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ASX Release 11 June 2015 ASX Market Announcements via electronic lodgement Zingmobile to acquire Pixie Entertainment Group Transaction Highlights Zingmobile Group Limited (ZMG or Company) has entered

1 ASX Release 11 June 2015 ASX Market Announcements via electronic lodgement Zingmobile to acquire Pixie Entertainment Group Transaction Highlights Zingmobile Group Limited (ZMG or Company) has entered into a conditional binding Share Purchase Agreement to acquire 100% of the shares in a Singapore company, Pixie Entertainment Group Pte Ltd (Pixie Group) and its two Malaysian subsidiaries (Proposed Transaction). Pixie Group currently manages two nightlife and clubbing outlets in Malaysia. The Proposed Transaction is subject to various conditions precedent, including ZMG completing due diligence investigations in respect of Pixie Group to its satisfaction and ZMG entering into an agreement to sell its existing business of mobile content to a related party. If the Proposed Transaction proceeds, the Proposed Transaction will involve a change in the nature and scale of ZMG's current activities and accordingly, ZMG will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to obtain approval from ZMG shareholders. 1. Overview of Proposed Transaction 1.1 Acquisition of Pixie Group The Company has agreed, subject to ZMG shareholder approval and the satisfaction of certain other conditions, to acquire all of the shares in Pixie Group from the existing Pixie Group shareholders (Pixie Vendors), in return for the issue of 500,000,000 fully paid ordinary ZMG shares (Consideration Shares). On completion of the Proposed Transaction, the Company will own the entire issued share capital of Pixie Group, which holds a 100% interest in each of Roylmark Holdings Sdn Bhd and Bizmac Sdn Bhd, its Malaysian subsidiaries (Pixie Subsidiaries). Pixie Group, through Pixie Subsidiaries, manages nightlife and clubbing outlets in Malaysia. At present, the Pixie Group manages two outlets: Pixie Luxe, Kuala Lumpur, Malaysia; and Pixie Mansion, Kuala Lumpur, Malaysia. The Company is in the process of undertaking a due diligence program on Pixie Group, the Pixie Subsidiaries and their businesses and the ZMG Board believes that, subject to satisfactory completion of due diligence, the Proposed Transaction represents an excellent opportunity to acquire a business in the early stages of its development in the nightlife and clubbing industry in Asian countries including Singapore & Malaysia.

2 1.2 Sale of existing ZMG business In conjunction with and conditional on the Proposed Transaction, ZMG is proposing to enter into a business sale agreement with a related party to sell its existing mobile content and services business on terms and at a value acceptable to ZMG (ZMG Business Sale). The terms of the proposed sale have not yet been finalised but it is expected that the sale price will be approximately the net tangible asset value of the ZMG business as at 31 March Full details will be set out in a separate announcement when a binding agreement is signed. 1.3 Capital Raising In addition, in order to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules, ZMG will seek to raise a minimum of A$8 million (or such increased amount as is required to satisfy ASX requirements) at or around A$0.06 per ZMG share, to be issued to a number of sophisticated investors (Capital Raising). 2. Conditions of the Proposed Transaction The obligation of the Company and the Pixie Vendors to complete the Proposed Transaction is subject to and conditional upon the satisfaction of the following conditions: (a) (b) (c) completion of due diligence to the Company s satisfaction; the execution of an agreement by the Company relating to the ZMG Business Sale on terms and at a value acceptable to the Company; shareholders of the Company approving: the change of name of the Company from ZingMobile Group Limited to "Pixie Group Limited"; the change to the nature and scale of the activities of the Company for the purposes of the ASX Listing Rules; the issue of the Consideration Shares, including for the purposes of the Company obtaining an exemption from the Singapore Securities Industry Council (SIC) and associated whitewash waiver under the Singapore Takeovers Code (see section 4.2 below); the issue of shares in the capital of the Company pursuant to the Capital Raising; and the ZMG Business Sale; (d) (e) (f) the Company preparing and lodging a Corporations Act compliant prospectus with ASX and ASIC in relation to the Capital Raising and for the purposes of satisfying ASX requirements; each Pixie Vendor, to the extent required by the ASX, entering into a binding escrow agreement in the form required by the ASX; ASX having indicated in writing that it will grant permission for the official listing of the Company on ASX and official quotation of the Company's Shares on ASX (subject only to Completion and customary pre- quotation listing conditions); and

