Warrant Placing

5 December 2012

                                                                       AIM: TLY

                                  Totally Plc                                  

                   ("Totally", "the Group" or "the Company")                   

                                Warrant Placing                                

Totally Plc announces that it has today entered into a vendor placing agreement
(the "Agreement"), whereby certain existing warrant holders have agreed to sell
113,676,6 81 warrants to subscribe for 113,676,6 81 new ordinary shares of 1p
each in the Company (the "Warrants") to investors (the "Investors") procured by
Optiva Securities Limited ("Optiva") at a purchase price of 0.2p per warrant.

Under the terms of the Agreement, Optiva will procure that the Investors
exercise 56,838,341 of the Warrants to subscribe for 56,838,341 ordinary shares
of 1p each on or before 3.00 p.m. on 14 December 2012 (or such later date as
Optiva and the Company shall agree) (the "First Subscription") and 56,838,340
of the Warrants to subscribe for 56,838,34 0 ordinary shares of 1p each on or
before 3.00 p.m. on 14 January 2013 (or such later date as Optiva and the
Company shall agree) (the "Second Subscription"), (the "Vendor Placing"), at an
exercise price of 1p per share.  The Warrant holders include certain members of
the board of directors (the "Vendors") (further details of which are given
below). 

As a result of the Vendor Placing the Company will raise just over £1.1m before
expenses and simplify its capital structure.

Following completion of the Vendor Placing, 35,000,000 of the existing
148,676,6 81 warrants exercisable at 1p will remain outstanding, exercisable
until 30 September 2013 together with 4,702,318 warrants exercisable at 2.88p
until 10 April 2017. In accordance with the terms of the Agreement, Optiva will
be granted 5,683,834 new warrants to subscribe for 5,683,834 new ordinary
shares of 1p each in the Company, exercisable for a period of three years from
the date of grant at a price of 1.2p per share, conditional upon completion of
purchase of the Warrants and completion of both the First Subscription and the
Second Subscription.

The Vendors and their respective Warrant holdings are as follows:

                              Date of Issue No. of Warrants     Exercise Price
                                                                         (GBp)
                                                                              
Dan Assor*                     27 July 2009       9,080,633                  1
                                                                              
Dan Assor*                    13 April 2010     32,424,1 43                  1
                                                                              
Benjamin Gritz**              22 April 2010       7,500,000                  1
                                                                              
Grand Rabbi Y.A. Korff^         2 July 2008       4,500,000                  1
                                                                              
Andy Margolis*                 27 July 2009       7,671,905                  1
                                                                              
Andy Margolis*                22 April 2010      17,500,000                  1
                                                                              
Michael Sinclair*         30 September 2008      35,000,000                  1
                                                                              
                                               113,367,6 81                   

*     Director of Totally

**    Senior management of Totally

^     The exercise price of Grand Rabbi Y.A. Korff's warrant was amended, with
the agreement of all warrant holders, from 1.25p to 1p.

The Vendor Placing constitutes a related party transaction within the meaning
of the AIM Rules and accordingly the independent directors, being Clare Wexler
and Don Baladasan for this purpose, having consulted with the Company's
Nominated Adviser, Merchant Securities Limited, consider that the terms of the
Vendor Placing are fair and reasonable insofar as the Shareholders are
concerned.

Commenting on the Vendor Placing, Clare Wexler, Chief Executive Officer of
Totally Plc, said:

"We are delighted that Optiva Securities has put together the warrant deal
which allows us to rationalise the share structure of the Company and to
provide working capital to deliver the new business strategy going forward."

For further information please contact:

Totally Plc                                                    T: 020 7284 9730
Clare Wexler                                                                   
Chief Executive Officer                                                        
                                                                               
Merchant Securities Limited (Nomad)                            T: 020 7628 2200
Lindsay Mair/Richard Goldsmith                                                 
                                                                               
Optiva Securities Limited (Broker)                             T: 020 3137 1902
Jeremy king