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DataMotion Asia	DataMotion Asia	Pacific Limited
ABN 44 009 148		529
registered office
Suite 4
72 Canning Hwy
Vic Park WA	6100
AUSTRALIA
mailing address
Suite 4
72 Canning Hwy
Vic Park WA	6100
AUSTRALIA
telephone	-	national	08 9355 2565
	-	international	+61 8 9355 2565
facsimile	-	national	08 9355 2575
	-	international	+61 8 9355 2575
email	-	info@datamotion.asia
visit us at	-	www.datamotion.asia

5 October 2011

The Manager Company Announcements Office ASX Limited Exchange Plaza 2 The Esplanade PERTH, WA 6000

Via Electronic Lodgement

ANNOUNCEMENT OF RIGHTS ISSUE

DataMotion Asia Pacific Limited ( DataMotion or “the Company” ) is pleased to announce a nonrenounceable rights issue of fully paid ordinary shares to existing shareholders at a price of 0.05 cents per new share, on the basis of one (1) new share with an attaching 1:1 option exercisable at 0.5 cents on or before 29 March 2013 for every three (3) shares held ( Rights Issue ). The Rights Issue will be made under a prospectus lodged with the Australian Securities and Investments Commission ( ASIC ) on 4 October 2011 ( Prospectus ). The Rights Issue will be open to existing shareholders of the Company with registered addresses in Australia and New Zealand as at 4.00pm (AWST) on 13 October 2011 ( Record Date ).

Under the Rights Issue the Company will issue up to approximately 1,230,007,570 new ordinary shares to raise up to approximately $615,004 before expenses (assuming no options are exercised before the Record Date). The new shares will rank equally with existing ordinary shares in the Company. DataMotion will also issue up to approximately 1,230,007,570 new options which will rank equally with existing options in the same class as those currently listed under ASX code DMNOC.

The Rights Issue is partially underwritten to guarantee the offer raises a minimum of $200,000.

The Prospectus for the Rights Issue will be lodged latter today with ASIC and ASX and will be available on the Company’s website at www.datamotion.asia and on the website of ASX at www.asx.com.au .

Please find attached an Appendix 3B and Prospectus in relation to the Rights Issue.

Yours faithfully

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Michael Robson Chairman and Director DATAMOTION ASIA PACIFIC LIMITED

attach: Appendix 3B Prospectus

Appendix 3B New Issue Announcement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

DATAMOTION ASIA PACIFIC LIMITED

ABN

44 009 148 529

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 a) fully paid ordinary shares issued b) options exercisable at 0.5 cent expiring 29 March 2013 2 Number of[+] securities issued or to number to be issued (assumes no current options are exercised): be issued (if known) or maximum a) 1,230,007,570 number which may be issued b) 1,230,007,570 3 Principal terms of the[+] securities a) fully paid ordinary shares (eg, if options, exercise price and b) options exercisable at 0.5 cent expiring 29 March 2013 – expiry date; if partly paid same as existing class of listed options DMNOC +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New Issue Announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	a) yes b) yes	a) yes b) yes

	a) $0.0005 (0.05 cents) per fully paid ordinary share b) attaching options are issued for no additional consideration.

	The funds raised pursuant to the Rights Issue will be used to upgrade computer hardware and software ($50,000), supplement working capital and allow the Company to undertake due diligence programs in relation to appropriate synergistic acquisition or investment opportunities ($510,004) and estimated costs of the offer($55,000).

	11 November 2011

	Number	+Class
	4,920,030,280 1,130,394,439 3,651,257,570	(assumes no options are exercised) Fully paid ordinary shares Listed options exercisable at 1.0 cent expiring 06 May 2013 (DMNOA) Listed options exercisable at 0.50 cent expiring 29 March 2013 (DMNOC)

	Number	+Class
	2,500,000 5,000,000 5,000,000	Unlisted employee option incentive scheme options (DMNAK) Unlisted consultant option incentive scheme options (DMNAB) Unlisted consultant option incentive scheme options (DMNAO)

See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New Issue Announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The Company has not yet established a Dividend policy

Part 2 – Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	No

	Non-renounceable

	one (1) New Shares and one (1) Attaching Option for every three(3)shares held at record date

	a) fully paid ordinary shares b) options exercisable at 0.5 cent expiring 29 March 2013

	4.00pm (AWST) 13 October 2011

	n/a

	Round up to nearest whole number

	The offer will not be extended to shareholders with a registered address is the following countries: Singapore, United Kingdom, Japan, Malaysia, United States of America, Cook Islands, Hong Kong, Indonesia, Thailand, Belgium, Brunei Darussalam, Germany, Gibraltar, Ireland, Papua New Guinea, British Virgin Islands and Vanuatu.

	03 November 2011

	IntercorpPtyLtd

	5% of the amount underwritten ($10,000)

	n/a

	n/a

	n/a

See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New Issue Announcement

25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	n/a

	18 October 2011

	5 October 2011

	n/a

	n/a

	n/a

	n/a
	n/a 11 November 2011
	11 November 2011

See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New Issue Announcement

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a) [Securities described in Part 1 ]

(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 convertible securities

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

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the 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 37 A copy of any trust deed for the additional[+] securities

See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New Issue Announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)







	Number	+Class

See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New Issue Announcement

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the[+] securities to be quoted complies with the law and is 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 noone 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.
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, 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: ............................................................ Date: 5 October 2011 Company Secretary

Print name: Mathew Whyte

== == == == ==

See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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ABN 44 009 148 529

PROSPECTUS

Non-renounceable rights issue of one (1) New Share and one (1) Attaching Option for every three (3) Shares held, at a price of 0.05 cents per New Share to raise approximately $615,004 before expenses

The last date for acceptances and payments to be received under the Offer is 5.00pm (AWST) on Thursday 3 November 2011

This document is important and requires your immediate attention

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus, then you should consult your stockbroker, accountant or other professional adviser.

The New Shares and Attaching Options offered by this Prospectus should be considered as speculative.

110152 (29184)

1)	KEY DATES AND IMPORTANT NOTICES .................................................................................. 2
2)	CORPORATE DIRECTORY .......................................................................................................... 5
3)	LETTER FROM THE BOARD ....................................................................................................... 6
4)	DETAILS OF THE OFFER ............................................................................................................ 7
5)	ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS ............................................................ 11
6)	EFFECT OF THE OFFER ON THE COMPANY ......................................................................... 14
7)	RISKS .......................................................................................................................................... 16
8)	ADDITIONAL INFORMATION .................................................................................................... 20
9)	GLOSSARY ................................................................................................................................. 30

INVESTMENT RISKS

In addition to normal risks affecting any ASX listed equity investment, an investment in New Shares and Attaching Options is subject to risks associated with the Company’s business as set out in Section 7. Each of these risks may have an adverse effect on the Company’s future financial performance and position.

110152 (29184)

SECTION 1: KEY DATES AND IMPORTANT NOTICES

KEY DATES*

Lodgment Date: Lodgment ofthisProspectuswith ASIC	Tuesday, 4 October 2011
Announcement Date: Announcement ofthe OffertoASX	Wednesday, 5 October 2011
Ex Date: The date on which issued Shares commence trading without the entitlement to participateinthe Offer	Friday, 7 October 2011
Record Date: The date for determining Entitlements of Eligible Shareholders to participate in the Offer (at 4.00pm (AWST time))	Thursday, 13 October 2011
Prospectus sent to Shareholders: Anticipated dispatch of Prospectus and Entitlement and AcceptanceForms-applications open	Tuesday, 18 October 2011
Closing Date: The last date for receipt of Entitlement and Acceptance Forms and payment of Application Monies (at 5.00pm(AWSTtime))	Thursday, 3 November 2011
Deferred Settlement Quotation: New Shares and Attaching Options quoted on a deferred settlement basis	Friday, 4 November 2011
Dispatch Date: Anticipated date for entry of New Shares and Attaching Options in uncertificated holding accounts–deferred settlement trading ends	Friday, 11 November 2011
Normal Trading: Anticipated date for commencement of trading of New Shares and Attaching Options	Monday,14 November 2011

Shareholders are advised that these dates and the other dates referred to throughout this Prospectus (except the date of this Prospectus) are indicative only and are subject to change at the discretion of the Directors (in accordance with the Corporations Act and the ASX Listing Rules).

IMPORTANT NOTICES

The Prospectus sets out information in relation to a non-renounceable offer by DataMotion Asia Pacific Limited ( DataMotion or the Company ) of New Shares and Attaching Options in the Company ( Offer ).

