Fundraising

7 March 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 accordance with its business strategy and investment plan the Company is in advanced discussions and negotiations for a potential acquisition or investment into a company that is developing mobile payment services. These services are expected to have synergies with, and be complimentary to, the applications currently being designed, developed and commercialised by MySQUAR. 

Fundraising

In order to fund any cash element of the anticipated consideration payable on a future acquisition or investment as well as funding requirements for expected development capital and general corporate purposes, MySQUAR has agreed to issue today £2.11 million (approximately US$3.0 million) (gross) of unsecured convertible bonds (the "Convertible Bonds") to UK based fund, Atlas Capital Markets Limited (the "Investor"). As part of the package of funding provided by the Investor, in addition to the Convertible Bonds issued on 7 March 2018, the Investor has also been granted warrants with an initial exercise price of £633,000 for 20,095,238 ordinary shares in MySQUAR (the "Warrants"). The Convertible Bonds and the Warrants together represent the package for the £2.11 million fundraise from the Investor (the "Fundraise").

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

"The Fundraise will provide MySQUAR with the necessary resources to undertake potential future acquisitions and investments with targets with valuable synergies with our strategy of developing the leading mobile payments facilities for remittances back into Myanmar. The Fundraise will also allow us to free up further capital to invest into development capital. We believe this can only strengthen MySQUAR's position in discussions with larger online groups interested in developing a presence in the Myanmar market."

Key details of the Fundraise:

 · A fundraising of £2.11m 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 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 fund the cash element of the consideration payable on future acquisitions or investments, for product development and as well as providing general working capital.

· 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 633 warrants over 20,095,238 ordinary shares of MySQUAR will be issued. The warrants have a three year term, a strike price of GBP 0.0315 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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