3 (g) each Pixie Vendor's warranty given under the Share Purchase Agreement being true and correct and not misleading as at the date of the Share Purchase Agreement, the completion date of the Proposed Transaction (Completion Date) and at all times between the date of the Share Purchase Agreement and the Completion Date. 3. Overview of Pixie Group Pixie Group is a Singapore-headquartered group of companies that is principally involved in entertainment and lifestyle industry. It currently manages nightlife and clubbing outlets in Malaysia. At present, Pixie Group manages two outlets: Pixie Luxe, Kuala Lumpur - Malaysia; and Pixie Mansion, Kuala Lumpur - Malaysia. Pixie Luxe has been in operation since January last year whilst Pixie Mansion since July last year, and are operating profitably. The Pixie Group has growth plans to expand its business, post listing, by opening additional outlets in Asian countries including Singapore and Malaysia. Pixie Luxe and Pixie Mansion have an average of more than 100 customers visiting their outlets daily and their customers are mainly mid-ranged income professionals to high-end income earners. The clubs are targeted at customers in the mature age group, with the minimum entry age being 21. Pro forma historical results Pixie Group has a 31 December financial year end. The group's functional and reporting currency will be Malaysian Ringgit (MYR). The pro forma results based on combined audited results for both Pixie Subsidiaries for the Financial Year ended 31 December 2014 are: Revenue (MYR / AUD) MYR11,165,331 / A$3,910,251* Net profit after tax (MYR /AUD) MYR2,326,338 / A$814,715 (*) Both Pixie Luxe and Pixie Mansion started their operations during The 2014 figures therefore do not represent a full year of financial performance. (Exchange rate calculations for 2014 are based on 1 AUD = MYR) 2015 first quarter expected results Pixie Group's expected pro forma financial results for the 3 months ending 31 March 2015 are: revenues of MYR 3,602,624 (approximately A$1.26 million); and net profit before tax of MYR 270,929 (approximately A$94,923). (Exchange rate calculations for 2015 are based on 1 AUD = MYR )

4 4. Change to Nature and Scale - Chapter 11 of the ASX Listing Rules 4.1 ASX Listing Rule Compliance ASX will require the Company to obtain the approval of ZMG shareholders for the Proposed Transaction in accordance with Listing Rule The Company is also required to seek its shareholder approval for various other matters in respect to the Proposed Transaction, including the changing of the Company's name to "Pixie Group Limited" following completion of the Proposed Transaction. The Company expects to hold a General Meeting in August 2015, in order for ZMG shareholders to consider the Proposed Transaction and associated approvals. The Company s shares will be suspended from quotation on ASX on the date of the General Meeting (assuming the approvals are granted), and will not be reinstated to quotation until ASX approves the Company s re-compliance with Chapters 1 and 2 of the ASX Listing Rules. Re-compliance with these chapters involves, amongst other things, the following: (a) (b) (c) (d) issuing a prospectus; meeting the spread requirements, being at least between 300 to 400 holders each with a parcel of shares with a value of at least A$2,000; meeting ASX s profit test or assets test; and the Company's shares being issued for at least 2 cents in cash (subject to ASX's approval to waive the usual 20 cent rule). In the event that the Company does not receive conditional approval for re-quotation on the ASX, the change to the nature and scale of the Company s activities will not be implemented and the Company s securities may remain suspended from quotation on the ASX. 4.2 Singapore Takeovers Code Whitewash Waiver The acquisition of the Consideration Shares by the Pixie Vendors will also require a waiver from the SIC from the general offer provisions of the Singapore Takeovers Code as it will involve an acquisition of more than 30% of the Company's Shares (Whitewash Waiver). The meeting documents for such an approval require an independent financial adviser's (IFA) report. The Company will commission an IFA to prepare this report for ZMG shareholders, and will also commission reports for other aspects of the Proposed Transaction such as the proposed ZMG Business Sale to a related party. Further details will be set out in the notice of general meeting which will be prepared and released by the Company (Notice of Meeting). 5. Board of Directors It is proosed that on completion of the Proposed Transaction the current board of ZMG will be replaced. The development of Pixie Group has been spearheaded by Mr. Tin Yu Jiann and Mr. Hoo Voon Him. On completion of the Proposed Transaction both Mr Tin Yu Jiann and Mr Hoo Voon Him will be