This Prospectus is dated 4 October 2011. A copy of this Prospectus was lodged with ASIC on 4 October 2011. Neither ASIC nor ASX takes any responsibility for the content of this Prospectus or the merits of the investment to which it relates.

No New Shares or Attaching Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply for admission of the New Shares and Attaching Options to quotation on ASX within 7 days after the date of this Prospectus. The fact that ASX may grant Official Quotation of the New Shares and Attaching Options is not to be taken in any way as an indication of the merits of the Company or the New Shares or Attaching Options.

As this Offer is non-renounceable, the Entitlements cannot be traded and will lapse if they are not taken up in accordance with this Prospectus by the Closing Date for receipt of acceptances. Please refer to Section 5 for information on how to accept Entitlements.

This Prospectus does not take into account your investment objectives, financial situation and particular needs. Before deciding to invest in the Company, you should read the entire Prospectus and in particular, in considering the Company's prospects, you should consider the risk factors that could affect the Company's performance. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek advice from your professional adviser before deciding to invest.

110152 (29184)

SECTION1: (cont.)

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation in connection with the Offer not contained in this Prospectus may not be relied on as having been authorised by the Company. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus.

Offer to Australian and New Zealand Shareholders only

The Offer contained in this Prospectus is made only to Eligible Shareholders, being persons who are registered as the holder of Shares on the Record Date and whose registered address is in Australia or New Zealand. The accompanying Entitlement and Acceptance Form sets out your Entitlement to participate in the Offer.

The Offer is not extended to, and no New Shares or Attaching Options are offered or will be issued to, persons with registered addresses outside of Australia and New Zealand. The Company considers it unreasonable to extend the Offer to Shareholders with registered addresses in jurisdictions outside Australia and New Zealand having regard to the small number and value of New Shares and Attaching Options that would be offered in such jurisdictions and the cost of complying with the legal and regulatory requirements in those jurisdictions.

Restrictions on the distribution of this Prospectus

This Prospectus has been prepared to comply with the requirements of the securities laws of Australia.

This Prospectus and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares or Attaching Options in any place outside Australia and New Zealand.

Neither this Prospectus nor the accompanying Entitlement and Acceptance Form may be sent or passed to persons outside Australia and New Zealand or otherwise distributed outside Australia and New Zealand.

New Shares and Attaching Options being offered to residents of New Zealand under this Prospectus are offered in reliance on the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002. This Prospectus is not an investment statement or prospectus under New Zealand law and has not been registered, filed with or approved by any New Zealand regulatory authority, or under or in accordance with the New Zealand Securities Act 1978 or any other relevant law in New Zealand. It may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Electronic Prospectus

This Prospectus may be viewed online at www.asx.com.au (ASX Code: DMN) and www.datamotion.asia. If you are an Eligible Shareholder and have access to an electronic version of this Prospectus, you should ensure that you download and read the entire document. Electronic versions of this Prospectus will not include an Entitlement and Acceptance Form. The Entitlement and Acceptance Form will be mailed to Eligible Shareholders together with a hard copy of this Prospectus. The Corporations Act prohibits any person passing on to another person an Entitlement and Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus.

Acceptance of Entitlements

Applications for New Shares and Attaching Options offered pursuant to this Prospectus can only be submitted on a personalized Entitlement and Acceptance Form which accompanies this Prospectus. The Entitlement and Acceptance Form sets out a person’s Entitlement to participate in the Offer.

110152 (29184)

SECTION1: (cont.)

If you wish to apply for New Shares and Attaching Options, you must complete and return your Entitlement and Acceptance Form together with Application Monies so that they are received by the Company by 5.00pm (AWST) on Thursday 3 November 2011 (unless this Closing Date is extended in accordance with the Corporations Act and the ASX Listing Rules). The Company will not accept applications for New Shares and Attaching Options submitted using copies of the Entitlement and Acceptance Form.

If you have not received a personalised Entitlement and Acceptance Form, please contact the Company’s share registry, Computershare Investor Services Pty Limited, by telephone on 1300 850 505.

Privacy Disclosure

The Company will collect information about Eligible Shareholders who submit an Entitlement and Acceptance Form for the purposes of processing their Entitlement and administering the Eligible Shareholders’ security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Eligible Shareholder agrees that the Company may use the information provided on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company's share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. The Corporations Act requires the Company to include information about the security holder (including name, address and details of securities held) in its Register. The information contained in the Company’s Register must remain there even if that person ceases to be a security holder of the Company. Information contained in the Company’s Register is also used to facilitate the payment of dividends and other distributions and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and for compliance by the Company with its legal and regulatory requirements.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

An Eligible Shareholder has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

Continuous disclosure

The Company is listed on ASX, and as such is subject to disclosure requirements under the Corporations Act and the ASX Listing Rules. Since listing, the Company has provided ASX with information regarding its activities and that information is publicly available. This Prospectus is intended to be read in conjunction with that publicly available information. Eligible Shareholders should therefore have regard to that publicly available information before making an investment decision.

Nature of Prospectus

Some words in this Prospectus have defined meanings. The definitions appear in Section 9 at the end of this Prospectus. References to dollars are to Australian dollars unless otherwise indicated.

This Prospectus is a transaction specific prospectus issued pursuant to section 713 of the Corporations Act. In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Please refer to Section 8.1 for further information.

110152 (29184)

SECTION 2: CORPORATE DIRECTORY

DIRECTORS

Michael Robson

Non Executive Chairman

Mathew Whyte Director

Michal Safrata Director

COMPANY SECRETARY

Mathew Whyte

REGISTERED OFFICE AND PRINCIPAL Suite 4, 72 Canning Highway PLACE OF BUSINESS Victoria Park, WA 6100 Telephone +618 9355 2565 Facsimile +618 9355 2575 Email [email protected] Website www.datamotion.asia AUDITORS *** Grant Thornton Audit Pty Ltd Chartered Accountants Level 1, 10 Kings Park Road West Perth WA 6005 SHARE REGISTRY *** Computershare Investor Services Pty Limited Level 2 Reserve Bank Building 45 St Georges Terrace Perth WA 6000 BANKERS *** Australia & New Zealand Banking Group Limited Cnr Hay & Outram Streets West Perth WA 6005 SOLICITORS Bennett + Co Level 10, BGC Centre 28 The Esplanade Perth, WA, 6000 STOCK EXCHANGE Listed on the Australian Securities Exchange The Home Exchange is in Perth, Western Australia ASX CODE** DMN – Fully Paid Ordinary Shares DMNOA – listed options exercisable at 1.0 cent exp. 06 May 13 DMNOC – listed options exercisable at 0.5 cent exp 29 March13

Denotes referred to for information purposes only. They have not been involved in the preparation of this Prospectus

110152 (29184)

SECTION 3: LETTER FROM THE BOARD

Dear Shareholder,

We are pleased to be able to offer you the opportunity to increase your investment in DataMotion Asia Pacific Limited.

The non-renounceable pro-rata Offer contained in this Prospectus provides Eligible Shareholders with the opportunity to subscribe for 1 New Share for every 3 Shares held on the Record Date (being, 4.00pm (AWST) on Thursday 13 October 2011. In addition, Eligible Shareholders who subscribe for New Shares will receive 1 Attaching Option (exercisable at 0.5 cent on or before 29 March 2013) for every New Share issued to them under the Offer.

It is proposed that the $615,004 (before expenses) to be raised under the Offer will be used to:

Upgrade hardware and software;
provide the necessary funds to supplement the working capital reserves of the Company; and
allow the Company to undertake due diligence programs in relation to appropriate synergistic acquisition or investment opportunities relevant to the Company’s primary business of information technology solutions.

We invite all Eligible Shareholders to consider taking up their full Entitlement under the Offer. In making this decision, we encourage you to read this Prospectus in full, keeping in mind your own personal level of risk tolerance and financial position.

Yours faithfully,

DataMotion Asia Pacific Limited

==> picture [70 x 76] intentionally omitted <==

Michael Robson Chairman, 4 October, 2011

110152 (29184)

SECTION 4: DETAILS OF THE OFFER

4.1 The Offer

This Prospectus offers a non-renounceable pro-rata Entitlements issue to Shareholders on the basis of one (1) New Share for every three (3) Shares held, at a price of $0.0005 (0.05 cents) for every New Share subscribed, with one (1) Attaching Option in the same class as those currently listed under the ASX code DMNOC for every one (1) New Share subscribed. The options have an exercise price of $0.005 (0.5 cent) and expire on 29 March 2013.

