Related party transactions

MXC Capital Limited

("MXC" or the "Company")

Related party transactions

In accordance with the AIM rules regarding related party transactions, MXC announces that pursuant to today's announcement of acquisitions by Castleton Technology plc it has entered into a loan agreement with Castleton Technology Plc ("Castleton") for up to £1.5 million (the "Loan Agreement"). Interest is payable on amounts drawn down under the Loan Agreement at a rate of 10 per cent. per annum, with a commitment fee of 4 per cent. payable on amounts undrawn. The Loan Agreement has a term of 18 months and includes an arrangement fee of £25,000, payable to MXC. Amounts drawn down under the Loan Agreement are capable of being converted into new Ordinary Shares of Castleton at a price of 2 pence per Ordinary Share at any time at MXC's option.

The Company has also advanced £650,000 of the loan note it issued on October 30th 2014 to 365 Agile Limited to fund the acquisition of South View Solutions Limited, also announced today.

These loans will be financed by the existing cash resources of the Company, further supported by a short-term facility from MXC Holdings Limited ("MXC Holdings") of up to £2 million (the "Shareholder Loan"). Interest is payable on amounts drawn down under the Shareholder Loan at a rate of 8 per cent. per annum on drawn amounts and 2% per annum on undrawn amounts. The Shareholder Loan has a term of 3 months and includes an arrangement fee of £25,000, payable to MXC Holdings.

Related party transactions

The entering into of the Loan Agreement and the receipt of the Shareholder Loan (together, the "Transactions") are considered related party transactions under the AIM Rules for Companies due to MXC Holdings' shareholding in MXC and the interests in MXC Holdings of Ian Smith (CEO of Castleton) and Marc Young (CEO of the Company). Having consulted with the Company's Nominated Advisor Zeus Capital Limited, the independent directors of MXC (being Peter Rigg and Paul Guilbert) consider that the terms of the Transactions are fair and reasonable insofar as shareholders of the Company are concerned.

MXC Capital Limited

Marc Young

+44(0)20 7965 8149

Zeus Capital Limited (Nominated adviser and broker)

Nick How/John Depasquale/John Treacy

+44 (0)20 7533 7727

Alma PR

Josh Royston/Hilary Buchanan

+44 (0) 7780 901979 / +44 (0) 7515 805218

About MXC Capital

MXC is a specialist merchant bank with a track record of investing in and advising companies in the TMT sector. We bring together a deep knowledge of technology, first-hand experience of managing companies in the sector, an ability to make meaningful investments and a highly experienced corporate advisory team in support, all of which we combine to grow shareholder value.