JCURVE SOLUTIONS LTD — Capital/Financing Update 2009

Aug 30, 2009

STRATATEL LIMITED ABN 63 088 257 729

ENTITLEMENTS ISSUE PROSPECTUS

For a pro rata non‐renounceable entitlements issue of 1 New Share and 1 attaching New Option for every 5 Shares held by Eligible Shareholders at 5.00pm (WST) on 9 September 2009 at an issue price of $0.05 per New Share and 1 attaching New Option to raise approximately $1,155,793 before expenses

The Offer is fully underwritten by Max Capital Pty Ltd (AFSL: 264772). Refer to Section 9.1 for details regarding the terms of the Underwriting Agreement.

Important Notice

This is an important document which should be read in its entirety. If after reading this Prospectus, you have any questions about the securities being offered under this Prospectus or any other matter relating to an investment in the Company, then you should consult your professional adviser.

The securities offered under this Prospectus should be considered as speculative

TABLE OF CONTENTS

IMPORTANT NOTICE.......................................................................................................................................... 1	IMPORTANT NOTICE.......................................................................................................................................... 1
1.	CORPORATE DIRECTORY............................................................................................................................ 3
2.	CHAIRMAN’S LETTER ................................................................................................................................. 4
3.	TIMETABLE AND IMPORTANT DATES ........................................................................................................ 5
4.	DETAILS OF THE OFFER.............................................................................................................................. 6
5.	ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS.............................................................................. 10
6.	RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS.......................................... 13
7.	RISK FACTORS .......................................................................................................................................... 16
8.	PURPOSE AND EFFECT OF THE OFFER..................................................................................................... 20
9.	ADDITIONAL INFORMATION.................................................................................................................... 24
10.	DIRECTORS' AUTHORISATION AND CONSENT......................................................................................... 30
11.	GLOSSARY................................................................................................................................................ 31
12.	APPENDIX 1.............................................................................................................................................. 34

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Stratatel Limited – Prospectus

IMPORTANT NOTICE

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisor.

This Prospectus is dated 31 August 2009 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the securities the subject of this Prospectus. The fact that ASX may grant official quotation of the securities is not to be taken in any way as an indication of the merits of Stratatel or the Offer.

This is an important document

It is important that you carefully read this Prospectus in its entirety before deciding to invest in Stratatel and, in particular, that you consider the risk factors that could affect the financial performance of Stratatel and the value of the Shares. The risks are discussed in section 7 of this Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

Disclaimer

No person is authorised to give any information or to make any representations in connection with this Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by the Company or its Directors. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus, except as required by law and then only to the extent so required.

The Corporations Act prohibits any person passing onto another person an acceptance form unless it is attached to a hard copy of the Prospectus or accompanied by the complete and unaltered version of the Prospectus. Applicants should read this Prospectus in its entirety before completing an Acceptance Form. Any person may obtain a copy of this Prospectus free of charge by contacting the Company. The Company reserves the right not to accept an Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Acceptance Form, it was not provided together with the complete and unaltered electronic Prospectus.

Foreign jurisdictions and restrictions on the distribution of this Prospectus

The offer contained in this Prospectus is only available for acceptance by Shareholders with a registered address as at the Record Date in Australia or New Zealand. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe the requirements of these laws. Non‐ observance by such persons may violate securities laws. Any recipient of this Prospectus residing outside Australia and New Zealand should consult their professional advisors on requisite formalities. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such offer.

The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand,

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Stratatel Limited – Prospectus

this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made. There are differences in how securities are regulated under Australian law. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the securities is Australian dollars not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between the Australian dollar and New Zealand dollar. These changes may be significant. Any amounts paid in respect to you securities will be paid in Australian dollars. You may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As noted in the Prospectus at Section 4.12, the Company will apply to the ASX for quotation of the New Securities offered under this Prospectus. If quotation is granted, the New Securities offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

The Offer has not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and is not being made in the United States or to any person resident in the United States. Without limitation, neither this Prospectus nor the accompanying Acceptance Form may be sent to investors in the United States or otherwise distributed in the United States.

This Prospectus complies with Australian disclosure requirements. These disclosure requirements may be different from those applicable in other jurisdictions. The financial information included in this Prospectus was prepared with a view towards compliance with Australian practice and not that of any other jurisdiction.

Defined terms and abbreviations

Terms and abbreviations used in this Prospectus are defined in section 11 of this Prospectus.

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Stratatel Limited – Prospectus

1. CORPORATE DIRECTORY

BOARD OF DIRECTORS

Mr Ian Macliver (Chairman) Mr Michael Fairclough (Managing Director) Mr Graham Baillie (Non‐Executive Director) Mr Geoffrey Lambert (Non‐Executive Director)

CHIEF FINANCIAL OFFICER Mr James Butchers

COMPANY SECRETARY Ms Emma McCormack

REGISTERED OFFICE Level 1, 1254 Hay Street West Perth WA 6005 Tel: (08) 9224 0818 Fax: (08) 9224 0895

PRINCIPAL PLACE OF BUSINESS

Level 4, 22 Atchison Street St Leonards NSW 2065 Tel: (02) 9467 9200 Fax: (02) 9467 9201

WEBSITE

www.stratatel.com.au

ASX CODE

STE

CORPORATE ADVISOR

Grange Consulting Group Pty Ltd 945 Wellington Street West Perth WA 6005

UNDERWRITER

Max Capital Pty Ltd 945 Wellington Street West Perth WA 6005

SOLICITORS Steinepreis Paganin Level 4 16 Milligan St Perth WA 6000

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2/ 45 St Georges Tce Perth WA 6000 Tel: 1300 557 010 Fax: (08) 9323 2033

Mail Acceptance Forms to: Computershare Investor Services Pty Limited Locked Bag 2508 Perth Western Australia 6001 Australia Tel: 1300 557 010 Fax: (08) 9323 2033

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2. CHAIRMAN’S LETTER

31 August 2009

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a 1 for 5 pro rata non‐ renounceable entitlements issue for New Shares with one attaching New Option for each New Share issued. The entitlements issue is fully underwritten by Max Capital Pty Ltd.

Each New Share will be issued at an issue price of $0.05 per New Share with one attaching New Option. Each New Option is exercisable at $0.10 on or before 5.00pm (WST) on 30 September 2011.

All Shareholders with a registered address in Australia or New Zealand at 5.00 (WST) on 9 September 2009 will be entitled to participate in the non‐renounceable entitlement issue offered under this Prospectus.

The Closing Date for acceptances is 5.00pm (WST) on 2 October 2009.

The Company will seek quotation of the New Shares and New Options on ASX within seven (7) days of the date of this Prospectus.

The Board recommends all Shareholders take up their Entitlements and advises that each of the Directors will take up their full Entitlements. Three of the Directors have also agreed to partially sub‐ underwrite the Offer, subject to the Company obtaining Shareholder approval for the sub‐ underwriting. This approval will be sought at a general meeting to be held on or about 2 October 2009.

Funds raised from the Offer will be used to execute major sales and marketing initiatives to accelerate revenue growth by the Company. One of the key focuses of Stratatel’s marketing drive will be the growth of the newly acquired Resource Systems business which is a long standing and well regarded IBM business partner in Western Australia. Stratatel plans to launch a national campaign to existing and new Stratatel customers for the provision of IBM software and IT services. This will involve hiring additional sales people dedicated to the sale of IBM software and Stratatel IT services as well as additional marketing and IT consulting staff.