The Company currently has 3,690,022,710 Shares on issue and has granted 1,130,394,439 ASX code DMNOA Options (exercise price $0.01 (1.0 cent) and expire 06 May 2013) and 2,421,250,000 ASX Code DMNOC Options (exercise price $$0.005 (0.5 cent) and expire 29 March 2013) all of which are currently exercisable. There are also 12,500,000 unlisted employee & consultant incentive scheme options.

To be entitled to participate in the Offer, the Option holders must first exercise their Options in accordance with the terms of those Options and must do so prior to the Record Date. In the event that all Option holders exercise their Options, the Company will have on issue 7,254,167,149 Shares. If the Offer is then fully subscribed, this will result in the issue of 2,418,055,716 New Shares and 2,418,055,716 Attaching Options (in each case disregarding any rounding up of fractional Entitlements) and the amount raised will be $1,209,028.

In the event that no Option holders exercise their Options prior to the Record Date, Shareholders holding 3,690,022,710 Shares will be entitled to participate in the Offer pursuant to this Prospectus, which if fully subscribed will result in the issue of 1,230,007,570 New Shares and 1,230,007,570 Attaching Options and the amount raised will be $615,004 (before costs and expenses*).

4.2 Opening and closing dates

The Offer will open for receipt of acceptances on Tuesday, 18 October 2011 and close at 5.00pm (AWST) on Thursday, 3 November 2011 (unless extended). Completed Entitlement and Acceptance Forms must be received by the Company by the Closing Date, together with a cheque or bank draft in Australian dollars made payable to “DataMotion Asia Pacific Limited – Rights Issue” for the total application monies.

4.3 Use of Funds

Based on the information known to the Directors at the date of this Prospectus, it is proposed that the funds raised under the Offer will be used as follows:

Use of funds	$
Hardware and Software Upgrade	50,000
Working capital and due diligence programs in relation to appropriate synergistic investment or acquisition opportunities	510,004
Estimated costs and expenses of the Offer*	55,000
Total	615,004

Please see Section 8.10 for further details.

110152 (29184)

SECTION 4: DETAILS OF THE OFFER (cont.)

4.4 Eligible Shareholders and Entitlements

Shareholders who have registered addresses in Australia or New Zealand and are on the Company's Share Register at 4:00pm (AWST) on the Record Date, being 13 October 2011, will be entitled to participate in the Offer.

An Application Form setting out your Entitlement to New Shares and Attaching Options accompanies this Prospectus. Fractional Entitlements will be rounded up to the nearest whole number of New Shares and Attaching Options.

For further details regarding how to accept this Offer, please see Section 5.

4.5 Minimum subscription

There is no minimum subscription under the Offer.

4.6 Allotment and Application Money

All Eligible Shareholders who accept the Offer will receive their Entitlement in full.

New Shares and Attaching Options will be issued only after all Application Money has been received and ASX has granted permission for the New Shares and Attaching Options to be quoted. It is expected that New Shares and Attaching Options will be issued on 11 November 2011.

All Application Money received before New Shares and Attaching Options are issued will be held in a special purpose account. After Application Money is refunded (if required) and New Shares and Attaching Options are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company. If the New Shares and Attaching Options are not quoted by ASX within three months after the date of this Prospectus, or such longer period permitted pursuant to any modification of the Corporations Act provided by ASIC, the Company will refund all Application Money in full without interest.

4.7 Underwriting

The Offer is, subject to certain terms and condition, partially underwritten by Intercorp Pty Ltd (Intercorp). Under the terms of the Underwriting Agreement (Refer Section 8.7) Intercorp has agreed to subscribe for New Shares to guarantee the Offer raises a minimum of $200,000 (excluding Intercorp’s Entitlement) under the same terms as offered to Shareholders.

4.8 Shortfall

If there is a Shortfall, the Directors reserve the right (as permitted under the ASX Listing Rules), at their discretion, to issue the Shortfall within 3 months after the Closing Date.

The Directors may not participate in any Shortfall.

110152 (29184)

SECTION 4: DETAILS OF THE OFFER (cont.)

4.9 No rights trading

Your Entitlement to New Shares under the Offer is non-renounceable. Accordingly, there will be no rights trading on ASX and you may not dispose of any of your Entitlement to any other party. Any Entitlements not taken up in accordance with the Offer will lapse and have no value. Entitlements to New Shares not accepted will either be subject to the partial underwriting and be dealt with in accordance with Section 4.7 or will form part of the Shortfall which will be dealt with in accordance with Section 4.8.

4.10 Ranking

The New Shares will be fully paid and will rank equally with existing Shares from the time they are issued. A summary of the rights and liabilities attaching to the New Shares is set out in Section 8.4 of this Prospectus.

The Attaching Options issued under this Prospectus will rank equally with existing ASX code DMNOC Options. A summary of the terms of issue and rights and liabilities attaching to Attaching Options is set out in Section 8.5 of this Prospectus.

4.11 Trading History and the Market Prices of Shares

In the 3 months prior to the date of this Prospectus, Shares in the Company traded at $0.001. The issue price of $0.0005 (0.5 cents) per New Share under the Offer represents a discount of 50% to the $0.001 closing price of the Shares on ASX on Friday 15 September 2011 (being, the last trading day on which Shares in the Company traded on ASX prior to the date of lodgment of this Prospectus with ASIC).

The issue of New Shares and Attaching Options may affect the market price of Shares.

4.12 ASX Quotation

The Company will apply for quotation of New Shares and Attaching Options on the official list of ASX within 7 days after the date of this Prospectus.

The fact that ASX may grant Official Quotation of New Shares and Attaching Options is not to be taken in any way as an indication of the merits of the Offer or the New Shares or Attaching Options offered by this Prospectus.

If ASX does not grant Official Quotation of the New Shares and Attaching Options within 3 months after the date of this Prospectus, or such longer period permitted pursuant to any modification of the Corporations Act provided by ASIC, the Company will not allot or issue any New Shares and Attaching Options and will repay all Application Monies within the time prescribed under the Corporations Act (without interest).

4.13 Foreign Shareholders

No offer of New Shares or Attaching Options will be made under this Prospectus, and no New Shares or Attaching Options will be issued, to Shareholders with registered addresses outside Australia and New Zealand.

The Company has decided that it is unreasonable to extend the Offer to Shareholders having registered addresses outside of Australia and New Zealand having regard to the small number of such Shareholders, the number and value of New Shares they would be offered and the costs of ensuring compliance with the legal and regulatory requirements in the places where such Shareholders are located. Accordingly, this Prospectus has not been, and will not be, registered under the securities laws of those jurisdictions. For that reason, no Entitlement and Acceptance Form will be sent, and the Offer will not be made, to Shareholders with registered addresses outside Australia and New Zealand.

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SECTION 4: DETAILS OF THE OFFER (cont.)

4.14 CHESS

The Company participates in the Clearing House Electronic Sub register System, known as CHESS. Under CHESS, Eligible Shareholders who apply for New Shares will not receive a certificate but will receive a holding statement of New Shares and Attaching Options issued to them under the Offer.

The CHESS holding statement will set out the number of New Shares and Attaching Options issued under this Prospectus, and provide details of your holder identification number and the participant identification number of the sponsor.

If you are registered on the Issuer Sponsored Sub register, your statement will be dispatched by Computershare Investor Services Pty Limited and will contain the number of New Shares and Attaching Options issued to you under this Prospectus and your security holder reference number.

4.15 Taxation implications

The Directors do not consider that it is appropriate to give potential applicants advice regarding the taxation consequences of applying for New Shares and Attaching Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of potential applicants. The Company, its advisers and its officers do not accept any responsibility or liability for any taxation consequences to potential applicants. Potential applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Offer.

4.16 Withdrawal of Prospectus

The Directors reserve the right not to proceed with the Offer at any time before the issue of New Shares and Attaching Options to Eligible Shareholders. If the Offer does not proceed, the Company will repay all Application Monies as soon as practicable after giving notice of its withdrawal (without interest).

4.18 Enquiries

Enquiries concerning your Entitlement and the Entitlement and Acceptance Form should be directed to the Company’s share registry, Computershare Investor Services Pty Limited, by telephone on 1300 850 505.

Enquiries in relation to the Prospectus should be directed to the Company Secretary of DataMotion, Mr Mathew Whyte, on telephone +618 9355 2565 or by facsimile on +618 9355 2575.

110152 (29184)

SECTION 5: ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS

5.1 Your alternatives

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. Before taking any action in relation to the Offer, you should read this Prospectus in its entirety, and if you have any queries seek professional advice from your accountant, stockbroker, lawyer or other professional adviser.