5 appointed to the ZMG board, together with three other non-executive directors who have been instrumental to the Proposed Transaction (as detailed below). Mr. Teo Siew Kiet, who is the current Chairman and executive director of ZMG, and the ZMG independent non-executive director, have agreed they will step down from the ZMG board at this time. Background information on the proposed new Board is as follows: Mr. Hoo Voon Him incoming chairman Mr. Hoo Voon Him is one of the founders of the Pixie Group together with Mr. Tin Yu Jiann and other partner. Mr. Hoo Voon Him has more than six years of experience in managing nightlife and clubbing outlets throughout Asia. He is currently the Executive Chairman of V Capital Sdn Bhd, a corporate advisory services firm that advises clients on transactions in industries, including food and beverages, entertainment, gaming, real estate, infrastructure and technology. Mr. Hoo Voon Him holds a postgraduate law degree in banking and finance law. Mr. Tin Yu Jiann incoming executive director Mr. Tin Yu Jiann is one of the founders of Pixie Group together with Mr. Hoo Voon Him and other partner. He is also the founder of Neverland Group Singapore, a group well known for its nightlife and clubbing outlets across Singapore and Malaysia. Mr. Tin Yu Jiann has more than six years of experience in managing nightlife and clubbing outlets as part of the Neverland Group where he was responsible for overseeing the entire operations of those outlets in Singapore and Malaysia, and providing strategic direction and business development advice to the Neverland Group. He is currently the Managing Director of Neverland Group and the strategic partner to the St. James Group. He is also the member of Singapore Nightlife Business Association. Mr. Tin Yu Jiann holds a degree in Business Administration. Background information on the proposed new non-executive directors is as follows: Mr. Shensean Chen incoming non-executive director Mr. Shensean Chen is one of the partners for one of the outlet under the Pixie Group and has always been interested in the entertainment and hospitality industries. Coming from a background in law, having previously studied in Melbourne (Australia), he has worked primarily within the events sector. Mr Chen has recently begun his foray into the entertainment scene by co-owning a dance club in Kuala Lumpur in early 2014 where he has worked in various capacities in order to oversee the club s operations and finances. Mr Chen provides advisory services to the Pixie Group to assist with the strategic direction and streamlining of operations. Mr. Tan Zhi Xiong, Ian incoming non-executive director Mr. Tan Zhi Xiong, Ian has been in the Banking industry for almost 10 years. With his role as a Forex Trader, he has spent his career working in Singapore and New York. He is currently based in Singapore. Mr. Tan Zhi Xiong, Ian holds a Bachelor of Science majoring in Biochemistry and Microbiology.