The Directors have determined to pay a final unfranked dividend of 0.25 cents for the year ending 30 June 2009 to Shareholders registered as at 9 September 2009. Shareholders should note that the New Shares do not carry an entitlement to this dividend as it will only be paid in respect of Shares on issue as at 9 September 2009.

The Board takes this opportunity to thank all Shareholders for their support and looks forward to your continued support in the future.

Yours faithfully

Ian Macliver Chairman

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3. TIMETABLE AND IMPORTANT DATES

Event	Date
Prospectus lodged with ASIC and ASX	31 August 2009
‘Ex’ Entitlement Date1 (date from which Shares commence trading without the Entitlement to participate in the Offer) ‘Ex’ Dividend Date (date from which Shares commence trading without the entitlement to participate in the Declared Dividend)	3 September 2009
Record Date for determining Entitlements1 Record Date for determiningDividend Entitlement2	9 September 2009
Dispatch of Prospectus to Shareholders	11 September 2009
ClosingDate3	2 October 2009
Shareholder Meeting	2 October 2009
Dispatch of HoldingStatements	7 October 2009
Payment of Declared Dividend or issue of Shares pursuant to the Company’s Dividend Reinvestment Plan	15 October 2009

These dates are indicative only and may, subject to the requirements of the Listing Rules and the Corporations Act, be changed without notice.

1. Shareholders should consult their brokers or professional advisors in regards to the definition of ‘Ex’ Date and Record Date to ensure that their entitlement to participate in the Offer is assured.

2. Only Shareholders whose details appear on the Company’s share register at the Record Date will be entitled to receive the Declared Dividend. New Shares and attaching New Options carry no entitlement to participate in the Declared Dividend.

3. The Directors reserve the right to vary the Closing Date, which may have a consequential effect on other dates. The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such, the date the New Shares are expected to commence trading on ASX may vary.

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4. DETAILS OF THE OFFER

4.1 Purpose of the Offer

The Offer is being undertaken to reward Shareholders for their ongoing support of the Company. The funds raised by the Offer of approximately $1,155,793 (before issue costs) will be applied towards the execution of major sales and marketing initiatives to accelerate revenue growth by the Company, for working capital and meeting the expenses associated with the Offer.

4.2 Details of the Offer

The Company offers for subscription approximately 23,115,861 New Shares each with one attaching New Option per New Share subscribed for under this Prospectus. The New Shares are being offered on the basis of one (1) New Share for every five (5) Shares held on the Record Date.

As at the date of this Prospectus the Company has on issue 115,579,309 Shares. Option holders who exercise their Options after the date of this Prospectus but prior to the Record Date are also entitled to participate in the Offer.

Each New Share (with an attaching New Option) is offered for subscription at an issue price of $0.05 payable in full on application.

The New Shares (and attaching New Options) will not carry any entitlement to participate in the final unfranked dividend for the year ended 30 June 2009 of 0.25 cents per Share.

4.3 Entitlement and Acceptance

The number of New Shares (with attaching New Options) to which each Shareholder is entitled is shown on the enclosed Acceptance Form.

The entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Acceptance Form accompanying this Prospectus. Where the determination of your Entitlement results in a fraction of a New Share, that fraction has been rounded up to the nearest whole New Share (with attaching New Option).

Eligible Shareholders may take any of the following actions:

• (a) take up all your Entitlement;

• (b) take up all your Entitlement and apply for New Shares and New Options in excess of your Entitlement ( Additional New Securities );

• (c) take up some of your Entitlement and allow some of your Entitlement to lapse; or

• (d) do nothing and allow all your Entitlement to lapse.

A completed and lodged Acceptance Form, together with payment for the number of New Shares (and attaching New Options) accepted, cannot be withdrawn and constitutes a binding application for, and acceptance of, the number of New Shares (and attaching New Options) specified in the Acceptance Form on the terms set out in this Prospectus. The Acceptance Form does not need to be signed to be binding.

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Further details in respect to actions required by Eligible Shareholders are outlined in section 5.

4.4 Non‐Renounceable Issue

The offer for New Shares and New Options pursuant to this Prospectus is non‐renounceable. This means Shareholders cannot sell or otherwise transfer their Entitlements. Shareholders who do not accept their Entitlement will receive no benefit.

4.5 Terms and Conditions of New Shares and New Options

The New Shares are fully paid ordinary shares and rank equally in all respects with Shares currently on issue.

Each New Option issued will give the holder the right to subscribe for one Share at an exercise price of $0.10 per Share at any time up to 5.00pm (WST) on 30 September 2011. The exercise price of the New Options and the number of Shares issued on exercise of the New Options may be adjusted in accordance with the terms and conditions of the New Options.

Further details in regard to the terms and conditions of the New Shares and the New Options are set out in Section 6 of this Prospectus.

4.6 No Minimum Subscription

There is no minimum subscription for the Offer.

4.7 Oversubscriptions

Oversubscriptions will not be accepted.

4.8 Underwriting

The Entitlement Issue is fully underwritten by Max Capital Pty Ltd ( Underwriter ). Refer to Section 9.1 for the material terms of the Underwriting Agreement.

4.9 Shortfall

The offer of the Shortfall is a separate offer pursuant to this Prospectus. The Directors reserve the right pursuant to Listing Rule 7.2 (exception 3) to allot and issue any Shortfall to parties selected by them. As disclosed elsewhere in this Prospectus, the Offer is fully sub‐underwritten and the Directors in consultation with the Underwriter may place the Shortfall with Eligible Shareholders or other investors or the sub‐underwriters as they deem appropriate in their absolute discretion, on the basis of the available Shortfall and number of shortfall applications received. Eligible Shareholders may apply for Shortfall by applying for New Shares (and attaching New Options) in excess of their Entitlement as outlined in Section 5.5. There is no guarantee that Eligible Shareholders that subscribe for Additional New Securities will be allocated these securities. All Shortfall will be placed within 3 months of the Closing Date and will be issued on the same terms as are being offered to Eligible Shareholders pursuant to this Prospectus.

4.10 Allocation and Allotment of New Shares and New Options

The Offer pursuant to this Prospectus may be accepted in whole or in part.

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Subject to ASX granting approval for quotation of the New Shares and the New Options, the allotment of the New Shares and New Options will occur as soon as practicable after the Offer closes. All New Options will be granted on the terms and conditions outlined in Section 6.2. Statements of Shareholdings and Optionholdings will be dispatched as required by ASX.

4.11 Application Monies to be Held in Trust

The Application Monies for the New Shares and New Options to be issued pursuant to the Offer will be held in a separate bank account by the Company’s share registry on behalf of applicants until the New Shares and New Options are allotted. The Company will be entitled to retain any interest that accrues on this bank account.

4.12 Quotation of New Shares and New Options

The Company will apply to ASX for quotation of the New Shares and New Options within seven days after the date of this Prospectus. If an application for quotation of New Shares is not made within seven days after the date of this Prospectus, or ASX does not grant permission for official quotation of the New Shares and New Options within three months after the date of this Prospectus, applications will be dealt with in accordance with section 724 of the Corporations Act. No interest will be paid on any returned Application Money.

The fact that ASX may grant official quotation to the New Shares and the New Options is not to be taken in any way as an indication of the merits of the Company or the New Securities now offered for subscription.