You may elect to:

(1) take up all of your Entitlement;
(2) take up part of your Entitlement and allow the balance to lapse; or
(3) do nothing and allow all of your Entitlement to New Shares and Attaching Options to lapse.

5.2 Take up all of your Entitlement

If you wish to take up all of your Entitlement:

(1) complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form;
(2) decide on the form of payment (details of which are set out in Section 5.5); and
(3) ensure your application and Application Monies are received by the Company, no later than 5:00 pm (AWST) on the Closing Date, at:

DataMotion Asia Pacific Limited Rights Issue Computershare Investor Services Pty Limited

By Post GPO Box 505 Melbourne, VIC 3001

5.3 Take up part of your Entitlement

If you wish to take up part of your Entitlement and allow the balance to lapse:

(1) complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form, specifying the amount of your Entitlement you wish to take up;
(2) decide on the form of payment (details of which are set out in Section 5.5 below): and
(3) ensure your application and Application Monies are received by the Company, no later than 5:00 pm (AWST) on the Closing Date, at:

DataMotion Asia Pacific Limited- Rights Issue Computershare Investor Services Pty Limited

By Post GPO Box 505 Melbourne, VIC 3001

110152 (29184)

SECTION 5: ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS (cont.)

If you decide not to take up all or part of your Entitlement, your Entitlement, to the extent not taken up, will lapse and form part of the Shortfall. The Directors reserve the right to issue any Shortfall at their discretion. Alternatively, the Shortfall will be taken up by the Underwriter to the extent of the Underwriting Agreement detailed in Section 8.7.

5.4 Do nothing and allow your Entitlement to lapse

If you do nothing, your Entitlement will lapse and the New Shares and Attaching Options which represent your Entitlement will form part of the Shortfall and may be placed by the Directors (refer to Section 4.8) or be taken up by the Underwriter, in accordance with the Underwriting Agreement detailed in Section 8.7. Although you will continue to own the same number of Shares in DataMotion, your percentage shareholding in DataMotion will be diluted.

5.5 Form of payment

Entitlement and Application Forms must be accompanied by payment in full of all Application Monies on the basis of $0.0005 (0.05 cents) per New Share. Payment of Application Monies will only be accepted in Australian dollars and as follows:

(1) by bank cheque drawn on and redeemable at any Australian bank;
(2) by personal cheque drawn on and redeemable at any Australian bank. Eligible Shareholders must ensure there are sufficient funds in the account on which the personal cheque is drawn so that the cheque is drawn so that the cheque clears in favour of DataMotion when it is first presented for payment; or
(3) through BPAY[®1] . Eligible Shareholders can make their payment by BPAY in accordance with the instructions set out in the accompanied Entitlement and Acceptance Form. Payments must be made using the reference number on the form and must be made by 5.00pm (AWST) on the Closing Date.
®1 Registered to BPAY Pty Ltd ABN 69 079 137 518

The reference number is used to identify your holding. If you have multiple holdings you will have multiple reference numbers. You must use the reference number on each Entitlement and Acceptance Form to pay for each holding separately.

Eligible Shareholders making a payment through BPAY are not required to return their Entitlement and Acceptance Form.

Eligible Shareholders who choose to use BPAY should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

Cheques or bank cheques should be made payable to “DataMotion Asia Pacific Limited- Rights Issue” and crossed” “Not Negotiable” . Cash will not be accepted and receipts for payment will not be issued.

110152 (29184)

SECTION 5: ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS (cont.)

5.7 Entitlement and Acceptance Form or payment is binding

A completed and lodged Entitlement and Acceptance Form or an application for New Shares by way of a payment through BPAY creates a legally binding contract between the applicant and the Company for the number of New Shares subscribed for by the applicant. The Entitlement and Acceptance Form does not need to be signed (or returned in the case of BPAY) to be a binding application for New Shares.

If the Entitlement and Acceptance Form is not completed correctly, it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe or complete the Entitlement and Acceptance Form is final.

Any application for New Shares under the Offer (including by way of a payment through BPAY) will be taken to constitute a representation by the Eligible Shareholder that they:

(1) have received a printed copy of this Prospectus (and any supplementary or replacement document) and accompanying the Entitlement and Acceptance Form and have read them all in full;
(2) declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate in all material respects;
(3) agree to being issued the number of New Shares and Attaching Options they applied for;
(4) authorise the Company to do anything on their behalf necessary for New Shares and Attaching Options to be issued to the applicant including to act on instructions received by the Company using any contact details in the Entitlement and Acceptance Form; and
(5) make the representations, warranties and agreements (if any) set out in the Prospectus or the Entitlement and Acceptance Form.

110152 (29184)

SECTION 6: EFFECT OF THE OFFER ON THE COMPANY

6.1 Effect of the offer

Assuming that no Options are exercised prior to the Record Date the Offer contained in this Prospectus consists of a pro-rata entitlement offer of approximately 1,230,007,570 New Shares at $0.0005 (0.05 cents) per New Share for a total cash consideration of approximately $615,014 (before costs and expenses).

The principal effects of the Offer will be to:

a) increase the Company’s cash reserves by a maximum $560,004 after taking into account the costs and expenses of the Offer; and
b) increase the total number of issued Shares and listed Options (refer Section 6.2).

6.2 Effect of the Offer on capital structure

The tables below set out the effect on the Company’s capital structure if no existing Options are exercised and the Offer is fully subscribed.

Ordinary Shares	number	% equity
Existing Shares	3,690,022,710	75
New Shares issued under Offer	1,230,007,570	25
Maximum number of Shares on issue at Completion of the Offer	4,920,030,280	100

Options	number
Unlisted Consultant Option Incentive Scheme options exercisable at 2.5 cents on or before 10 December 2012	5,000,000
Unlisted Consultant Option Incentive Scheme options exercisable at 2.5 cents on or before 3 July 2013	5,000,000
Unlisted Employee Option Incentive Scheme options exercisable at 2.5 cents on or before 18 August 2014	2,500,000
Listed Options (class DMNOA) exercisable at 1 cent on or before 06 May 2013	1,130,394,439
Listed Options (class DMNOC) exercisable at 0.5 cent on or before 29 March 2013	2,421,250,000
Attaching Options (class DMNOC) to be issued under Offer exercisable at 0.5 cent on or before 29 March 2013	1,230,007,570
Maximum number of Options on issue at completion of the Offer	4,794,152,009

110152 (29184)

SECTION 6: EFFECT OF THE OFFER ON THE COMPANY (cont.)

6.3 Consolidated balance sheet

Set out below is a pro forma balance sheet of the Company after taking account of the Offer. It is based on the audited balance sheet of the Company as at 30 June 2011. The pro forma balance sheet illustrates the effect of the Offer as if the issue of New Shares and Attaching Options under this Prospectus had occurred on 30 June 2011, based on the following assumptions:

a) the Company issues 1,230,007,570 New Shares at $0.0005 (0.05 cents) per New Share pursuant to this Prospectus, raising proceeds of approximately $615,004;
b) estimated costs and expenses of the Offer of $55,000 have been recognised directly against Issued capital, as a reduction of the proceeds of the Offer (Refer to Section 8.10); and
c) the net cash adjustment to the pro forma statement of financial position is therefore an increase of $560,004.

	30 June 2011 (audited) $	Offer Proceeds $	30 June 2011 (Pro forma) $
Current Assets
Cashand cashequivalents	1,059,942	560,004	1,619,946
Trade and other receivables	30,380		30,380
Othercurrent assets	3,609		3,609
Total Current Assets	1,093,931	560,004	1,653,935
Non-Current Assets
Property, plant & equipment	42,061		42,061
Intangible assets	19,212		19,212
Capitalised explorationexpenditure	372,984		372,984
Total Non-Current Assets	434,257		434,257
Total Assets	1,528,188	560,004	2,088,192

Current Liabilities
Trade and otherpayables	381,846		381,846
Provisions	1,565		1,565
Total Current Liabilities	383,411		383,411
Total Liabilities	383,411		383,411

Net Assets	1,144,777	560,004	1,704,781

Equity
Issued capital	40,469,882	560,004	41,029,886
Accumulated losses	(39,425,897)		(39,425,897)
Reserves	100,792		100,792
Total Equity	1,144,777	560,004	1,704,781

110152 (29184)

SECTION 7: RISKS

7.1 Introduction

There are a number of risk factors, both specific to the Company and of a general nature, which could adversely impact the future operating and financial performance of the Company, the value of an investment in the Company and the value of its Shares and Options. The following is not an exhaustive summary, but points out some of the risks that are peculiar to the Company.

