Acquisition of Sotware Asset & Proposed Placing

7.00 a.m. 7 October 2014

MOPOWERED GROUP PLC

("MoPowered" or the "Group")

Acquisition of Software Asset

and

Associated Proposed Placing of Shares

MoPowered Group Plc (MPOW), the mobile commerce specialist, is pleased to announce that, further to the announcement of the conditional placing raising £3.5 million (before expenses) (the "Placing") and the publication of the circular to shareholders (the "Circular") on 22 September 2014, the Group's wholly owned subsidiary Global Mobile Transactions (Isle of Man) Limited has now entered into a conditional agreement (the "Acquisition Agreement") with Rounded Labs Limited ("Rounded Labs") for the purchase of the app-creation software asset, known as the Cortana platform ("Cortana"), a technology asset which allows for the rapid construction of mobile commerce applications (the "Acquisition"). The Acquisition is conditional, amongst other things, upon all of the resolutions set out in the notice of general meeting included in the Circular (the "Resolutions") being passed.

The Group provides mobile commerce apps, typically built on Apple and Android devices, for its larger retail clients to generate extra business both outside and inside their stores. The Group currently licenses Cortana from Rounded Labs, which has reduced the time and cost to the Group of building mobile commerce apps by approximately 40 per cent and subsequently led to improved margins. The Directors believe that purchasing Cortana gives the Group a further competitive advantage and allows the Group to control its technology base.

The total consideration payable by the Group for the Acquisition will be £170,000, of which £13,000 has been off-set against license payments already made, with the remaining £157,000 payable in the following instalments: £77,000 upon completion of the Acquisition Agreement; £40,000 payable 6 months following the completion of the Acquisition Agreement (subject to certain conditions having been met by Rounded Labs); and £40,000 payable 12 months following the completion of the Acquisition Agreement (subject to certain conditions having been met by Rounded Labs). Pending these instalment payments, the Directors intend to hold the balance of the consideration in cash deposits. The Acquisition represents a Substantial Transaction according to the AIM Rules.

On the date of publication of the Circular and announcement of the Placing, the Directors envisaged that the consideration for the Acquisition would be payable in a mixture of cash and shares to be issued by MoPowered. By agreeing to pay the total consideration in cash the Group has negotiated a reduced acquisition price, resulting in a saving of £30,000 on the original anticipated acquisition price.

The use of proceeds from the Placing anticipated by the Directors, as set out in the Circular, did not provide for the total consideration for the Acquisition to be paid in cash, and as a result the Group has now conditionally placed a further 3,140,000 ordinary shares of 0.5 pence each in the Group (the "New Ordinary Shares") at a price of 5 pence per New Ordinary Share (being the same placing price per ordinary share as under the Placing) raising £157,000 (the "Second Placing") which will be used to satisfy the cash consideration. N+1 Singer has acted as sole broker to the Group in respect of the Second Placing.

The New Ordinary Shares shall be issued pursuant to MoPowered's general authority to allot shares and disapply pre-emption rights, to be approved at the MoPowered's general meeting on 10 October 2014. Consequently, the Second Placing and the Acquisition are conditional, amongst other things, upon all of the Resolutions being passed.

Subject to, amongst other things, the passing of the Resolutions, application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares on AIM will commence on 13 October 2014 (being the same date as those ordinary shares which are being admitted to AIM pursuant to the Placing).

Following Admission, the number of ordinary shares in the Group in issue will increase to 89,052,803. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Group under the FCA's Disclosure and Transparency Rules.

The New Ordinary Shares will rank pari passu in all respects with the existing issued ordinary shares (including those ordinary shares to be issued pursuant to the Placing), including the right to receive all dividends and other distributions declared, paid or made after Admission.

Dominic Keen, CEO and Founder of MoPowered Group Plc, commented:

"Since we started to use Cortana to build mobile commerce apps, we have been delighted with the positive impact that the software has had. It was therefore a logical step to acquire the software to make a long term cost saving, whilst having an agreement to ensure that the creators of Cortana are incentivised to help the Group deliver on its strategic goals.

The support of our shareholders and new investors through the Placing and Secondary Placing is providing us with the funds to build our technology base which we believe will be a key driver for future profitability and value creation."