4.13 CHESS and Issuer Sponsorship

The Company operates an electronic CHESS sub‐register and electronic issuer sponsored sub‐ register. These two sub‐registers make up the Company’s register of shares. The Company will not issue certificates to New Shareholders, rather, holding statements (similar to bank statements) will be dispatched to New Shareholders as soon as practicable after allotment. The statements will set out the number of New Securities allotted under the Prospectus and provide details of a Shareholder’s Holder Identification Number (HIN) (for New Shareholders who elect to hold New Securities on the CHESS sub‐register) or Security Reference Number (SRN) (for New Shareholders who elect to hold their New Securities on the issuer sponsored sub‐register).

4.14 Risks

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 7 of this Prospectus. The New Shares and New Options on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

Investors are directed to Section 7 of this Prospectus which sets out certain key risks associated with making an investment in the Company.

4.15 Shareholders Outside Australia and New Zealand

The Company is of the view that it is unreasonable to make an offer under this Prospectus to certain Shareholders with an address in the Company’s register of Shareholders which is outside of Australia and New Zealand, having regard to the number of Shareholders with a registered address outside of

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Stratatel Limited – Prospectus

Australia and New Zealand and cost of complying with legal and regulatory requirements outside Australia and New Zealand.

This Prospectus does not, and is not intended to, constitute an offer of New Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

No action has been taken to register or qualify the New Shares or New Options, or otherwise to permit an offering of the New Shares, outside of Australia and New Zealand. The New Shares may not be offered in a jurisdiction outside Australia and New Zealand where such offer is not made in accordance with the laws of that place. The distribution of this Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

4.16 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the New Shares and New Options. Taxations consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the New Shares and New Options in the Company or dealing with an Entitlement under this Offer.

4.17 Rights and liabilities attaching to the New Shares and New Options

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

Any questions concerning the Offer should be directed to the Company Secretary, Ms Emma McCormack, on (08) 9322 7600.

Any questions relating to the completion of the Acceptance Forms can be directed to the Company’s Share Registry, Computershare Investor Services Pty Limited on 1300 556 161.

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Stratatel Limited – Prospectus

5. ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS

5.1 What you may do – choices available

Eligible Shareholders may take any of the following actions:

• (a) take up all your Entitlement (see section 5.4 below);

• (b) take up all your Entitlement and apply for Additional New Securities (see section 5.5 below);

• (c) take up some of your Entitlement and allow the balance of your Entitlement to lapse (see section 5.6 below); or

• (d) do nothing and allow all your Entitlement to lapse.

An application for New Shares (with attaching new Options) in response to this Offer may only be made on the Acceptance Form that accompanies this Prospectus.

Instructions as to how to complete the Acceptance Form are include on the reverse of the Acceptance Form. Applications that are not made on an Acceptance Form will not be accepted by the Company.

5.2 Payment methods

The issue price of $0.05 per New Share (and attaching New Options) is payable in full on application.

(a) Payment by cheque, bank cheque or bank draft

If you are paying for your New Shares and attaching New Options by cheque, bank cheque or bank draft, complete and return the Acceptance Form with your payment. The Share Registry must receive your completed Acceptance Form together with full payment for the number of New Shares for which you are applying by no later than 5:00pm (WST) on the Closing Date.

Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on an Australian branch of an Australian financial institution. Your payment must be for the full amount required to pay for the New Shares applied for. Payments in cash will not be accepted.

Cheques must be made payable to “Stratatel Limited – Entitlement Issue Account” and crossed “Not Negotiable”. You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be presented for payment on receipt. If your bank dishonours your cheque your Application will be rejected. The Company will not represent any dishonoured cheques.

(b) Payment by BPAY[®]

If you are paying for your New Shares and attaching New Options by Bpay, refer to your personalised instructions on your Acceptance Form. You DO NOT need to complete or return the Acceptance Form. However, payment must be received by no later than 4.00pm (WST) on the Closing Date. Make sure you use the specific Biller Code and unique Customer Reference Number (CRN) on your personalised Acceptance Form.

® Registered to BPAY Pty Ltd ABN 69 079 137 518

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If you have more than one shareholding of Shares and consequently receive more than one Acceptance Form, when taking up your Entitlement in respect of one of those shareholdings only use the CRN specific to that Shareholding as set out in the applicable Acceptance Form. DO NOT use the same CRN for more than one of your Shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your shareholdings (with the result that any application in respect of your remaining shareholdings will not be recognised as valid).

You should be aware that your own financial institution may implement earlier cut‐off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through Bpay are received by the Share Registry’s bank account by 4:00pm (WST) on the Closing Date.

5.3 Lodgement methods

If you are making payment by cheque you must deliver your Acceptance Form, together with a cheque, bank cheque or bank draft, by post or by hand (during normal business hours) to the Share Registry, to be received by no later than 5:00pm on the Closing Date at the following addresses:

Registry, to be received by no later than 5:00pm	on the Closing Date at the following addresses:
By hand delivery to:	By Mail to:
Computershare Investor Services Pty Limited	Stratatel Limited
Level 2, 45 St Georges Terrace	Computershare Investor Services Pty Limited
Perth WA 6000	Locked Bag 2508
	Perth WA 6001

Within Australia only, you can use the reply‐paid envelope which will be enclosed with your Acceptance Form. If mailed outside Australia, correct postage must be affixed.

Completed Acceptance Forms and Application Monies will not be accepted if sent to the Company’s registered office or to another share registry office.

Eligible Shareholders outside Australia should mail their Acceptance Form and payment early to ensure that it is received at the address set out above by no later than 5:00pm (WST) on the Closing Date.

5.4 If you want to take up all of your Entitlement

If you want to take up all of your Entitlement and you are paying by cheque, complete the Acceptance Form in accordance with the instructions on that form, and lodge the completed form together with a cheque as instructed above in sections 5.2(a) and 5.3 above.

If you want to take up all of your Entitlement and you are paying by Bpay, follow the instructions above in section 5.2(b) above.

5.5 It you want to take up all your Entitlement and apply for Additional New Securities

Subject to the Corporations Act (as modified by ASIC Class Order 08/35) and the requirements of the Listing Rules, the Directors have reserved the right to place, at their discretion, some or all of the Shortfall arising from Eligible Shareholders applying for less than their Entitlement under the Offer. The Directors may place the Shortfall with Eligible Shareholders or other investors.

Eligible Shareholders may apply for Additional New Securities provided that they take up their full Entitlement indicated on the Acceptance Form. The Directors in consultation with the Underwriter reserve the right to allocate the Shortfall as they deem appropriate in their absolute discretion.

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Stratatel Limited – Prospectus

There is no guarantee that Eligible Shareholders who subscribe for Additional New Securities will be allocated these securities. The decision by the Directors on the number of Additional New Securities (if any) to be allocated to each Applicant will be final.

If you want to take up all your Entitlement and apply for Additional New Securities and you are paying by cheque, complete the Acceptance Form in accordance with the instructions on that form, and lodge the completed form together with a cheque as instructed in sections 5.2(a) and 5.3 above.

If you want to take up all of your Entitlement and you are paying by BPAY, follow the instructions in section 5.2(b) above.

If you do not receive the full number of Additional New Securities for which you applied, any surplus application money received will be returned in full (without interest) as soon as practicable after the closing of the Offer.