Any one or a combination of such risks could affect the Company adversely and thus the value of any investment in the Company. The Board is unable to speculate as to the extent of such adversity, and thus an investment in the Company should be regarded as speculative.

Eligible Shareholders should carefully consider each of the risk factors described below, together with the other information contained in this Prospectus before making an investment decision. Eligible Shareholders with any queries should consult their stockbroker, accountant, lawyer or other professional adviser before deciding whether to apply for New Shares under the Offer.

7.2 General risks

a) share market conditions

The price of Shares quoted for trading by the ASX is impacted by various international and domestic factors. As the Company is listed on ASX, its Share price is subject to these numerous influences that may reflect both the trends in the share market and the share prices of individual companies.

Many factors affect the price of shares including local and international stock markets, movement in interest rates, economic and political conditions, commodity prices, exchange rates and investor and consumer sentiment. Recent global political and economic events, including continued terrorist threats and global financial crisis may cause share price fluctuations in the Australian share market and globally.

The Attaching Options to be issued carry no assurance about the Company’s share price at the time that the holder may wish to exercise those options or immediately preceding the date those options expire.

b) economic conditions

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on the profitability of the Company, commodity prices and stock market processes. The Company’s operations and share price can be affected by these factors, which are beyond the control of the Company and its Directors.

c) Competition

The structure of the markets in which the Company operates may alter or new competitors enter some or all of those markets, resulting in increased competition. Increased competition may result in lower prices, operating margins and profit for the Company.

d) Intellectual Property

The Company cannot be assured that every person who gains or gained access to confidential information of the Company will maintain its confidentiality or that the Company will have an adequate remedy for breach of confidentiality agreements. If this event occurs, it may have an adverse effect on the financial performance and / or financial position of the Company.

e) Australian and foreign government policy and legislation

DataMotion may be affected by changes to government policies and legislation (both in Australia and in foreign jurisdictions) concerning property, the environment, superannuation, taxation and the regulation of trade practices and competition, government

110152 (29184)

SECTION 7: RISKS (cont.)

grants and incentive schemes. The Company's prospective acquisitions may include operations out of Australia. As a result, the Company may be subject to political, economic and other uncertainties including, but not limited to, changes in energy policies or the personnel administering them, foreign exchange restrictions, currency fluctuations, royalties and tax increases those foreign jurisdictions.

f) Global Security Environment

Outbreak of hostilities or a material escalation of hostilities including declaration of war in major countries of the world or terrorist acts perpetrated on any major countries or any diplomatic, military, commercial or political establishment of any major countries anywhere in the world may affect the global economic and commercial environment and in turn affect the Company’s future revenues, operating costs and share prices.

g) liquidity

There is no guarantee that at the time a holder of Shares or Options wishes to sell those securities that there will be a buyer willing to pay a price acceptable to the seller or at all.

h) Currency exchange and other risks

The Company's prospective possible acquisitions may include operations out of Australia. Revenue and expenditure in overseas jurisdictions are subject to the risk of fluctuations of international currency exchange markets. Foreign taxes, limitation on repatriation of earnings, compliance with foreign accounting and business laws, and cultural differences carry a certain amount of risk.

7.3 Specific risks

In addition to the above, there are a number of specific risks concerning DataMotion of which potential investors should be aware. The following is not an exhaustive summary, but points to some of the risks that are specific to a technology services company and to business acquisitions and integration. Any one or a combination of such risks could affect DataMotion adversely and thus the value of any investment in the Company.

Like other companies at a similar stage, DataMotion faces a number of risks including but not limited to the following:

a) Financial risk

The Company is proposing to use the funds raised under the Offer to fund due diligence in relation to acquiring or investing in appropriate assets. There is a significant risk that the Company will not be able to locate appropriate assets before available funds are depleted. This means the Company may need to raise additional capital to fund its ongoing operations. If additional funds were to be raised by issuing equity securities, this might result in dilution to the then existing Shareholders. Under various circumstances the inability to raise adequate further funds may result in the Company, ultimately, having to be put into voluntary administration or liquidation.

b) Business acquisition and integration

Any business that may be acquired by the Company will be subject to integration and completion risk. The risk of failure is mitigated to some extent by internal policies, procedures and processes and also by obtaining external advice and expertise where necessary, but the success of new business ventures and acquisitions cannot be guaranteed.

c) Asset acquisition risk

If the Company identifies an appropriate asset that it wants to acquire, the ability of the Company to implement its business strategy and acquire that asset may, in part, be depend on its ability to raise additional debt or equity funding to fund the acquisition. There can be no assurance that such funding will be available, or that it will be available on terms

110152 (29184)

SECTION 7: RISKS (cont.)

attractive to the Company. If the Company’s investment in the asset is unsuccessful and it cannot raise additional funds, the Company should be regarded as having a limited future as a going concern with potentially serious and adverse consequences for the investments of its investors.

d) Dependency on others

The future success of the Company will be in part dependent on the competency of the prospective operators of the Company's various possible projects and on each operator's capacity to manage day to day operations. The Company's future growth will also be dependent in part upon engagement and retention of management capable of managing and expanding its operations beyond the present projects.

e) Trading on ASX

The minimum price for trading of Shares on ASX is $0.001 (0.1 cents) which is double the price at which the New Shares are offered for subscription therefore there is a risk that there will be no buyer willing to acquire Shares on ASX at the minimum trading price.

In addition, pursuant to ASX Listing Rule 12.3, ASX may suspend quotation of a Company’s securities if half or more of the Company’s assets are cash until the Company invests those assets or uses them in the Company’s business. ASX has advised the Company that it will consider suspending quotation pursuant to this rule if the Company does not meet these requirements by 29 February 2012.

f) Risks related to investment in resources

Exploration and/or development of resources generally are subject to high levels of risk. Commodities are subject to high levels of volatility in price and demand. The Company’s assets include capitalised exploration expenditure in relation to the Moruya and Pambula exploration joint venture farm-in agreements and is reviewing its further involvement in these projects. Whilst the directors believe these assets are of value to the Company there is no guarantee that the Company will be able to realise any funds from these assets.

g) Contract risks generally

All contracts carry risks associated with the performance by the parties thereto of their obligations as to time and quality of work performed. The negotiation and due performance of contracts will be important to the future acquisition of any investment by the Company.

h) Litigation

Litigation may adversely affect the Company. The Company is not presently involved in litigation related to its business and the Directors are not presently aware of any basis on which any material litigation against the Company may arise.

i) Regulatory approval risk

Operations by the Company may require approvals to be obtained from regulatory authorities. The Company has no reason to believe that any requisite approval may not be able to be obtained on terms acceptable to the Company and the Company's obligations for expenditure will be predicated on any requisite approvals being obtained. However, Eligible Shareholders should be aware that the Company cannot guarantee that all requisite approvals will be obtained. A failure to obtain approval may mean that the ability of the Company to develop or operate a project, or possibly acquire an asset, may be limited or restricted either in part or absolutely.

j) Insurance risk

The Company maintains insurance within the ranges of coverage that it believes to be consistent with industry practice and having regard to the nature of the activities being conducted. The occurrence of an event not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

110152 (29184)

SECTION 7: RISKS (cont.)

k) Compliance Risk

The Company must comply with the Corporations Act, ASX Listing Rules and other laws and regulations. ASX and ASIC fines, penalties and other sanctions are risks for the Company should it breach its regulatory obligations.

l) Personnel Risks

The success of the Company will depend on its ability to attract and retain highly qualified technical and managerial personnel. Competition for such staff is intense. The loss of key staff could have a material adverse effect on the Company.

m) Capital of the Business

The Company has a small market capitalisation. If unexpected events and consequent losses deplete the capital of the Company, there can be no assurance that the capital markets will provide the capital or debt funds necessary to sustain the Company.

n) Taxation Risks

The Company seeks to comply with all taxation laws and seeks professional advice on its taxation compliance program. Nevertheless, the complexity of taxation laws creates a risk for the Company.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION

8.1 Nature of the prospectus

This Prospectus has been prepared pursuant to Section 713 of the Corporations Act which allows disclosing entities such as the Company to issue a "reduced content" prospectus for securities, or options to acquire securities, in a class of securities that have been continuously quoted on ASX at all times in the 12 months prior to the issue of the prospectus.

In addition to specific formal matters, a “reduced content” prospectus need only contain information relating to the terms and conditions of the offer, the effect of the offer on the Company and the rights and liabilities attaching to the securities offered and the underlying securities.

A "reduced content" prospectus must also include information that has been excluded from a continuous disclosure notice where that information had not been disclosed. However, such information is only required where it is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of an entity and the rights and liabilities attaching to the securities being offered by the entity. Further, such a prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in the prospectus.

