Closing of the You Can Group Acquisition & Proposed Fundraising

The Company advises shareholders that on 13 June the acquisition of a 50.1 per cent. equity interest in You Can Group S.r.l. ("You Can Group") was formally completed. The total consideration is EUR 751,500 (approx. GBP 608,715), which Brainspark has agreed to settle as follows:
 
(i) EUR 4,500 in cash, and
(ii) EUR 747,000 through the allocation of already-issued 5,190,000 Brainspark new ordinary shares, at an average price of 11.66 pence per share.
 
Brainspark has also committed to contribute up to EUR 600,000 (approx. GBP 486,000) in development capital to You Can Group before 31 December 2012; out of this amount EUR 150,000 was paid on 23 March 2012 through the issue of 3,440,000 new ordinary shares in the Company to You Can Group. The residual funding commitment is therefore EUR 450,000.
 
In order to cover You Can Group's development capital requirements and current working capital needs, the Company announces that it intends to raise up to GBP 500,000 over the next three months through a placing of new ordinary shares (the "New Shares") in the Company to be arranged by Westhouse Securities Ltd ("Westhouse"), the Company's nominated adviser and broker.
 
Westhouse has agreed that it will offer the New Shares to the market in tranches. The Company has agreed to conditionally place the New Shares with Westhouse to the extent that there is market demand for them. The Company will then issue the New Shares to meet this demand. Further announcements in relation to this process will be made when applications for admission of the New Shares deriving from this process have been made.