REG-Totally PLC: Grant of Warrants

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Thu Apr 22, 2010 4:58am EDT

22 April 2010

                                  Totally Plc                                  

                        ("Totally'' or "the Company'')                         

                               Grant of Warrants                               

The Company announces that it has issued the following warrants to Andrew
Margolis and Benjamin Gritz (together, the "Warrants"), both directors of
Totally Communications Limited, Totally's wholly owned subsidiary:

                                                             Number of warrants
                                                                               
Andrew Margolis                                                      17,500,000
                                                                               
Benjamin Gritz                                                        7,500,000
                                                                               

The Warrants have been issued with an exercise price of 1p per share, being the
nominal value of the Company's ordinary shares, which is a premium of 122 per
cent. over the closing mid-market share price on 21 April 2010. The warrants
are exercisable immediately from the date of issue for a period of 10 years,
expiring on 22 April 2020.

Following the issue of the Warrants, there are warrants outstanding over
157,547,165 ordinary shares, equivalent to 171.34 per cent. of the issued
voting share capital of the Company, which are exercisable at exercise prices
ranging from 1p to 5p per share.

In addition, there are currently options outstanding over 17,443,333 ordinary
shares, equivalent to 18.97 per cent. of the issued voting share capital of the
Company, which are exercisable at exercise prices ranging from 1p to 5p per
share.

At the date of this announcement the Company has 91,947,934 ordinary voting
shares in issue.

Under the AIM Rules, the issue of the Warrants to Andrew Margolis and Benjamin
Gritz are each classified as related party transactions. The directors of the
Company (the "Directors"), who have consulted with Merchant John East
Securities Limited, consider the terms of each of the issues of warrants to Mr
Margolis and Mr Gritz to be fair and reasonable insofar as the shareholders are
concerned. In advising the Directors, Merchant John East Securities Limited has
relied upon their commercial assessment.

For further information:

Totally Plc www.totallyplc.com                                                 
                                                                               
Daniel Assor, CEO                                                 020 7692 6929
                                                                               
Merchant John East Securities Limited                                          
                                                                               
Simon Clements                                                    020 7628 2200
                                                                               
Virginia Bull                                                                  
                                                                               



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