Other general information is not required to be included by a disclosing entity as the periodic reporting and continuous disclosure requirements applicable to disclosing entities mean that all this information should have previously been released to the market.

8.2 DataMotion’s Reporting and Disclosure Obligations

DataMotion is a "disclosing entity" for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. These obligations include compliance with the requirements of the ASX Listing Rules and the Corporations Act concerning notification of information to ASX.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC. Copies of announcements made to ASX by DataMotion may be viewed at ASX’s website www.asx.com.au (ASX Code: DMN).

DataMotion must ensure that ASX is notified continuously of information about specific events and matters as they arise for the purposes of ASX making the information available to investors on ASX.

DataMotion has an obligation under the ASX Listing Rules to notify ASX immediately of any information concerning it of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of its quoted securities, subject to certain exceptions.

During the application period under this Prospectus, the Company will provide a copy of any of the following documents free of charge to any Shareholder who requests a copy:

(1) the annual financial report dated 27 September 2011 for the financial year ended 30 June 2011 (being, the annual financial report most recently lodged with ASIC by the Company); and
(2) any continuous disclosure notices given by the Company to ASX after lodgment of the annual report referred to in paragraph 8.2 (1) above and before the date of lodgment of this Prospectus with ASIC.

All requests for copies of the above documents should be made to the Company Secretary of DataMotion, Mr Mathew Whyte, on telephone +618 9355 2565 or by facsimile on +618 9355 2575.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.3 Documents lodged with ASX and Incorporated by Reference

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The following table provides a list of all of DataMotion’s announcements lodged with ASX prior to the date of this Prospectus since the 2011 annual financial report was lodged with ASX on 27 September 2011.

Pursuant to Section 712(1) of the Corporations Act each of these documents together with the 2011 annual financial report are incorporated by reference in the Prospectus and the Company will give a copy of any of the documents free of charge to anyone who asks for them during the application period for the Prospectus.

date	title of announcement
5 October 2011	Announcement of Rights Issue

8.4 Rights attaching to New Shares

The rights attaching to ownership of Shares (including New Shares) are:

a) described in the Constitution; and
b) regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the key provisions in the Constitution and the principal rights of shareholders as set out in the Constitution. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and liabilities of shareholders.

a) general meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

b) voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
ii) on a show of hands, every person present who is a Shareholder or a proxy or representative of a Shareholder has one vote in respect of each Share held by him; and
iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

c) dividend rights

The Directors may from time to time declare a dividend to be paid to Shareholders entitled to the dividend. The dividend shall (subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividends) be payable on all shares in accordance with the Corporations Act. The Directors may from time to time pay to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.4 Rights attaching to New Shares (cont.)

interest as against the Company. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

d) winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities and which are subject to escrow restrictions at the time of the commencement of the winding up shall rank in priority after all other shares.

e) transfer of shares

Generally, Shares in the Company are freely transferable. Subject to formal requirements, a transfer will be registered by the Company if it does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer does not breach the Corporations Act and the ASX Listing Rules.

f) variation of rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

8.5 Rights attaching to Attaching Options

The rights attaching to Attaching Options are regulated by the Constitution, the Corporations Act, the Listing Rules and the general law.

The following is a summary of the key terms of the Attaching Options which are in the same class as existing listed ASX code DMNOC Options:

a) exercise price

The exercise price is $0.05 (0.5 cent) per Attaching Option.

b) entitlement

Each Attaching Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

c) new option period

The Attaching Options will expire at 5.00pm (WST) on 29 March 2013. Subject to clause (g), Attaching Options may be exercised at any time prior to the expiry date and Attaching Options not so exercised shall automatically expire on the expiry date.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.5 Rights attaching to Attaching Options (cont.)

d) ranking of share allotted on exercise of new option

Each Share allotted as a result of the exercise of any Attaching Option will rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

e) voting

A registered owner of an Attaching Option will not be entitled to attend or vote at any meeting of the members of the Company unless they are also a member of the Company.

f) transfer of an Attaching Option

Attaching Options are transferable at any time prior to the expiry date.

g)

method of exercise of an Attaching Option

i) The Company will provide a notice that is to be completed when exercising the Attaching Options. Attaching Options may be exercised by completing the notice and forwarding the same to the Company Secretary to be received prior to the expiry date accompanied by payment in full for the relevant number of shares being subscribed for.
ii) Within 14 days from the date of exercise of Attaching Options the Company shall issue that number of Shares in the capital of the Company subscribed for.
iii) The Company will after issue and allotment of Shares pursuant to the exercise of an Attaching Option, apply to the ASX for official quotation of all such Shares, in accordance with the Corporations Act and the ASX Listing Rules.
iv) The Company will generally comply with the requirements of the ASX Listing Rules in relation to the timetables imposed when quoted options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the options and the timetable outlined in the ASX Listing Rules, the timetable outlined in the ASX Listing Rules shall apply.

h) ASX quotation

The Company will, in accordance with listing rule 2.8, make application to have the Attaching Options listed for Official Quotation in the same class as existing listed options under ASX code DMNOC.

i)

reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the Attaching Options will be reconstructed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

j) participation in share issues

There are no participating rights or entitlements inherent in the Attaching Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the options are exercised.

k) no change of new options' exercise price or number of underlying shares

There are no rights to change the exercise price of the Attaching Options or the number of underlying Shares if there is a bonus issue to holders of Shares. If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Attaching Option exercise price shall be reduced according to the formula specified in the ASX Listing Rules.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.6 Alteration of constitution

The Constitution can only be amended by a special resolution (that is, a resolution that has been passed by at least three-quarters of the votes cast by shareholders entitled to vote on the resolution). While the Company is listed, at least 28 days written notice of the special resolution must be given.

8.7 Underwriting agreement

Summary of underwriting agreement

On 28 September 2011, the Company entered into an Underwriting Agreement with Intercorp Pty Ltd ( Intercorp or The Underwriter ) whereby the Company engaged the Underwriter to partially underwrite the Offer ( Underwritten Amount ).

Under the terms of the Underwriting Agreement, Intercorp have agreed to subscribe for New Shares to guarantee the Offer raises a minimum of $200,000 (excluding Intercorps Entitlement) under the same terms as offered to Shareholders.

The Underwriter may appoint sub-underwriters to sub-underwrite the Offer. The Underwriter is responsible for paying all fees and commissions due to sub-underwriters appointed by the Underwriter in respect of the underwriting of the Offer.

The Underwriter will receive an underwriting fee of 5% of the Underwritten Amount (being $10,000).

The Underwriter will also be reimbursed all reasonable costs, charges and expenses incurred by the Underwriter in connection with the underwriting.

In addition to the fees specified above, the Company will indemnify the Underwriter to the extent permissible at law against, and in relation to, any claim, loss, liability, cost or expense that may be incurred or sustained by the Underwriter as a result of and all prosecution, penalties, fines and proceedings arising out of the following:

(a) non - compliance by the Company with any legal or ASX requirement in relation to the Offer;
(b) non - compliance by the Company with any of its obligations under the Underwriting Agreement including without limitation breaches of an undertaking, representation or warranty; and
(c) any claim that the Underwriters have any liability under Section 729 of the Corporations Act or any other applicable law concerning the Offer.

The indemnities provided by the Company in favour of the Underwriter are limited to exclude any liability arising as a result of the Underwriters’ breach of the Underwriting Agreement, negligent conduct or willful default.

The Underwriter may elect to terminate their obligations under the Underwriting Agreement by notice to the Company if on or before the Closing Date, one of the events set out below occurs:

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.7 Underwriting agreement (cont.)

(a) Default : default by the Company under the Underwriting Agreement which is not capable of remedy or is not remedied.
(b) Material change : any material or adverse change occurs after the date of the Underwriting Agreement in the financial position of the company or its subsidiary or the industry in which the Company or subsidiary operates.
(c) Contravention : a contravention by the Company which in the reasonable opinion of the Underwriter has a material adverse effect on the Offer including any provision of its constitution, the Corporations Act or any other applicable legislation or any encumbrance or document which is binding on the Company or a subsidiary or an asset of the Company or a subsidiary.
(d) Solvency : an insolvency event occurs in relation to the Company or a subsidiary.
(e) War : an outbreak of new hostilities or a state of war whether declared or not, arising after the date of the Underwriting Agreement or an escalation of hostilities involving Australia, Japan, any member state of the European Union, the United States of America, Indonesia, the Peoples Republic of China, New Zealand, Hong Kong, Taiwan, Singapore or Malaysia, which in the reasonable opinion of the Underwriter has or is likely to have a material and adverse effect on the Offer.