5.6 If you want to take up some of your Entitlement and allow some of your Entitlement to lapse

If you want to take up some but not all of your Entitlement and wish to allow the balance of those New Securities you do not want to take up to lapse, you should:

• (a) if you are paying by cheque, complete the Acceptance Form in accordance with the instructions on that form, specifying the number of New Shares you want to subscribe for, and lodge the completed form together with a cheque as instructed in sections 5.2(a) and 5.3 above;

• (b) if you are paying by BPAY, follow the instructions in section 5.2(b) above; and

• (c) in relation to the balance of Entitlement that you do not wish to take up, your entitlement to those New Securities will lapse and those New Securities will be made available to other Eligible Shareholders to take up through the offer for Shortfall or will revert to the Underwriter.

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6. RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS

6.1 Terms and Conditions of Shares

All Shares issued under this Prospectus will, from the time they are issued, rank equally in all respects with the Company’s existing Shares.

The rights and liabilities attaching to Shares in the Company are:

• set out in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

(a) Voting Rights

Subject to any restriction on voting imposed by the ASX Listing Rules or any restriction agreement entered into between the Company and a Shareholder, every Shareholder present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a show of hands and one vote on a poll for every Share held. A poll may be demanded by the Chairman of the meeting, by at least 5 Shareholders present in person or by proxy, attorney or representative having the right to vote at the meeting, by a Shareholder or Shareholders who together hold at least 5 percent of the votes that may be cast on the resolution on a poll, or who together hold voting shares paid up to a value of not less then 5 percent of the total sum paid up on all voting Shares. A person who holds a share which is not fully paid is entitled to a fraction of a vote equal to the amount paid up divided by the issue price of the share.

(b) General Meetings

Each Shareholder will be entitled to receive notice of, and except in certain circumstances to attend and vote at, general meetings for the Company and to receive all notices, accounts and other documents required to be furnished to members under the Constitution, the Corporations Act and ASX Listing Rules.

(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 any special rights or restrictions attaching to a class of shares in the Company created under any arrangement as to dividend) 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. A determination by the Directors as to the amount of profits available for dividend shall be conclusive. No dividend shall carry interest as against Stratatel. The Directors may set aside out of the profits of Stratatel 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 Stratatel may be properly applied.

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Stratatel Limited – Prospectus

(d) Transfer of Shares

A Shareholder may transfer Shares by a proper transfer effected in accordance with any computerised or electronic system established or recognised by the ASX or the Corporations Act for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Board. The Board may refuse to register a transfer of Shares where the refusal to register the transfer is permitted under the Constitution and the ASX Listing Rules.

(e) Changes in Capital

The Directors may (subject to the restrictions imposed by the Constitution, ASX Listing Rules or the Corporations Act) issue further shares or options to acquire shares on such terms and conditions as they see fit.

(f) Variation of Rights

If at any time the share capital is divided into different classes of Shares, the rights attached to any class may be varied or cancelled with the consent of at least 75% of the votes of holders of shares in that class entitled to vote, unless otherwise provided by the Constitution or the terms of the shares of that class.

(g) Rights on Winding Up

Subject to any special or preferential rights attaching to any class or classes of shares in the Company, on a winding up of the Company a liquidator may, with the authority of a special resolution of the Shareholders, divide among the Shareholders in kind the whole or any part of the property of the Company in proportion to the Shares held by them respectively. The liquidator may for that purpose set the value he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders. The liquidator may, with the sanction of a special resolution of the Shareholders, vest the whole or any part of the assets in trust for the benefit of Shareholders 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.

(h) Directors

The Board may decide the number of Directors but that number must be at least 3 Directors and not more than 10 Directors. A Director need not be a member of the Company.

(i) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by 75% of the votes cast by Shareholders entitled to vote on the resolution at the general meeting of the Company.

(j) ASX Listing Rules

Notwithstanding anything in the Constitution, if the ASX Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the ASX Listing Rules require to be done. If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the ASX Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the ASX Listing Rules require the Constitution not to contain a provision and it contains such a

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Stratatel Limited – Prospectus

provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is inconsistent with the ASX Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

6.2 Terms and Conditions of New Options

The terms and conditions of the New Options are as follows:

• (a) each New Option entitles the holder, when exercised, to one (1) Share in the issued capital of the Company;

• (b) a holding statement will be issued for the New Options;

• (c) the Company will make an application to ASX for official quotation of the New Options;

• (d) the exercise price of the New Options is $0.10 per New Option;

• (e) the New Options will expire on 30 September 2011 (5pm WST);

• (f) the New Options are transferable subject to the Corporations Act, ASX Listing Rules, the constitution of the Company and any other applicable laws;

• (g) the New Options are exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the option holder to exercise a specified number of New Options together with a cheque or electronic funds transfer for the exercise price for the number of New Options being exercised. The exercise of only a portion of the Option held does not affect the holder’s right to exercise the balance of any New Options remaining;

• (h) all Shares issued upon exercise of the New Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the New Options within the timeframe prescribed by the ASX Listing Rules;

• (i) there are no participating rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the New Options. However, the Company will ensure that, for the purpose of determining entitlements to any issue, Option holders will be notified of the proposed issue at least seven (7) business days before the record date of any proposed issue. This will give the Option holders the opportunity to exercise the New Options prior to the date for determining entitlements to participate in any such issue;

• (j) in the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry date of the New Options, all rights of the New Option holder will be varied in accordance with the ASX Listing Rules; and

• (k) in the event of a pro rata issue or bonus issue of securities by the Company, the exercise price and the number of underlying securities over which the New Options may be exercised (as applicable) will be varied in accordance with ASX Listing Rule 6.22.

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7. RISK FACTORS

7.1 Risks Associated with Investment

An investment in the Company is not risk free and investors should consider the risk factors described below, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for New Securities.

Prospective investors should be aware that the market price of the New Shares and attaching New Options following official quotation may be influenced by many unpredictable factors and that subscribing for New Shares and New Options involves various risks. The value of the Company’s securities on the ASX may rise and fall depending on a range of factors, some of which are beyond the control of the Company.

The New Shares and New Options being offered under this Prospectus are considered speculative due to the nature of the Company’s operations. This Prospectus carries no guarantee with respect to the return of capital or price at which the New Shares or New Options will trade.

The factors detailed below should be considered by any potential investors; however, this is by no means an exhaustive list of the risks that may affect the Company.

7.2 Technology

The inability of the Company to respond to technological changes in a timely manner may have an adverse effect on the revenues and earnings of the Company. Furthermore the requirement to change the Company’s systems in line with technological advances may have unforeseen and perhaps significant expenditure requirements.

The Directors believe that the Company is in a position to keep itself abreast of the major technological developments. However, it is difficult to predict which of these developments will have a major impact on the market. The Company has to decide and direct its resources accordingly. Some decisions with respect to the perceived significance of a new technology and its relevance to the market may be incorrect. If the Company does not direct its resources accordingly, the ability of the Company to compete in the future will be adversely affected.

The Company has procedures in place to ensure that all its IT solutions meet technical and operating specifications. A failure of one of the Company’s products to meet its technical and/or operating specifications resulting in the product failing to appropriately monitor client assets and expenses could result in customer dissatisfaction, loss of revenues and potential litigation

Additionally, the Company’s products rely on technology infrastructure of the network provider and internet service provider. If this infrastructure, being out of the control of the Company, is not maintained or upgraded as required the Company’s solution may be deemed faulty potentially resulting in dissatisfaction and loss of customers.

