitation of proxies from Netfin’s shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Netfin is contained in Netfin’s registration statement on Form S-1, which was filed with the SEC on July 19, 2019, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

Investor Relations Contact:

Gateway Investor Relations
Cody Slach and Matt Glover
(949) 574-3860
NFIN@gatewayir.com

Netfin Contact:

Marat Rosenberg, President
(972) 757-5998

Triterras Contact:

Jim Groh
(678) 237-7101

Triterras Generated Over $6.6 billion in Transaction Volume on its Kratos Platform Through June 30th Despite COVID-19

Singapore — July 6, 2020 — Triterras today announced that its Kratos™ marketplace has surpassed $6.6 billion of trade and trade finance transaction volume since going live in June 2019.

Kratos is one of the world’s largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital from lenders directly online.

As of its fiscal year ended February 29, 2020, Triterras reported over $3.7 billion in transaction volume for trade and trade finance on the Kratos platform with an average monthly transaction volume over $420 million.

In the first four months of fiscal year 2020, Kratos has captured an additional $2.9 billion of transaction volume with an average monthly transaction volume of $720 million—a more than 70% increase over fiscal year 2019 levels.

Triterras Founder and Chairman Mr. Srinivas Koneru said: "Our Kratos platform’s growth has been exceptional. It shows that more and more traders and lenders are recognizing the value-added benefits of our technology platform."

Triterras expects the growth of Kratos to continue well into the future. In fact, as a result of the COVID-19 pandemic, the platform has experienced an increase in trading and trade finance activity as more activity shifts online.

Koneru added: “In order to survive the current crisis and even a post-pandemic world, participants in the trade and trade finance industry will have to embrace digitization. Triterras helps traders, borrowers, and lenders transact cheaper, more secure, and faster through the Kratos platform.”

Last week, it was announced that Triterras received a non-binding letter of intent to merge with Netfin Acquisition Corp. (NASDAQ: NFIN, NFINW). The transaction, which is expected to be announced definitively later this month, would provide Triterras the strategic capital to further accelerate its growth.

About Triterras

Founded in 2012, Triterras is a leading fintech company focused on trade and trade finance. Triterras developed and operates Kratos - one of the world’s largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital from lenders directly online. For more information, please visit triterras.com.

Triterras Contact:

Jim Groh
(678) 237-7101

Netfin Acquisition Corp. Announces Non-Binding Letter of Intent to Combine with Triterras, a Leading Fintech Company Focused on Global Trade and Trade Finance

- Transaction to Create One of World’s Highest Volume Commodity Trading and Trade Finance Platforms -

- Triterras Generated Over $4.1 Billion in Transaction Volume and $87 Million of EBITDA in Fiscal Year 2019 -

New York, NY and Singapore — June 29, 2020 — Netfin Acquisition Corp. (NASDAQ: NFIN, NFINW) (“Netfin” or the “Company”) today announced that it has entered into a non-binding letter of intent (“LOI”) for a business combination transaction with Triterras Fintech Pte. Ltd. and the operating entities of Triterras Holdings Pte. Ltd. (collectively, “Triterras ”) that would result in Triterras becoming a publicly traded company on The Nasdaq Stock Market.

Founded in 2012, Triterras is a leading commodity trading and trade finance fintech company. Its proprietary Kratos™ marketplace is one of the world’s highest volume commodity trading and trade finance platforms that enables traders and lenders to transact directly online.

The combination of this transformational technology and a world-class institutional commodity trading organization continues to accelerate Triterras’ leadership position. In fiscal year 2019, Triterras generated over $4.1 billion of transaction volume, $87 million in EBITDA and $46 million in net income on a consolidated basis. Given its current trajectory, the company expects each of the aforementioned financial metrics to more than double by fiscal year 2021.