The Company may elect to terminate the Underwriting Agreement by notice to the Underwriter if on or before the Closing Date, the Underwriter is in default of any of the material obligations under the Underwriting Agreement or breaches of any warrant, representation or undertaking given under this Agreement which is incapable of remedy or is not remedied.

8.8 Effect of Intercorp’s underwriting on control of the Company

The potential effect that the issue of Shares under the Offer will have on the Company is as follows:

(a) if all Shareholders take up all of their Entitlement under the Offer, the percentage interest in the Shares of the Company held by Intercorp would not change and there would not be any effect on the control of the Company; or
(b) if some or all of the Shareholders do not take up their Entitlement under the Offer then the Offer may have an effect on the control of the Company as detailed below.

As Intercorp is a current Shareholder, it will be entitled to 147,525,702 New Shares under the Offer in addition to its entitlement pursuant to the Underwriting Agreement.

To comply with the requirement to fully disclose Intercorp’s potential voting power in the Company, the table below sets out various scenarios to indicate the effect on the Company’s shareholding. The potential maximum increase in the voting power of Intercorp is set out below and will occur if no Shareholders other than Intercorp take up their Entitlement under the Offer. In the table below it is assumed that Intercorp will take up its full Entitlement as a Shareholder under the Offer.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.8 Effect of Intercorp’s underwriting on control of the Company (cont.)

		Voting power of	Total shares on issue
Event	Number of
	Shares of the	Intercorp in the
	Company held	Company
	by Intercorp

Intercorp holding at the date of the Prospectus	442,577,106	12%	3,690,022,710
Intercorp holding assuming acceptance by all Shareholders of 1 for 3 Entitlements	590,102,808	12%	4,920,030,280
Intercorp holding assuming acceptance of 1 for 3 Entitlements by Intercorp and no other Shareholders accept their Entitlement and Shortfall not placed	990,102,808	23.4%	4,237,548,412

The calculations have assumed that Intercorp will not increase its holding of Shares or exercise any Options prior to the Record Date and/or the close of the Offer. If Intercorp acquire additional Shares or exercise any Options prior to either of these dates, the numbers set out above will vary accordingly. Intercorp may only acquire additional Shares prior to the Record Date to increase its voting power to 20% (and not more). If Intercorp increases its voting power to 20% prior to the Record Date, its maximum potential voting power on completion of the offer will be 31.9% (or 1,384,006,056 Shares) assuming 100% Shortfall after Intercorp’s Entitlements and the underwritten shares are subscribed.

8.9 Directors’ interests

Except as disclosed in this Prospectus, no Director or any firm in which such a Director is a partner, holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

i) the promotion or formation of the Company; or
ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer.

Other than as set out in this Prospectus, no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any Director in the last 2 years to:

i) induce them to become, or to qualify them as, a Director; or
ii) for services rendered by them in connection with the promotion or formation of the Company or in connection with the Offer.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.9 Directors’ interests (cont.)

As at the date of this Prospectus, each of the Directors has a relevant interest in securities of the Company as set out below:

Director	Relevant interest	Relevant interest in
	in Shares	Options
*Direct interest:*
Michael Robson	4,000,000	25,000,000
Mathew Whyte	Nil	Nil
Michal Safrata	Nil	8,000,000

Each of the Directors has confirmed that it is their intention to take up their full Entitlements under the Offer based on their current Relevant Interest in Shares as disclosed above.

The Directors are each entitled to directors fees of $30,000 per annum.

The Company has entered into deeds of indemnity, insurance and access with each of the Directors under which the Company agrees to indemnify the Directors against certain liabilities incurred by the Directors while acting as a Director of the Company, to insure the Directors against certain risks to which the Directors are exposed to as a Director of the Company and to grant to the Director a right of access to certain records of the Company for a period of up to seven years after the Director ceases to be a Director of the Company.

At the date of this Prospectus there are no proposed new Directors.

8.10 Expenses of the Offer

The total costs and expenses of the Offer payable by the Company are expected to be as follows:

$
ASX, ASIC, legal and professional fees and other expenses 45,000
Underwriting Fees 10,000
Total 55,000

All fees referred to in this Prospectus are exclusive of GST.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.11 Interests and consents of experts and advisers

Except as disclosed in this Prospectus, no expert, promoter or other person named in this prospectus as performing a function in a professional, advisory or other capacity:

a) Has any interest nor has had any interest in the last 2 years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer ; or
b) Has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

Intercorp Pty Ltd is acting as partial Underwriter in relation to the Offer for which it will, pursuant to the Underwriting Agreement, receive fees (Refer Section 8.7). The Company has also appointed Intercorp as a corporate advisor for a term of 12 months at an annual fee of $60,000 under a Corporate Advisory Agreement dated 1 September 2011.

WHYPRO Corporate Services (ABN 53 844 654 790) will be paid professional fees of approximately $10,000 for managing the work undertaken in connection with this Prospectus and will receive an ongoing fee based on commercial rates for the provision of company secretarial and corporate consulting services under a Corporate Consulting Agreement dated 1 September 2011. DataMotion’s Director and Company Secretary, Mr Whyte is a principal of WHYPRO Corporate Services.

Bennett + Co is acting as solicitors for the Company in relation to the Offer and will be entitled to receive fees estimated in the sum of $3000 in relation to legal services provided relating to the Offer.

Computershare acts as the Company’s share register and will be paid for these services on normal commercial terms.

8.12 Consents

The following persons have given and not withdrawn their written consent to be named in the Prospectus in the form and context in which they are named.

i) Intercorp Pty Ltd has given and has not withdrawn its written consent to be named as underwriter to the Offer in the form and context in which it is named. Intercorp has had no involvement in the preparation of any part of the Prospectus other than being named as underwriter to the Company. Intercorp has not authorised or caused the issue of any part of the Prospectus.
ii) Bennett + Co has given and has not withdrawn its written consent to be named as solicitors to the Company. Bennett + Co has not authorised or caused the issue of any part of the Prospectus and takes no responsibility for any part of the Prospectus.

8.13 Governing law

This Prospectus and the contracts which arise on acceptance of Entitlement and Acceptance Forms are governed by the law applicable in the State of Western Australia and each applicant submits to the non-exclusive jurisdiction of the courts of the State of Western Australia.

8.14 No prospective Financial Information

No prospective financial information is contained in this Prospectus as the Directors do not consider there to be reasonable grounds to include such information given the speculative nature of the Company.

110152 (29184)

SECTION 8: ADDITIONAL INFORMATION (cont.)

8.15 Directors’ consent

Each Director of the Company has given, and has not withdrawn as at the date of this Prospectus, their written consent to the lodgment of this Prospectus with ASIC in accordance with Section 720 of the Corporations Act.

This Prospectus is issued by DataMotion Asia Pacific Limited. The issue of this Prospectus was authorised by a resolution of the Directors and is signed by Michael Robson on behalf of all Directors.

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Michael Robson

Chairman DataMotion Asia Pacific Limited

4 October 2011

110152 (29184)

SECTION 9: GLOSSARY

Application Monies means monies payable by Eligible Shareholders in respect of applications for New Shares.

ASIC means the Australian Securities and Investments Commission .

ASX means the ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange as appropriate .

ASX Listing Rules means the Listing Rules of the ASX.

ASTC Settlement Rules means the ASTC Settlement Rules issued by the ASX Settlement and Transfer Corporation Pty Limited.

Attaching Option means the Options offered pursuant to this Prospectus which are in the same class as existing listed ASX code DMNOC Options.

AWST means Australian Western Standard Time.

Business Day means a day on which trading takes place on the stock market of ASX .

CHESS means ASX Clearing House Electronic Sub-registry System .

Closing Date means the closing date for receipt of Entitlement and Acceptance Forms under this Prospectus being 5.00pm (WST) 3 November 2011 (unless extended).

Company means DataMotion Asia Pacific Limited (ABN 44 009 148 529) .

Constitution means the Company’s Constitution as at the date of this Prospectus .

Corporations Act means the Corporations Act 2001 (Commonwealth) .

Director means a director of the Company at the date of this Prospectus .

DMN is the Company’s ASX code.

Dollar or $ means Australian dollars .

Eligible Shareholder means a Shareholder entered on the register of shareholders of the Company on the Record Date, but excludes a Non-Qualifying Foreign Holder.

Entitlement means the entitlement or right to apply for 1 New Share for every 3 Shares held by an Eligible Shareholder as at the Record Date. Additionally, subscribers for New Shares will be issued 1 Attaching Option for every New Share subscribed for.