7.3 Intellectual Property

The industry in which the Company operates is characterised by rapidly changing technology, evolving industry standards and frequent new products. Accordingly the Company is endeavoring to protect all its intellectual property but may, from time to time, face challenges to its intellectual property rights which may in turn, adversely impact upon the Company’s financial performance.

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7.4 Reliance on Key Personnel

The Company’s prospects in part depend on the ability of its executive officers and senior management to operate effectively, both independently and as a group. To manage its growth, Stratatel must attract and retain additional highly qualified management, technical, sales and marketing personnel and continue to implement and improve operational, financial and management information systems. Appropriately qualified and trained senior management are also important to ensure appropriate levels of client service are maintained.

The loss of the services of certain management and technical personnel in the future would have an adverse effect on the financial performance of the Company and its operations. The inability to recruit and develop key employees would also have a negative impact on existing operations and future growth prospects of the Company.

While the Company has put in place employment agreements with its key employees, there is no guarantee that those key employees will remain with the Company.

7.5 Competition

The Company’s performance may be affected by the level of competition in the regions and sectors in which it operates. In the event that alternative competitive systems are developed and introduced to the market, the Company’s projected results may be adversely impacted by way of rendering costly research and development obsolete, decreasing the financial value of the products or research projects and reducing pricing and profit margins. There can be no assurance that Stratatel will always be able to compete effectively with other IT solutions businesses.

7.6 Company Growth and Acquisition Risk

The Company is seeking to grow its business both organically and through acquisitions. Stratatel recently acquired the business assets of Resource Systems Pty Ltd ( Resource Systems ), a leading IBM business partner in Western Australia and is proposing to undertake a major sales and marketing drive to grow this business. Stratatel also intends to leverage the Resource Systems IBM “business partner” certification to grow the business nationally. Stratatel is currently implementing procedures to ensure it will be re‐certified as an IBM business partner. The recertification is an ongoing process and there can be no assurance that all of the certifications will be obtained. Failure to obtain IBM business partner certifications may adversely impact the growth of the Resource Systems business.

Stratatel also intends to take advantage of potential synergies and cross marketing initiatives between the Company’s existing expense management division and Resource System’s business. There is a risk that these synergies may not eventuate and/or the expected growth from the Resource Systems business will be less pronounced that expected.

7.7 Significant Contracts

The Company has significant revenue generating alliance agreements with Optus Mobile Pty Ltd, Telstra Business Systems Pty Ltd and NEC Business Solutions Ltd. The Company has strong relationships with each of its alliance partners and service mutual customers through these agreements. Whilst the Company considers it unlikely to occur, in the event that one of these alliance agreements were terminated or not renewed it may have an adverse impact on the Company’s revenues and financial performance.

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7.8 Future Capital Needs

The future capital requirements of the Company will depend on many factors. The Directors expect that the Company will have sufficient capital resources to enable it to meet its current business objectives in the short term. Further funding may however be required to support future activities. There can be no assurance that, if required, the Company will be able to raise additional finance on favourable terms. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of opportunities or otherwise respond to competitive pressures.

Any additional equity raising may dilute interests of Shareholders and any debt financing, if available, may involve financial covenants which limit the Company’s operations. An inability to obtain finance will adversely affect the business and financial conditions of the Company and consequently its performance.

7.9 Insurance

Stratatel maintains adequate insurance over its operations within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. However, the Company may not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

7.10 Entitlement Issue Risk

Existing Shareholder’s interests will be diluted if they do not take up their Entitlements.

7.11 Changes to Laws and Regulations

The introduction of new policies, legislation or amendments to existing policies or legislation by governments or the interpretation of those laws could adversely affect the assets, operations and ultimately the financial performance of the Company.

7.12 General Economic Climate

General economic conditions in Australia and globally will have an impact on the operations of the Company and its share price performance. Factors such as inflation, currency fluctuations, interest rates, supply and demand of capital, industrial disruption, government policy and legislation have an impact on customer demand, operating costs, and stock market prices.

Stratatel’s Share price, operations, business and profitability can be affected by these factors, which are beyond the control of Stratatel and its Directors.

7.13 Share Market

There are general risks associated with any investment and the share market. The price of Shares may rise and fall depending on a range of factors beyond the Company’s control and which are unrelated to the Company’s financial performance. These factors may include movements on international share markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.

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7.14 Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, loss of service of key management or operational personnel, non‐insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

The above risks should not be taken as exhaustive of the risks associated with an investment in Shares.

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8. PURPOSE AND EFFECT OF THE OFFER

8.1 Purpose of the Offer and Use of Funds

The purpose of the Offer is to raise approximately $1.15 million (before expenses of the Offer).

The Company intends to use the funds raised from the Offer broadly as follows:

Use of funds	Subscription
Stratatel Resource sales and marketinginitiatives	$806,000
Workingcapital	$206,793
Cash costs of the Offer	$143,000
Total funds	$1,155,793

Given the inherent uncertainties associated with marketing and sales initiatives, programs and budgets may be refined or altered to accommodate the results of marketing activities as they come to hand. The expenditure shown above may be subject to change and will be contingent upon circumstances, results and other opportunities. Expenditure may be reallocated amongst existing or new projects or to general working capital.

8.2 Capital Structure

The effect of the Offer on the capital structure of the Company is outlined in the table below. This assumes that all of the New Shares and New Options offered under this Prospectus are issued and that none of the existing options on issue are exercised prior to the Record Date.

	Shares	Options
ExistingSecurities	115,579,3091	4,500,0002
New Securities to be issued	23,115,861	23,115,8613
Total Securities on issue following the offer	138,695,170	27,615,861
Notes: 1. This includes 503,555 Shares held by employees which are currently not transferable. 2. The existing Options on issue are unlisted and comprise: ‐ 1,200,000 employee options ($0.10; 30/11/2011); ‐ 1,000,000 employee options ($0.10; 15/01/2011); ‐ 1,000,000 employee options ($0.12; 25/05/2011); ‐ 300,000 employee options ($0.15; 24/06/2013); ‐ 500,000 employee options ($0.10; 24/06/2013); and ‐ 300,000 employee options ($0.15; 17/10/2013). 3. The Companywill applyfor the New Options($0.10, 30/09/2011)to be listed.

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8.3 Pro Forma Balance Sheet

Set out below is a pro‐forma consolidated balance sheet of the Company on successful completion of the Offer. It is has been prepared based on the Company’s audited consolidated balance sheet as at 30 June 2009 and on the assumption that the following proposed transactions had occurred as at 30 June 2009

• (a) The issue of 23,115,861 New Shares and 23,115,861 attaching New Options at $0.05 per New Share thereby raising $1,115,793; and

• (b) The payment of expenses associated with the preparation of the Prospectus, underwriting of the Offer and listing of the New Shares and New Options on ASX amounting to approximately $130,000 (excluding GST), being charged against issued capital.

