Issue of Equity, Termination of Convertible Loan

MySQUAR Limited ("MySQUAR" or the "Company")

Issue of Equity

Termination of Convertible Loan

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 it has conditionally raised GBP 2,000,000, before expenses, by way of an oversubscribed proposed placing of, and subscription for, new ordinary shares in the Company.

Issue of Equity

The Company has agreed to issue a total of 235,294,120 new ordinary shares of no par value in the share capital of the Company ("Placing Shares") at 0.85 pence per share ("Placing Price") pursuant to a placing and subscription to raise GBP 2,000,000 ("Placing").

The Placing Price represents a discount of approximately 33.3% to the closing mid-market price on 7 April 2017. The net proceeds of the Placing will be used for general corporate purposes and to terminate the Convertible Loan Note facility in place with Sandabel Capital L.P. ("Sandabel") (as previously announced by the Company on 12 December 2016) (the "Sandabel Facility").

The existing authority granted by shareholders to the Directors to allot shares for cash is insufficient to allow the issue of all of the Placing Shares. Therefore, the Placing is being carried out in two tranches. The first tranche, which is being carried out under the existing power granted to the Directors, comprises the placing of 56,477,660 new ordinary shares raising GBP 480,060.11 (before expenses). Application will be made for the first tranche of Placing Shares, which will rank pari passu with the Company's existing issued Shares, to be admitted to trading on AIM and is expected to occur at 8.00 a.m. on 13 April 2017 ("First Admission"). The second tranche, which is conditional on the passing of a shareholder resolution expected at a General Meeting expected to be held on or around 28 April 2017 (the "General Meeting"), comprises the placing of 128,816,460 new ordinary shares raising GBP 1,094,939.91 (before expenses) and the subscription for 50,000,000 subscription shares raising GBP 425,000, and is expected to be completed on or around 4 May 2017 ("Second Admission"). The placing of the 128,816,460 ordinary shares is not conditional on the subscription for the 50,000,000 subscription shares and vice versa. The Company will shortly be sending a circular to shareholders convening the general meeting to approve the issue of the second tranche of shares and will make further announcements as appropriate.

As one of the conditions of the Placing, the Company has agreed that during the next twelve months no member of its group shall enter into any convertible loan note or any analogous or similar financing arrangements.

As part of the Placing arrangements, the Company shall issue, subject to Second Admission insofar as it relates to the placing of the 128,816,460 ordinary shares, 9,264,706 warrants to subscribe for new Shares to Beaufort Securities Limited, the Company's joint broker, exercisable at 3.5 pence per share for a period of 5 years from the date of Second Admission insofar as it relates to such 128,816,460 ordinary shares.

Termination of the Sandabel Facility

The Company and Sandabel have by mutual consent agreed to terminate the Sandabel Facility, which has an undrawn amount under the facility of USD 900,000, by way of a deed of termination ("Deed of Termination"). The parties have agreed that the Company will, subject to completion of the First Admission, pay the sum of USD 155,000 to Sandabel as consideration under the Deed of Termination to terminate the Sandabel Facility ("Termination Payment").

The termination date of the Sandabel Facility will occur when (i) Sandabel receive the Termination Payment, (ii) First Admission has been completed, and (iii) the issue by the Company to Sandabel and/or Beaufort Securities Limited of any warrants required to be issued but not yet issued in accordance with the terms of the Sandabel Facility.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that following the First Admission it will have 393,211,743 Shares in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 393,211,743.

The above figure of 393,211,743 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Eric Schaer, CEO of MySQUAR, said: "The Company is now well positioned to continue its revenue growth throughout 2017. We have obtained an important payment option for our products via the relationship with Telenor Myanmar and have made positive progress in dealing with other major telcos. MySQUAR successfully released the gaming platform Lucky Wingabar and will release a new game, WuKong, later this month. Importantly, the Company has started to monetise the VoIP services and MyChat in the same month. The additional funds raised in this fundraising will enhance the Company's capability in growing revenue across all the applications and games, as well as other financial targets. The Company's continued focus on revenue growth while controlling costs is proving successful. The Company's prior long-term product investments are now starting to generate revenue. This foundation will provide for solid growth on a go forward basis while at the same time positioning the Company for long term profitability starting in the second half of this calendar year."

Market Abuse Regulation (MAR) Disclosure

The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities. 

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