Trade finance is a $40 trillion industry that provides funding for global trade. Kratos has rapidly become a trusted platform enabling buyers and sellers to trade commodities as well as arrange short-term trade finance. For traders, the trade financing is critically important to fund physical commodity purchases while in transit and prior to delivery. Kratos provides transformational benefits to traders including lower financing costs, faster cycle times, fraud prevention, improved discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos cuts administration costs, abates risk and fraud, and provides a marketplace of prequalified and packaged borrowers with anti-money laundering and “know your customer” solutions.

Triterras monetizes the Kratos platform by charging fees to its users on their trading and trade finance transaction volumes. It maintains a presence in key trading hubs across the world, including Singapore, Australia, the Middle East, the U.K. and the U.S. Netfin and Triterras believe Kratos to be the only non-petroleum commodity trade and trade finance platform of scale and a first mover in addressing critical industry challenges.

“Triterras fits the ideal criteria for the type of asset we have been seeking in our fintech SPAC mandate,” said Marat Rosenberg, president and director of Netfin. “Their business is disrupting a large and growing market with a proprietary fintech platform that makes transactions more cost efficient, secure, faster and scalable. Their successful operating track record and management’s deep industry expertise were also major factors in our overall evaluation process. For these reasons, among others, we believe Triterras will deliver very attractive returns for Netfin shareholders. We have enjoyed working with Triterras’ founder and highly experienced management team, and we look forward to supporting them in their new growth phase as a public company.”

Triterras Founder and Chairman Srinivas Koneru added: “In our early days as an organization, we recognized the potential for technology to transform global trade finance. The combination of our technology and industry experience forms the backbone of an advanced and versatile platform that is unique in our field. Our business has been resilient in the face of COVID-19, which is only accelerating the migration of trade as well as trade finance to our online platform. With the fintech experience and capital that Netfin brings to the table, we are confident we can continue our growth in an industry ripe for disruption.”

Transaction Overview

The proposed transaction contemplates a pre-money equity value of approximately $670 million for Triterras. Assuming no Netfin shareholders exercise their redemptions rights, the post money equity value is approximately $939 million with an enterprise value of approximately $995 million.

The parties intend to execute a definitive agreement in July, with a closing expected in the third quarter of 2020. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the approval of the two companies’ boards, regulatory and shareholder approvals as well as other customary conditions.

About Netfin Acquisition Corp.

Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search for targets in the financial technology, technology and financial services industries, including those engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector. For more information, visit netfinspac.com.

About Triterras

Founded in 2012, Triterras is a leading physical commodity trading and trade finance fintech company and is comprised of two synergistic business segments Kratos™ and Rhodium. For more information, please visit triterras.com.

Additional Information and Where to Find It

If a legally binding definitive agreement is entered into, a full description of the terms of the transaction will be provided in a registration statement and/or a proxy statement of the Company (the “Transaction Proxy Statement”), to be filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company urges investors, stockholders and other interested persons to read, when available, the preliminary Transaction Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about the Company, Triterras and the transaction.

Investors and security holders of the Company are advised to read, when available, the preliminary Transaction Proxy Statement and definitive Transaction Proxy Statement, and any amendments thereto, because these documents will contain important information about proposed transaction. The definitive Transaction Proxy Statement will be mailed to the Company’s stockholders of record as of a record date to be established for the special meeting of stockholders relating to the proposed transaction. Stockholders will also be able to obtain copies of the Transaction Proxy Statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attn: President.

Forward Looking Statements

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Netfin’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of Netfin to enter into a definitive agreement with respect to the proposed business combination with Triterras or to complete the contemplated transaction; matters discovered by Netfin or Triterras as they complete their respective due diligence investigation of the other; the impact of COVID-19 on the Company or Triterras; the risk that the approval of the stockholders of Netfin for the potential transaction is not obtained; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of funds available in Netfin’s trust account following any redemptions by Netfin stockholders; the ability to meet Nasdaq’s listing requirements following the consummation of the transaction; costs related to the proposed transaction; and those factors discussed in Netfin’s prospectus relating to its initial public offering filed with the SEC. Netfin does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company will be set forth in the Transaction Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Non-Solicitation

The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.