Assets Current Assets Cash and cash equivalents Trade and other receivables Inventory Other current assets Total Current Assets Non‐Current Assets Property, plant and equipment Development Intangible assets Investments in subsidiaries Other receivables Other financial assets Deferred tax asset Total Non‐Current Assets Total Assets Liabilities Current Liabilities Trade and other payables Current tax liabilities Total Current Liabilities Non‐Current Liabilities Provisions Total Non‐Current Liabilities Total Liabilities Net Assets	Audited Pro‐forma unaudited 30 June 2009 30 June 2009 Notes Effect of Offer Pro‐forma $ $ $ $
	1,300,359 (a) 1,012,793 2,313,152 1,310,689 ‐ 1,310,689 50,180 ‐ 50,180 54,285 ‐ 54,285
	2,715,513 1,012,793 3,728,306
	227,601 ‐ 227,601 2,097,445 ‐ 2,097,445 4,123,785 ‐ 4,123,785 ‐ ‐ ‐ 28,118 (b) 13,000 41,118 105,639 ‐ 105,639 345,487 ‐ 345,487
	6,928,075 13,000 6,941,075
	9,643,588 1,025,793 10,669,381
	1,993,248 ‐ 1,993,248 70,606 ‐ 70,606
	2,063,854 ‐ 2,063,854
	65,233 ‐ 65,233
	65,233 ‐ 65,233
	2,129,087 ‐ 2,129,087
	7,514,501 1,025,793 8,540,294

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Equity Issued capital Reserves Accumulated losses Total Equity	8,568,924 (c) 1,025,793 9,594,717 111,164 ‐ 111,164 (1,165,587) ‐ (1,165,587)
	7,514,501 1,025,793 8,540,294

The pro‐forma balance sheet has been prepared in accordance with the accounting policies and assumptions disclosed in the Company’s 30 June 2009 annual report.

Notes

(a) Cash and cash equivalents

Audited balance as at 30 June 2009 Proceeds from New Shares issued under this Prospectus Share issue costs paid Pro‐forma balance as at 30 June 2009 (b) Other receivables Audited balance as at 30 June 2009 GST receivable on shares issue costs Pro‐forma balance as at 30 June 2009 (c) Issued Capital Audited balance as at 30 June 2009 Issue of 23,115,815 New Shares pursuant to this Prospectus Share issue costs (excluding GST) Pro‐forma balance as at 30 June 2009	$1,300,359 $1,155,793 ($143,000)
	$2,313,152
	$28,118 $13,000
	$41,118
	$8,568,924 $1,155,793 ($130,000)
	$9,594,717

8.4 Historical financial information

The complete annual financial report for the year ended 30 June 2009, including the Income Statements, Balance Sheets, Statements of Cash flows, Directors’ Report, Auditor’s Independence Declaration, notes to the financial statements including accounting policies adopted, Directors’ Declaration and Independent Auditor’s Report, is available on Stratatel’s website (www.stratatel.com.au). Investors can obtain a free paper copy of the complete annual financial report for the year ended 30 June 2009 from the Company Secretary, during the Offer Period on (08) 9322 7600.

8.5 Effect of the Offer and the Underwriting on the control of the Company

The Offer is fully underwritten by Max Capital pursuant to an Underwriting Agreement between the Company and Max Capital. Max Capital is an entity controlled by Mr Ian Macliver, a Director of the Company. The Directors (other than Ian Macliver) are of the view that the Underwriting Agreement is on commercial arms length terms. The Directors consider that, having regard to all available alternatives, entering into the Underwriting Agreement with Max Capital provides the Company with the highest degree of certainty that the Offer will be successful, in the time available and in what has been, and continues to be, a volatile and difficult share market and general finance market.

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Max Capital does not hold any securities in the Company. Max Capital has advised the Company that it has entered into general sub‐underwriting agreements for the entire Shortfall and will not therefore be subscribing for any of the Shortfall on its own account.

All of the Directors have agreed to take up their full Entitlement under the Offers. Messrs Michael Fairclough, Graham Baillie and Ian Macliver have also agreed to subscribe for additional Sub‐ underwriting Shares in the event of a Shortfall subject to the Company obtaining Shareholder approval for the issue of the Sub‐underwriting Shares. No sub‐underwriting fees will be paid to the Directors in respect of either their commitment to take up their full entitlement or to subscribe for additional Sub‐underwriting Shares.

Outlined below is a summary of the maximum increase in the Directors’ relevant interest in the capital of the Company in the event that no Shareholders other than the Directors take up their Entitlements and the Sub‐underwriting Directors are issued the maximum number of Sub‐ underwriting Shares pursuant to their general sub‐underwriting agreements.

	Current Shareholding	Current Shareholding	New Shares issued pursuant to the:	New Shares issued pursuant to the:	Maximum Shareholding Post Offer	Maximum Shareholding Post Offer
	Number	%1	Entitlement2	Sub‐Underwriting2,3	Number	%1
Ian Macliver	2,500,000	2.16%	500,000	500,000	3,500,000	3.03%
Michael Fairclough4	10,235,516	8.85%	2,047,104	1,000,000	13,282,620	9.58%
Graham Baillie	5,089,460	4.40%	1,017,892	1,000,000	7,107,352	5.12%
GeoffreyLambert	2,000,000	1.73%	400,000	‐	2,400,000	1.73%
Notes: 1. The % interest outlined in the table assumes that none of the existing options on issue are exercised prior to the Record Date. 2. One attaching New Option will also be issued for every New Share and Sub‐underwriting Share issued. 3. The Company is seeking Shareholder approval for the issue of the Sub‐underwriting Shares to Sub‐underwriting Directors at a general meeting scheduled to be held on or about 2 October 2009. 4. Mr Fairclough also holds 1,000,000 Unlisted Options ($0.10; 15/01/2011).

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9. ADDITIONAL INFORMATION

9.1 Material Contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

Underwriting Agreement

The Company and the Underwriter entered into an Underwriting Agreement dated 19 August 2009 whereby the Underwriter agreed to underwrite and manage the entire Offer ( Underwriting Agreement ).

The material terms of the Underwriting Agreement are:

• (a) the Underwriter will underwrite all of the New Securities offered under the Offer;

• (b) the Company must notify the Underwriter of New Shares together with attaching New Options in respect of which valid Application have been received on or before the Shortfall Notification Date (being 7 October 2009);

• (c) the Underwriter will underwrite the Offer by subscribing and paying (or procuring subscription and payment of) that portion of the Shortfall which has not been accepted under the Offer;

• (d) The Company has agreed to pay the Underwriter an underwriting fee of 5% of the total amount underwritten plus a management fee of 1% of the total amount raised under the Offer and incidental fees up to $1,000 ( Underwriting Fee ). The Underwriter will pay all fees and commissions due to any sub‐underwriter of the Offer;

• (e) the Company has also agreed to reimburse the Underwriter for all reasonable costs and expenses incurred in connection with the Underwriting;

• (f) the Underwriter may terminate its obligations under the Underwriting Agreement if amongst other things:

• (i) the Company alters its capital structure or its constitution other than as disclosed in the Prospectus without prior written consent of the Underwriter;

• (ii) the “S&P ASX 200 Index” is at any time after the date of the Underwriting Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;

• (iii) ASX does not give approval for the Underwritten Securities to be listed for official quotation or if approval is granted, the approval is subsequently withdrawn, qualified or withheld which in the opinion of the Underwriter will have a material adverse effect on the Offer;

• (iv) any litigation, arbitration or other legal proceedings is commenced against the Company;

• (v) there is a natural disaster lasting in excess of 7 days which the Underwriter reasonably believes is likely to have a material effect on the operations of the Company; or

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• (vi) any of the Sub‐Underwriters do not comply with its obligations under the sub‐underwriting agreements or threaten to not comply with its respective obligations;

• (g) in the event that:

• (vii) the Offer does not proceed;

• (viii) or if the Company terminates the underwriting agreement without cause or in bad faith; or

• (ix) the Underwriter terminates the agreement by reason of any of the termination events,

• the Company undertakes to pay the Underwriter a termination fee of 50% of the Underwriting Fee.