6 Ms. Lay Chin Moey incoming non-executive director Ms. Lay Chin Moey provides oversight of Pixie Group s human resources functions. She was previously with Kelly Outsourcing and Consulting Group in Malaysia (Kelly OCG) for 7 years. Kelly OCG is a fortune 500 company headquartered in Troy, Michigan (USA), offering Human Resource solutions that include talent management, recruitment and outsourcing and consulting services. She has completed her Advanced Diploma in Business Administration and has attended SHRM (Society For Human Resources Management). Ms. Lay Chin Moey has also obtained the basic accreditation for Harrison Assessment. 6. Pro Forma Balance Sheet Appendix A outlines the summary pro forma balance sheet for the Company after the Proposed Transaction based on audited figures for both Pixie Group and the Company as at 31 December 2014 and taking into account: the effect of the acquisition of Pixie Group; cash transaction costs are not included in the proforma Balance Sheet. 7. Pro Forma Capital Structure The capital structures of the Company before and following the Completion of the Proposed Transaction and Capital Raising are summarised below: Type of ZMG Shareholders Existing ZMG Shareholders Before Completion Number of Shares Percentage of total Shares After Completion Number of Shares Percentage of total Shares 65,532, % 65,532, % Pixie Vendors Nil 0% 500,000, % Capital Raising* Nil 0% 133,333, % TOTAL 65,532, % 698,866, % The table above assumes that there are no securities in ZMG issued between the date of this announcement and the date of issue of the Consideration Shares other than pursuant to the Capital Raising. * Capital Raising assumes $8 million is raised at $0.06. The total amount raised could be higher than this, and the issue price may vary from $0.06 depending on market factors, in which case the indicative number of shares and percentages will change.

7 8. Indicative Timetable Event Date 1 Due Diligence and SIC approval completed by Mid July 2015 Despatch of Notice of Meeting Mid to end July 2015 Lodgement of the Prospectus with ASIC and application for relisting with ASX End of July 2015 General Meeting, and suspension of the Company's securities Mid August 2015 from trading on ASX 2 Completion of Acquisition and Capital Raising Mid to end August 2015 Expected re-quotation on ASX By end of August These dates are indicative only and may change. The Company reserves the right to vary the dates set out above subject to Corporations Act and other applicable laws. 2. In accordance with ASX requirements, Shares will be suspended from trading on ASX from the date of the General Meeting if approval is given until such time that the Company re-complies with Chapters 1 and 2 of the Listing Rules. 3. Re-quotation on ASX is at the discretion of ASX. Timing for this event is indicative only, and will depend on ASX's timing and decision making process.

8 Appendix A - Pro Forma Combined Balance Sheet As at 31 December 2014 ASSETS CURRENT ASSETS Pixie Group Audited S$ ZMG Audited S$ Pro Forma combined S$ Cash and cash equivalents 289,775 1,689,149 1,978,924 Trade and other receivables 206,046 7,942,334 8,148,380 Other assets 84,975-84,975 TOTAL CURRENT ASSETS 580,796 9,631,483 10,212,279 NON CURRENT ASSETS Fixed assets 369, , ,388 Goodwill on consolidation Other assets - 2,168,233 2,168,233 TOTAL NON CURRENT ASSETS 369,667 2,521,954 2,891,621 TOTAL ASSETS 950,463 12,153,437 13,103,900 LIABILITIES CURRENT LIABILITIES Trade and other payables 803,160 5,476,148 6,279,308 TOTAL CURRENT LIABILITIES 803,160 5,476,148 6,279,308 NON CURRENT LIABILITIES Other liabilities 16,255 2,937,068 2,953,323 TOTAL NON CURRENT LIABILITIES 16,255 2,937,068 2,953,323 TOTAL LIABILITIES 819,415 8,413,216 9,232,631 NET ASSETS 131,048 3,740,221 3,871,269 SHAREHOLDERS EQUITY Contributed equity 30,000,100 10,849,990 40,850,090 Reserves -29,869,052-7,607,554-37,476, ,048 3,242,436 3,373,484 Non-controlling Interests - 497, ,785 TOTAL SHAREHOLDERS EQUITY 131,048 3,740,221 3,871,269 (Exchange rate calculation for Pixie Audited accounts is based on SGD1 = MYR Notes: See Section 6 above for details of the transactions included in the pro forma adjustments. Pro forma adjustments do not include any other changes in financial position since 31 December 2014, such as ordinary business operational results, and do not purport to represent the actual financial position of the combined group. The pro forma balance sheet is indicative only and is not audited or reviewed, and so should be treated with caution.

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For personal use only Appendix 4E - Preliminary Final Report PIXIE GROUP LIMITED 31 December 2015 Appendix 4E Preliminary Final Report PIXIE GROUP LIMITED ARBN 126 494 880 REPORTING PERIOD: Year ended 31 December 2015 (Previous