Entitlement offer means the offer pursuant to this Prospectus for one (1) New Share and one (1) Attaching Option for every three (3) Shares held by the Shareholder at the Record Date.

Entitlement and Acceptance Form means the application form accompanying this Prospectus .

Intercorp means Intercorp Pty Ltd (ACN 009 126 185) and includes Mr Robert Roget an associate of Intercorp.

New Shares means a Share to be allotted and issued at $0.0005 (0.05 cents) pursuant to this Prospectus.

Non-Qualifying Foreign Holders means Shareholders with an address on the register of the Company which is outside Australia or New Zealand.

Offer means the offer of one (1) New Share and one (1) Attaching Option to Eligible Shareholders for their Entitlement pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official Quotation means official quotation of the New Shares and Attaching Options by ASX in accordance with ASX listing rules.

Opening Date means the date on which the Offer opens.

Option means an option to subscribe for a Share.

Option Holders means person who hold Options as at the date of the Prospectus.

Prospectus means this Prospectus .

110152 (29184)

SECTION 9: GLOSSARY (cont.)

Record Date means 4:00pm (AWST) on 13 October 2011.

Share means a fully paid ordinary share in the capital of the Company .

Shareholders mean shareholders of the Company .

Shortfall means the number of New Shares and Attaching Options forming Entitlements, or part of Entitlements, not applied for by Eligible Shareholders by the Closing Date or subsequently applied for by the Underwriter pursuant to the Underwriting Agreement.

Underwriter means Intercorp.

Underwriting Agreement means the Underwriting Agreement between the Company and the Underwriter dated 28 September 2011.

110152 (29184)

Data Motion Asia Pacific Limited

ABN 44 009 148 529

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

 For your security keep your SRN/HIN confi dential.

Entitlement and Acceptance Form

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Non-Renounceable Entitlement Issue closing 5pm (AWST) on 3 November 2011

Non-Renounceable Entitlement Issue of one New Share and one Attaching Option for every three Shares held and entitled to participate at the record date at an issue price of A$0.0005 per New Share.

Receipt of the slip below by 5pm (AWST) on 3 November 2011 with your payment, utilising the payment options detailed overleaf, will constitute acceptance in accordance with the terms of the Prospectus dated 4 October 2011.

I/We enclose my/our payment for the amount shown below being payment of A$0.0005 per New Share and Attaching Option. I/We hereby authorise you to register me/us as the holder(s) of the Share and Attaching Option allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

A	Subregister Existing Share entitled to participate at Record Date on 13 October 2011. Entitlement to New Share(s) on a 1 for 3 basis Amount payable on full acceptance at A$0.0005 per New Share and Option Entitlement to new Attaching Option(s) on a 1 for 3 basis Entitlement Number Securityholder Entitlement details 123456789012 X,XXX,XXX.XX XXX,XXX,XXX XXX,XXX,XXX Issuer X,XXX,XXX.XX

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See back of form for completion guidelines
D M N N R R B
SAMP_PAYMENT_000000/000001/000001/i
▼ PLEASE DETACH HERE ▼ ® Registered to BPAY Pty Ltd ABN 69 079 137 518
cheque(s) Paperclip Please see overleaf for Payment Options Biller Code: 123456
here.
Do not Data Motion Asia Pacific Limited Ent: X,XXX Pay: X,XXX Ref No: 1234 5678 9012 3456 78
staple. ABN 44 009 148 529
B Number of New Shares applied for C Amount enclosed at A$0.0005 per New Share and Option
.
A$
Payment Details – Please note that funds are unable to be directly debited from your bank account
D
Drawer Cheque Number BSB Number Account Number Cheque amount
A$
Make your cheque or bank draft payable to “Data Motion - Offer Account” and crossed “Non Negotiable”
Contact Details
E
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
137986_015HZD
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1234567890123456+1234567890-1234+12

How to complete the Entitlement and Acceptance Form

Note that photocopies will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details of your Entitlement based on your Securityholding at 7pm (AEDT) on 13 October 2011 are shown in box A on the front of this Entitlement Form.

B New Securities Accepted You can apply to accept either all or part of your Entitlement. Enter in box B the number of New Shares you wish to accept from your Entitlement.

Please ensure you complete Section B on the bottom of the form.

C Acceptance Monies

Enter the amount of Acceptance Monies. To calculate the amount payable, multiply the number of New Shares applied for by A$0.0005.

Please ensure you complete Section C on the bottom of the form.

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D Payment Details
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You can apply for shares utilising the payment options detailed below. Please note that funds are unable to be directly debited from your bank account.

By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you:

● agree to all of the terms and conditions as detailed in the Prospectus dated 4 October 2011

Your cheque, money order or bank draft must be made in Australian currency and drawn on an Australian branch of a financial institution. Such payment must be made payable to “Data Motion - Offer Account” and crossed “Not Negotiable”. Payments not properly drawn may be rejected.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Acceptance form being rejected. Paperclip (do not staple) your cheque(s) to the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded.

E Contact Details Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below.

The directors reserve the right to make amendments to this form where appropriate.

Lodgement of Acceptance

If you are applying for shares and your payment is being made by BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 7pm (AEDT) on 3 November 2011. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Ensure you have read and accurately followed your banking institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither CIS nor Data Motion accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 7pm (AEDT) on 3 November 2011. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for security holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 850 505.

This form may not be used to notify your change of address. For information please contact CIS on 1300 850 505 or visit the share registry at www.computershare.com (Certificated/Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Payment Options:

Biller Code: 123456 Ref No: 1234 5678 9012 3456 78

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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Data Motion Asia Pacific Limited Computershare Investor Services Pty Limited GPO Box 505 Melbourne, Victoria 8060 AUSTRALIA

==> picture [157 x 38] intentionally omitted <==

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I1234567890
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Entitlement Number:

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

AI assistant

KINGSTON RESOURCES LIMITED — Capital/Financing Update 2011

65206_rns_2011-10-04_74210e93-2ddb-43f1-bc7c-4975c85ab291.pdf

Via Electronic Lodgement

ANNOUNCEMENT OF RIGHTS ISSUE

Michael Robson Chairman and Director DATAMOTION ASIA PACIFIC LIMITED

Appendix 3B

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

Name of entity

DATAMOTION ASIA PACIFIC LIMITED

Part 1 – All issues

Part 2 – Bonus issue or pro rata issue

Part 3 - Quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Entities that have ticked box 34(b)

Quotation agreement

PROSPECTUS

CONTENTS

INVESTMENT RISKS

KEY DATES*

IMPORTANT NOTICES

Disclaimer

Offer to Australian and New Zealand Shareholders only

Restrictions on the distribution of this Prospectus

Electronic Prospectus

Acceptance of Entitlements

SECTION1: (cont.)

Privacy Disclosure

Continuous disclosure

Nature of Prospectus

DIRECTORS

Michael Robson

COMPANY SECRETARY

Mathew Whyte

Yours faithfully,

DataMotion Asia Pacific Limited

Michael Robson Chairman, 4 October, 2011

4.1 The Offer

4.2 Opening and closing dates

4.3 Use of Funds

4.4 Eligible Shareholders and Entitlements

4.5 Minimum subscription

4.6 Allotment and Application Money

4.7 Underwriting

4.8 Shortfall

4.9 No rights trading

4.10 Ranking

4.11 Trading History and the Market Prices of Shares

4.12 ASX Quotation

4.13 Foreign Shareholders

4.14 CHESS

4.15 Taxation implications

4.16 Withdrawal of Prospectus

4.18 Enquiries

5.1 Your alternatives

5.2 Take up all of your Entitlement

5.3 Take up part of your Entitlement

SECTION 5: ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS (cont.)

5.4 Do nothing and allow your Entitlement to lapse

5.5 Form of payment

Eligible Shareholders making a payment through BPAY are not required to return their Entitlement and Acceptance Form.

SECTION 5: ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS (cont.)

5.7 Entitlement and Acceptance Form or payment is binding

6.1 Effect of the offer

6.2 Effect of the Offer on capital structure

6.3 Consolidated balance sheet

7.1 Introduction

7.2 General risks

a) share market conditions

b) economic conditions

c) Competition

d) Intellectual Property

e) Australian and foreign government policy and legislation

SECTION 7: RISKS (cont.)

f) Global Security Environment

g) liquidity

h) Currency exchange and other risks

7.3 Specific risks

a) Financial risk

KINGSTON RESOURCES LIMITED Capital/Financing Update 2011