The remaining terms, conditions and warranties contained in the Underwriting Agreement are considered standard for an agreement of this type. Further details of the termination provisions are set out in Appendix 1 of this Prospectus.

9.2 Market prices of Shares

The highest and lowest market price of the Company’s quoted Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales and the last closing sale prior to lodgement of this Prospectus with ASIC were:

	Price	Date
Highest	$0.10	10 ‐17 August 2009
Lowest	$0.06	8 ‐6 July2009,17 – 11 June 2009
Latest	$0.08	28 August 2009

9.3 Privacy

The Company collects information about each Applicant provided on the Acceptance Form for the purpose of processing the Acceptance Forms, and to administer the Applicant’s security holding in the Company.

By submitting an Acceptance Form, each Applicant agrees that the Company may use the information provided on an Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to the ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about the security holder (including name, address and details of the securities held) in its public register. The information contained in the Company’s public registers 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 distribution payments 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 compliance by the Company with legal and regulatory requirements.

If the information required on an Acceptance Form is not provided, the Company may not be able to accept or process the Acceptance Form.

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An Applicant 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.

9.4 Disclaimer

The information contained in this Prospectus does not represent any forecast or projection as to the future revenue or profitability of the Company. See section 7 regarding risk factors generally in respect of your decision on whether to apply for Securities under the Offer.

9.5 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last 2 years before the date of lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

• (d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or

• (e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

Holdings of Directors

The relevant interests of the Directors in the securities of the Company as at the date of this Prospectus are as follows:

Directors	Relevant Interest in Shares	Relevant Interest in Options
Mr Ian Macliver	2,500,000	‐
Mr Michael Fairclough	10,235,516	1,000,0001
Mr Graham Baillie	5,089,460	‐
Mr GeoffreyLambert	2,000,000	‐
1. Unlisted Options($0.10;15/01/2011).

Mr Macliver is paid $92,650 per annum by way of non‐executive chairman’s fees including statutory superannuation currently at 9% per annum. Since 1 July 2007 to the day before the date of this Prospectus Mr Macliver has received a total remuneration of approximately $166,667. It is noted that Mr Macliver is also a director of Max Capital and of Grange Consulting Group Pty Ltd and as such will also have an interest in fees received by the Underwriter and Grange Consulting as corporate advisor as described in section 9.7 below.

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Mr Michael Fairclough is paid $399,788 per annum including statutory superannuation currently at 9% per annum pursuant to an executive services agreement. Since 1 July 2007 to the day before the date of this Prospectus Mr Fairclough has received a total remuneration of approximately $735,160.

Mr Graham Baillie is paid $59,950 per annum by way of non‐executive director’s fees including statutory superannuation currently at 9% per annum. Since 1 July 2007 to the day before the date of this Prospectus Mr Baillie has received a total remuneration of approximately $100,167.

Mr Geoff Lambert is paid $70,850 per annum by way of non‐executive director’s fees including statutory superannuation currently at 9% per annum. Since 1 July 2007 to the day before the date of this Prospectus Mr Lambert has received a total remuneration of approximately $131,333.

Directors are also entitled to be reimbursed for reasonable expenses incurred by them in providing their services to the Company.

The Directors are not required to hold any Shares in the Company under the Constitution.

9.6 Expenses of the Offer

The expenses which are payable by the Company for brokerage, advisory fees, legal fees, printing fees and other costs incurred in preparing and distributing this Prospectus in respect of the Offer are estimated to be approximately $130,000 (exclusive of GST).

9.7 Interests of Experts and Advisors

The Company has paid or agreed to pay the following amounts to the following persons in connection with the Offer:

• (a) Corporate Advisor : As corporate advisor to the Offer, Grange Consulting Group Pty Ltd will receive approximately $25,000 (exclusive of GST) in respect of corporate advisory services provided in relation to the Offer. Grange Consulting Group Pty Ltd has or will be paid fees of approximately $65,500 (exclusive of GST) in the 2 years prior to the date of this Prospectus for other corporate advisory and company secretarial services provided.

• (b) Underwriter : As Underwriter to the Offer, Max Capital will receive an underwriting fee and management fee of approximately $67,400 (exclusive of GST). In addition the Underwriter will pay all fees and commissions due to any sub‐underwriter of the Offer.

• (c) Legal Advisor : Fees for professional services undertaken as legal advisors to the Company in connection with the Offer of approximately $7,500 (exclusive of GST) as at the date of this Prospectus. Steinepreis Paganin has or will be paid fees of approximately $8,000 (exclusive of GST) in the 2 years prior to the date of this Prospectus for other legal services provided.

• (d) Various suppliers : Fees for other services provided including the Share Registry, printing and mailing, ASIC fees, and ASX fees of approximately $30,000 in total.

Other than as set out above or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, and no promoter of the Company involved in the Offer holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in the formation or promotion of the Company, any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer, and no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to

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any of these persons for services rendered by them in connection with the formation or promotion of the Company or in connection with the Offer.

9.8 Consents and Disclaimers

Each of the following persons have given and not withdrawn their consent to be named, or to the inclusion of statements by the person (or to the inclusion of statements said in this Prospectus to be based on statements by the person), in this Prospectus (including any electronic version) in the form and context in which they are named or the statements are included:

• (a) Grange Consulting Group Pty Ltd (as corporate advisor to the Offer);

• (b) Max Capital Pty Ltd (as Underwriter to the Offer);

• (c) Steinepreis Paganin (as legal advisers to the Company in relation to the Offer); and

• (d) Computershare Investor Services Pty Limited (Share Registry). Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as share registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

Each of the persons named in this section 9.8 makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Offer and does not make any statement in this Prospectus, nor is any statement in it based on any statement made by that person. To the extent permitted by law, each person expressly disclaims and takes no responsibility for any material in, or omission from, this Prospectus other than the reference to its name.

9.9 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. This enables listed disclosing entities, such as the Company, to issue a prospectus for continuously quoted securities with modified disclosure requirements if they satisfy certain requirements.

The Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not invest.

9.10 Continuous Disclosure Obligations

This Prospectus is a document to which the special content rules under section 713 of the Corporations Act apply. That section allows for the issue of a more concise document in relation to the offer of securities and financial products in classes of securities which have been continuously quoted by ASX for the three months prior to the date of the Prospectus.

The information in this Prospectus principally concerns the terms and conditions of the Offer necessary to make and informed assessment of the:

• (a) effect of the Offer on the Company; and

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Stratatel Limited – Prospectus

• (b) rights and liabilities attaching to the New Shares and New Options.

This Prospectus contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offering of shares.

The Company has, since listing, provided the ASX with a substantial amount of information regarding its activities. That information is publicly available. Shareholders and other investors should read this Prospectus in conjunction with that publicly available information before making an investment decision.

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's Shares. The Shares that will be issued under this Prospectus, and the Shares that will be issued upon the exercise of any New Options issued under this Prospectus, will be in the same class of Shares that have been granted official quotation by ASX during the three months prior to the issue of this Prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of the ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify the ASX of information about specified events or matters as they arise for the purpose of the ASX making that information available to the securities market conducted by the ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with ASIC; and

• (ii) any continuous disclosure notices given by the Company after the lodgement of the annual financial report and before the lodgement of the copy of the Prospectus with ASIC.

