SWAP.L Regulatory News (SWAP)

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

6 March 2017

MoneySwap plc

("Moneyswap" or the "Company")

Fundraising update

Introduction

As set out in the Company's recent announcements, the Board of Moneyswap has been in discussions with a number of parties over the past nine months to secure long term funding for the Company.

The Company's shares were suspended from trading on AIM on 21 September 2016 for failure to publish its annual report and accounts for the year ended 31 March 2016 (the "FY 2016 Results") prior to 30 September 2016 and the Company's shares remain suspended. Should the Company fail to publish its FY 2016 Results and its half yearly results to 30 September 2016 (the "Interims") and secure sufficient working capital for the Company going forward within six months of the suspension date, trading in the Company's shares on AIM will be cancelled.

The Company is pleased to announce that that it has today entered into a loan agreement (the "Loan Agreement") with Wraith Holding B.V ("Wraith"). In addition Wraith has entered into a number of other agreements with the Company and certain of the Company's existing creditors and shareholders (together, the "Agreements"). The Directors believe that the Loan Agreement and the other Agreements will provide the Company with sufficient short term working capital so that it can complete its audit for the year ended 31 March 2016, as well as progress a significant fundraise by the Company (the "Potential Fundraising"). The Potential Fundraising, if agreed, would be subject to the satisfaction of certain conditions and would provide the Company with the working capital it requires. Further details on the Loan Agreement and the Agreements are set out below.

Wraith is a Netherlands based investment company wholly owned by Mr Gilbert Armenta and incorporated for the purpose of investing in Moneyswap.

Details on the Loan Agreement

The Company and Wraith have today entered into the Loan Agreement, under which Wraith has provided a secured loan facility to Moneyswap of USD 725,000. The Company has agreed to draw down an initial USD 297,000 under the Loan Agreement, which has predominantly been applied towards completing the Company's audit for the year ended 31 March 2016 and finalising the Potential Fundraising. Further draw-downs may be made under the facility at the sole discretion of Wraith in order to meet the short term working capital needs of the Company. Security has been provided by various unconnected shareholders in Moneyswap by way of charge agreements between Wraith and the unconnected shareholders over ordinary shares in the Company held by the unconnected shareholders representing 59.4% of the Company's existing share capital. The beneficial interest and voting rights of the shares subject to the charge agreements shall remain with the existing unconnected shareholders and would only transfer to Wraith in the event of a default under the Loan Agreement.

Amounts drawn down under the Loan Agreement by the Company carry interest at 10% per annum and the arrangement fee for entering into the Loan Agreement is 10% of the total amount drawn down under the facility. Any amounts drawn down under the Loan Agreement will be repayable on the earlier of:

a) the termination of the exclusivity agreement (further details of which are set out below);

b) two months after the date of cessation of negotiations over the Potential Fundraising;

c) completion of the Potential Fundraising; and

d) 30 June 2017.

The purpose of the Loan Agreement is to meet the immediate working capital needs of the Company and the transaction costs associated with the completion of the Potential Fundraising.

The Potential Fundraising

The terms of this Potential Fundraising are yet to be agreed between the Company and Wraith but are expected to involve a significant investment by Wraith, by way of a subscription for new ordinary shares in the Company, which it is expected will represent 75% of the Company's enlarged and fully diluted share capital.

Exclusivity agreement

As a condition of the Loan Agreement, Moneyswap and certain existing shareholders of the Company have today entered into an exclusivity agreement with Wraith, which provide for Moneyswap to cease discussions with other potential investors for a period of six months in order that the Company and Wraith can progress the Potential Fundraising.

Variation of terms with existing debt providers

The Company and Wraith have also today agreed to the variation of terms of the following existing agreements with certain of the Company's lenders:

i. Assignment of Leading Empire loan

Moneyswap has entered into an agreement with Leading Empire Group Limited ("Leading Empire") and Wraith whereby Moneyswap has consented to the proposed assignment, subject to and with effect from completion of the Potential Fundraising, by Leading Empire, to Wraith of the debt owing by Moneyswap to Leading Empire of USD 248,400. With effect from today, the agreement provides for the conversion rights of Leading Empire attaching to the Leading Empire debt to be cancelled and Leading Empire has agreed to forbear on taking any action to recover any monies due to it until completion of the Potential Fundraising.

ii. Assignment of Avance Development loan

Moneyswap has entered into an agreement with Avance Development Corporation ("ADC") and Wraith whereby Moneyswap has consented to the proposed assignment, subject to and with effect from completion of the Potential Fundraising, by ADC, to Wraith of the debt owing by Moneyswap to ADC of USD 781,748. With effect from today the agreement provides for the conversion rights of ADC attaching to the ADC debt to be cancelled and ADC has agreed to forbear on taking any action to recover any monies due to it until completion of the Potential Fundraising.

iii. Assignment of Changsha loan

Moneyswap has further entered into an agreement with Changsha Zhangdian Investment Co., Limited ("CZI") and Wraith whereby Moneyswap has consented to the proposed assignment, subject to and with effect from completion of the Potential Fundraising, by CZI, to Wraith of the debt owing by Moneyswap to CZI of USD 395,000. CZI has agreed to forbear on taking any action to recover any monies due to it until completion of the Potential Fundraising.

iv. Amendment to Broad Rivers loan

Moneyswap has entered into a deed of termination agreement with Broad Rivers International Limited ("Broad Rivers") and Wraith (the "BR Loan Variation") whereby the total amount due from Moneyswap to Broad Rivers under the terms of Broad Rivers' loan to Moneyswap of USD 100,000 shall be repaid at the later of 31 March 2017 or completion of the Potential Fundraising. Under the BR Loan Variation, Broad Rivers has agreed to forbear on taking any action to recover monies due to Broad Rivers until this date.

As Broad Rivers is a substantial shareholder in the Company, the entering into of the BR Loan Variation constitutes a transaction with a related party under the AIM Rules for Companies. The Directors of Moneyswap, having consulted with the Company's nominated adviser, Allenby Capital Limited, consider the terms of the BR Loan Variation to be fair and reasonable insofar as the Company's shareholders are concerned.

Craig Niven, Interim CEO of Moneyswap, commented:

"I am pleased to be able to announce the involvement of Wraith, which we hope will result in Wraith becoming a controlling shareholder in Moneyswap. Wraith has a real vision as to how the Company can be developed and the financial and management resources necessary to achieve this vision. Moneyswap has been through a difficult period in recent months and I am extremely grateful to the support we have received from employees, counterparties, shareholders, lenders and advisers during this time which has been exceptional. I believe that this support will be rewarded with a revitalized and successful business.

"Whilst we remain optimistic that we will be able to complete the FY 2016 audit and the Potential Fundraising, to enable the lifting of the suspension over the Company's ordinary shares, there can be no guarantee that this will be successful."

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For further information, please contact:

About Moneyswap (www.moneyswap.com)

Moneyswap provides payment solutions and gateways to merchants, which allow both online and point of sale transactions to be settled using UnionPay cards in the UK. In addition, UnionPay has licensed Moneyswap for its MoneyExpress service, which enables overseas persons to send funds directly to UnionPay cardholders in China. The Company also offers an online peer-to-peer platform for currency exchange and payments. The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com.