Atlantic Systems Group Inc. — Share Issue/Capital Change 1997

Sep 8, 1997

Form 27

Securities Act

MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT

1. Reporting Issuer

Atlantic Systems Group Inc.

Incutech Centre

Fredericton, New Brunswick

E3B 6C2

2. Date of Material Change

August 28, 1997.

3. Press Release

A press release was issued in Toronto, Ontario on August 28, 1997 via Canada Newswire, a copy of which is attached hereto as Schedule “A”.

4. Summary of Material Change

The Company completed an initial closing of its initial public offering of common shares at which time it issued 2,000,000 common shares at $0.50 per share for gross proceeds of $1,000,000.

5. Full Description of Material Change

Please see attached press release.

6. Reliance on Section 75(3) of the Act

Not applicable.

7. Omitted Information

Not applicable.

8. Senior Officer

Pieter E. Natte, Chief Executive Officer

Telephone: (506) 460-5400

Fax: (506) 460-5411

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Fredericton, New Brunswick this 8th day of September, 1997.

“Pieter E. Natte” _

Pieter E. Natte

Chief Executive Officer,

Atlantic Systems Group Inc.

IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

schedule “a”

PRESS RELEASE

FOR IMMEDIATE RELEASE

August 28, 1997

ATLANTIC SYSTEMS GROUP INC.

CLOSING OF INITIAL PUBLIC OFFERING

Toronto, Ontario - Atlantic Systems Group Inc. announces that it completed an initial closing of its initial public offering of common shares on Thursday, August 28, 1997. ASG issued a total of 2 million common shares at a price of $0.50 per common share for total gross proceeds of $1 million. McDermid St. Lawrence Securities Ltd. acted as agent in connection with the offering. ASG currently has a total of 14 million common shares outstanding.

ASG has been approved for quotation by the Canadian Dealing Network. Trading with a visible quotation on CDN will commence on September 2, 1997 under the symbol “ASGT”.

ASG is a public company which is primarily engaged in the development, sale and support of proprietary security software products for the telecommunications industry and for networks connected to the Internet or which utilize Internet tools. ASG also provides professional services and equipment to the semi-conductor industry. ASG has offices in Fredericton, New Brunswick and Burlington, Ontario.

For further information:

Pieter Natte, Atlantic Systems Group Inc. - (506) 460-5400

Robin Hutchinson, Atlantic Systems Group Inc. - (905) 637-7757