Mysquar Regulatory News (MYSQ)

20 June 2018

MySQUAR Limited

("MySQUAR" or the "Company")

Fundraising

MySQUAR, the Myanmar-language social media, entertainment and payments platform whose principal activity is to design, develop and commercialise Myanmar-focused internet-based mobile applications, is pleased to announce that in addition to the first RNS of today relating to the acquisition of MyPAY Myanmar Limited ("MPM") it has agreed to issue today a further £2,222,222 (gross) of unsecured convertible bonds (the "Convertible Bonds") to Atlas Capital Markets Limited ("Atlas" or the "Investor"). The Investor has also been granted 666,667 warrants over 42,900,038 ordinary shares in the Company with an initial exercise price of £0.018648 (the "Warrants"). The terms of the Convertible Bonds and Warrants (save for number of shares underlying the Warrants) are the same as those issued and announced on 7 March 2018. The Convertible Bonds and the Warrants together represent the package for the £2,222,222 fundraise from the Investor (the "Fundraise").

Commenting on the Fundraise, Eric Schaer, CEO of MySQUAR, said:

"Having now deployed the capital raised from the first issue of Convertible Bonds to Atlas in providing the balance of funds for acquiring MPM and funding the working capital requirements of the Company and its development programme, we have raised further capital to continue to invest in our Myanmar local language social media network and in particular our mobile payments application."

 Key details of the Fundraise:

· A fundraising of £2,222,222 through the creation and issuance of Convertible Bonds, with denomination of £10,000 each, which bear a coupon of five per cent per annum and have a maturity date of two years from the date of issuance (the "Maturity Date") (the "Convertible Bonds"). The Convertible Bonds are issued at 90 per cent of face value.

· The Convertible Bonds were issued today in a single first tranche.

· The Convertible Bonds are convertible into ordinary shares of MySQUAR at a price equal to the average of the lowest three days volume weighted average price determined over the twenty trading days immediately prior to receipt of a conversion notice by the Company from the Investor.

· The net proceeds receivable from the issue of the Convertible Bonds are expected to be applied to product development and as well as providing general working capital to fund the Company's business.

· MySQUAR has the option to redeem the Convertible Bonds prior to the Maturity Date at 110 per cent of the face value of the outstanding Convertible Bonds to be redeemed. If a material change of ownership (being the acquisition of ownership of, or voting control or direction over, more than 50% of the issued and outstanding shares of MySQUAR) occurs, or certain events of default occur, the Investor has the right to request redemption of all or part of the outstanding amount at 110 per cent of the face value of the outstanding Convertible Bonds to be redeemed.

· On the Maturity Date, any unconverted Convertible Bonds will be converted into MySQUAR ordinary shares, with such number of ordinary shares determined by dividing the principal amount of the unconverted Convertible Bonds by the average of the lowest three days volume weighted average price during the period of twenty consecutive trading days prior to the Maturity Date.

· A total of 666,667 warrants over 42,900,038 ordinary shares of MySQUAR will be issued. The warrants have a three year term, a strike price of £0.018648 and are exercisable at any time and are subject to standard provisions regarding share number and strike price adjustments whilst unexercised.

The Investor has agreed not to short sell and/or borrow ordinary shares of MySQUAR with respect to the Convertible Bonds or the Warrants.

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.

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