1Spatial Holdings Regulatory News (SPA)

IQ Holdings plc

("IQ Holdings" or the "Company")

Convertible Loan Note

The directors of IQ Holdings are pleased to announce that they have raised £100,000 for working capital purposes through the issue of convertible unsecured loan notes ("the Notes"). The principal terms of the Notes are set out below.

Interest will accrue from day to day at a rate of six per cent. per annum, and shall be paid quarterly in arrears, beginning on 30 June 2010. The Notes are unsecured with the final redemption date being 25th May 2012.

Unless previously redeemed in full or in part, converted into ordinary shares of 0.01 pence or purchased by the Company, the Company shall redeem the Notes in full on 25th May 2012 together with accrued, but unpaid, interest up to and including that date.

The Company can upon presentation of a redemption notice to the noteholder redeem the notes in full at any time prior to 25th May 2012. In the event that the Company wishes to redeem the notes before this date, and saving where the noteholder has redeemed part of the note then the redemption will occur for the outstanding amount together with a payment equivalent to the accrued, but unpaid, interest up to and including the last day of the quarter in which the notes are redeemed.

Furthermore, if the Company wishes to redeem the notes at any time before 25th May 2012, the Company will pay the noteholder an additional payment equivalent to two quarters interest.

A noteholder may redeem the Notes in full or part (and if in part in the relevant proportion) together with the accrued interest up to and including the date of redemption at any time after the first anniversary of the notes, subject to first serving prior written notice to the Company by means of a redemption notice. The Company shall redeem the Notes (or the relevant proportion thereof as specified in the Redemption Notice) and shall pay to the Noteholder the principal, together with accrued but unpaid interest, up to and including that date.

The Company will, in the event of a Reverse Take-Over as defined by the AIM Rules for Companies and upon the service of a conversion notice to the noteholder, immediately convert the notes represented by this certificate at 0.03p per share, together with any accrued but unpaid interest, and if there is a conversion the interest shall be payable for the remainder of the quarter together with a further six months interest.

The Noteholder has no rights of conversion under the terms of the note and may only redeem the note.

The Notes have been subscribed for in full by SFt1ps Smaller Companies Growth ("SFt1ps"). Because SFt1ps was a substantial shareholder in IQ Holdings prior to the issue of the Notes, the issue of the Notes constitutes a related party transaction under Rule 13 of the AIM Rules for companies. The directors of IQ Holdings have consulted with the Company's nominated adviser, Grant Thornton Corporate Finance, and consider that the terms of the Notes are fair and reasonable and in the interests of IQ Holding's shareholders.

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