FATFISH GROUP LIMITED — Capital/Financing Update 2014

Jul 17, 2014

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Atech Holdings Ltd (to be renamed "Fatfish Internet Group Limited") (Company)

ABN

88 004 080 460

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to be issued	Fully paid ordinary shares (Shares) Unquoted options to acquire Shares Options)
$\mathbf{z}$	Number of +securities issued or be issued (if known) or to maximum number which may be issued	Consideration for the acquisition of 100% of Fatfish Internet Pte Ltd and 50% of Fatfish Capital Ltd (Acquisition): (a) 90,000,000 Shares; and (b) 90,000,000 Options
æ		Capital raising: $(c)$ 17,297,860 Shares; and (d) 17,297,860 Options
3	Principal terms of the + securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for if payment; +convertible securities, the conversion price and dates for conversion)	Shares: fully paid ordinary shares Options: unquoted and exercisable at \$0.25, on or before 31 December 2014

4	Do the + securities rank equally in all respects from the +issue date with an existing + class of quoted *securities? If the additional + securities do not rank equally, please state: • the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution Or interest payment	Shares $-$ yes Options - no, they are a new class of securities which will not participate for the next dividend or interest payment and the shares issued upon exercise will rank equally with all other listed Shares. There are no participating rights or entitlements inherent in the Options
5	Issue price or consideration	(a) Nil – in consideration for Acquisition (b) Nil - in consideration for Acquisition (c) \$0.20 per Share (d) Nil - free attaching to Shares issued under $(c)$
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(a) and $(b)$ - in consideration for the Acquisition (c) and (d) - capital raising under prospectus dated $10\,$ February 2014, replacement prospectus dated 15 April 2014 and supplementary prospectuses dated 22 April 2014 and 7 July 2014
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	No
6b	The date the security holder resolution under rule 7.1A was passed	N/A
6с	Number of + securities issued without security holder approval under rule 7.1	N/A

$\bar{\mathbf{v}}$

$\tilde{v}$

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

⁺ See chapter 19 for defined terms.

• $6d$ Number of ⁺securities issued with security holder approval under rule 7.1A
• 6e Number of ⁺securities issued | with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of ⁺securities issued under an exception in rule 7.2
• If +securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.

If +securities were issued under $\sqrt{\frac{N}{A}}$ 6h rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity's remaining $\bigcap A$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• $\overline{7}$ ⁺Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
39,625,266	Fully paid ordinary shares

$N/A$

$N/A$

$N/A$

16 July 2014

$N/A$

Number + class and of all *securities not quoted on ASX (including the + securities in section 2 if applicable)	25,304,482	Fully paid ordinary shares restricted for 24 months from the Company's reinstatement to Official Quotation
	64,695,518	Fully paid ordinary shares restricted until end of 15 July 2015
	17,297,860	Options exercisable at \$0.25, on or before 31 December 2014
	25,304,482	Options exercisable at \$0.25, on or before 31 December 2014 restricted for 24 months from the Company's reinstatement to Official Quotation
	64,695,518	Options exercisable at \$0.25, on or before December 2014 31 restricted until end of 15 July 2015

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ None 10 trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

$\overline{9}$

Î,

11	holder approval N/A security Is required?
12	Is the issue renounceable or non- $\mid N/A \rangle$ renounceable?
13	Ratio in which the $+$ securities $N/A$ will be offered
14	+ Class of + securities to which the offer relates	N/A

⁺ See chapter 19 for defined terms.

04/03/2013

15	+Record date determine to entitlements	N/A
16	Will holdings different on registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	Closing date for receipt of l acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the $ N/A$ broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be	N/A

sent to persons entitled

$\mathbf{\tilde{x}}$

27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+ Issue date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities $34$ $(iick one)$
• $(a)$

*Securities described in Part 1 - Shares only

$(b)$

All other *securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of conve

Appendix 3B Page 6

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional +securities $37$

Entities that have ticked box 34(b)

distribution

payment

$\overline{or}$

interest

38	Number of + securities for which + quotation is sought	N/A
39	+ Class of + securities for which quotation is sought	N/A
40	Do the + securities rank equally in all respects from the issue date with an existing + class of quoted securities?	N/A
	If the additional *securities do not rank equally, please state: the date from which they do . the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
	the extent to which they do not rank equally, other than in
	relation to the next dividend,

Reason for request for quotation 41 now Example: In the case of restricted securities, en of restriction period

(if issued upon conversion o another ⁺security, clearly identify that other *security)

Number and ⁺class of all 42 ⁺securities quoted on ASX (including the ⁺securities in clause $38)$

n г	N/A	œ
ıd
of y
	li se se $\sim$

Number	+ Class
N/A
×

+ See chapter 19 for defined terms.

Appendix 3B Page 8

Quotation agreement

$\mathbf{1}$

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is $\bullet$ not for an illegal purpose.
• There is no reason why those 'securities should not be granted *quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

(Director/Company secretary)

Date: 18th July 2014

Print name:

LOW DONALD

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9