Investor Relations Contact:

Gateway Investor Relations
Cody Slach and Matt Glover
(949) 574-3860
NFIN@gatewayir.com

Netfin Contact:

Marat Rosenberg, President
(972) 757-5998

Triterras Contact:

Jim Groh
(678) 237-7101

Netfin Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about August 14, 2019

NEW YORK, NY, Aug. 12, 2019 (GLOBE NEWSWIRE) -- Netfin Acquisition Corp. (Nasdaq: NFINU) ("Netfin" or the "Company") announced today that holders of the units sold in the Company’s initial public offering of 25,300,000 units completed on August 2, 2019 (the "offering") may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about August 14, 2019. Any units not separated will continue to trade on The Nasdaq Capital Market ("Nasdaq") under the symbol "NFINU", and each of the Class A ordinary shares and warrants will separately trade on Nasdaq under the symbols "NFIN" and "NFINW," respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search for targets in the financial technology, technology and financial services industries, including those engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained for free by visiting the U.S. Securities and Exchange Commission website at http://www.sec.gov. Alternatively, copies of the prospectus may be obtained from B. Riley FBR, Inc., Attn: Prospectus Department, 1300 17th Street North, Suite 1300, Arlington, VA 22209; by calling toll-free (800) 846-5050 or by sending an e-mail to: prospectuses@brileyfbr.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Netfin, including those set forth in the Risk Factors section of the Company's registration statement for Netfin's initial public offering filed with the U.S. Securities and Exchange Commission (“SEC”). Copies are available on the SEC's website, www.sec.gov. Netfin undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Netfin Acquisition Corp. Closes $253 Million Initial Public Offer

NEW YORK, Aug. 02, 2019 (GLOBE NEWSWIRE) -- Netfin Acquisition Corp. (Nasdaq: NFINU) (the “Company”) announced today it closed its initial public offering of 25,300,000 units, including 3,300,000 units issued pursuant to the underwriter’s exercise of its over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $253 million.

Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search for targets in the financial technology, technology and financial services industries, including those engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector.

B. Riley FBR, Inc. acted as representative of the underwriters.

The Company’s units began trading on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “NFINU” on July 31, 2019. Each unit consists of one Class A ordinary share and one redeemable warrant, with each warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants are expected to be listed on Nasdaq under the symbols “NFIN” and "NFINW,” respectively.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2019.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus. When available, copies of the prospectus relating to this offering may be obtained from B. Riley FBR, Inc. at 1300 17thStreet N., Suite 1400, Attn: Syndicate Prospectus Department, Arlington, Virginia 22209, by telephone at (800) 846-5050 or by email at prospectuses@brileyfbr.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Netfin Acquisition Corp. Announces Pricing of $220 Million Initial Public Offering

NEW YORK, July 31, 2019 (GLOBE NEWSWIRE) -- Netfin Acquisition Corp. (the "Company") announced today the pricing of its initial public offering of 22,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market ("Nasdaq") and trade under the ticker symbol "NFINU" beginning on July 31, 2019. Each unit consists of one Class A ordinary share and one redeemable warrant, with each warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants are expected to be listed on Nasdaq under the symbols "NFIN" and "NFINW," respectively. The offering is expected to close on August 2, 2019.

Netfin Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search for targets in the financial technology, technology and financial services industries, including those engaged in commercial, online and mobile banking and payments, trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services sector.

B. Riley FBR, Inc. is acting as representative of the underwriters. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,300,000 units at the initial public offering price to cover over-allotments, if any.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 30, 2019. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus. When available, copies of the prospectus relating to this offering may be obtained from B. Riley FBR, Inc. at 1300 17th Street N., Suite 1400, Attn: Syndicate Prospectus Department, Arlington, Virginia 22209, by telephone at (800) 846-5050 or by email at prospectuses@brileyfbr.com.