The Company lodged its latest annual financial report with ASX on 28 August 2009. The following documents have been lodged with ASX since the date of lodgement of the Company's latest annual financial report:

Date	Description of Announcement
28 August 2009	Letter to Option Holders – Entitlement Issue

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Stratatel Limited – Prospectus

10. DIRECTORS' AUTHORISATION AND CONSENT

This Prospectus is signed on 31 August 2009 by Mr Michael Fairclough on behalf of the Directors, each of whom has consented to the signature, lodgement and issue of this Prospectus.

Each Director has consented to lodgement of this Prospectus with ASIC in accordance with the terms of section 720 of the Corporations Act and has not withdrawn that consent.

==> picture [120 x 82] intentionally omitted <==

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By Michael Fairclough Managing Director

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11. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

Acceptance Form means the Acceptance Form attached to or accompanying this Prospectus.

Additional New Securities means New Shares and attaching New Options applied for by Eligible Shareholders in excess of his/her Entitlement.

Applicant means an applicant for New Shares and attaching New Options who duly completes a valid Acceptance Form under this Prospectus and pays the applicable Application Money.

Application means a valid application for New Shares and attaching New Options under this Prospectus.

Application Money means the aggregate amount of money payable for New Shares with attaching New Options applied for in the Acceptance Form.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules means the official listing rules of the ASX.

Board means the Board of Directors.

Business Day means any day which is defined to be a Business Day pursuant to ASX Listing Rule 19.12 of the ASX Listing Rules.

CHESS means Clearing House Electronic Sub‐register System of ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

Closing Date means the 5.00pm (WST) on 2 October 2009 or such other date as may be determined by the Directors consistent with this Prospectus.

Company or Stratatel means Stratatel Limited ABN 63 088 257 729.

Constitution means the constitution of the Company as modified from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Declared Dividend means the final ordinary unfranked dividend of 0.25 cents per Share to be paid out of retained profits from the year ending 30 June 2009 to all Shareholders on the Company’s share register at the Record Date.

Director means a director of the Company.

Dividend Entitlement means the entitlement to receive the Declared Dividend.

Eligible Shareholder means a Shareholder who is registered with an Australian or New Zealand address at the Record Date.

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Entitlement means the entitlement to subscribe for 1 (one) New Share and 1 (one) Attaching New Option for every 5 (five) Shares held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Issue Price means $0.05, being payable for each New Share.

New Option means an option issued pursuant to this Prospectus which entitles the New Optionholder to subscribe for one fully paid ordinary share in the Company at an exercise price of $0.10 per Share at any time up to 5.00pm (WST) 30 September 2011.

New Optionholders means any holders of New Options in the Company.

New Securities means the New Shares and New Options.

New Share means a fully paid ordinary share in the Company issued pursuant to this Prospectus.

Offer means the offer of approximately 23,115,861 New Shares and 23,115,861 New Options under this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Opening Date means the date on which the Offer opens.

Prospectus means this Prospectus dated 31 August 2009 and any supplementary or replacement prospectuses, including this Prospectus in electronic format or a printed copy of the electronic Prospectus.

Record Date means 9 September 2009.

Share means a fully paid ordinary share in the Company.

Shareholder means the registered holder of Shares in the Company.

Share Registry means Computershare Investor Services Pty Limited ABN 48 078 279 277.

Shortfall means the number of New Shares (with attaching New Options) comprising the difference between the New Shares (with attaching New Options) the subject of the Offer and the number of New Shares (with attaching New Options) for which valid applications have been received and accepted by the Company by the Closing Date.

Shortfall Notification Date means the last date on which a Shortfall Notice must be given to the Underwriter, being 7 October 2009 as defined under the Underwriting Agreement.

Shortfall Notice means a notice from the Company to the Underwriter specifying the number of Shortfall Shares.

Sub‐underwriting Shares means the New Shares and attaching New Options applied for by the sub‐ underwriters pursuant to the general sub‐underwriting agreements with the Underwriter.

Underwriter or Max Capital means Max Capital Pty Ltd ABN 97 106 553 244.

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Underwriting Agreement means the agreement between the Company and the Underwriter for the management and underwriting of the Offer dated 19 August 2009.

WST means Western Standard Time, in Perth, Western Australia.

• $ or Dollars means Australian dollars unless otherwise stated.

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12. APPENDIX 1

Termination of Underwriting Agreement

The Underwriting Agreement provides that the Underwriter may terminate the Underwriting Agreement and its obligations under the Underwriting Agreement, if prior to 5pm on the Closing Date:

• (a) (Indices fall): the S&P ASX 200 Index is at any time after the date of the Underwriting Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;

• (b) (Prospectus): the Company does not dispatch the Prospectus to Shareholders on the Dispatch Date or the Prospectus or the Offer is withdrawn by the Company;

• (c) (No Quotation Approval): the Company fails to lodge an Appendix 3B in relation to the Underwritten Securities with ASX by the time required by the Corporations Act, the ASX Listing Rules or any other regulation;

• (d) (Non‐compliance with requirements): it transpires that the Prospectus does not contain all the information required by the Corporations Act;

• (e) (Restriction on allotment): the Company is prevented from allotting the Underwritten Securities within the time required by this Agreement, the Corporations Act, the ASX Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi‐governmental agency or authority;

• (f) (ASIC application): an order is made under Section 1324B or any other provision of the Corporations Act in relation to the Prospectus;

• (g) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, which in the Underwriter’s reasonable opinion has a Material Adverse Effect;

• (h) (Hostilities): subject always to clause 10.3 of the Underwriting Agreement, there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China or any member of the European Union (Specified Countries) other than hostilities involving Afghanistan, Iraq, Iran, Syria, Lebanon or Israel and the Underwriter believes (on reasonable grounds) that the outbreak or escalation is likely to result in the S&P ASX 200 Index falling by the percentage contemplated by clause 10.2(a) of the Underwriting Agreement;

• (i) (Authorisation): any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter acting reasonably;

• (j) (Indictable offence): a director of the Company is charged with an indictable offence;

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• (k) (Regulatory Approvals): prior to the Closing Date, the sub‐underwriters fail to obtain all required regulatory approvals (if any) to subscribe for the Shortfall Shares in accordance with the terms of any sub‐underwriting agreement entered into with the Underwriter;

• (l) (Sub‐underwriters): any of the sub‐underwriters do not comply with its obligations under the sub‐underwriting agreements or threaten to not comply with its respective obligations; or

• (m) (Termination Events): subject always to clause 10.3 of the Underwriting Agreement, any of the following events occurs:

• (i) (Default): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;

• (ii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;

• (iii) (Contravention of constitution or Act): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the ASX Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;

• (iv) (Adverse change): an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company;

• (v) (Public statements): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer or the Prospectus;

• (vi) (Misleading information): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;

• (vii) (Official Quotation qualified): the official quotation is qualified or conditional other than as set out in clause 10.3 of the Underwriting Agreement;

• (viii) (Change in Act or policy): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;

• (ix) (Prescribed Occurrence): a Prescribed Occurrence occurs;

• (x) (Suspension of debt payments): the Company suspends payment of its debts generally;

• (xi) (Event of Insolvency): an Event of Insolvency occurs in respect of a Relevant Company;

• (xii) (Judgment against a Relevant Company): a judgment in an amount exceeding $100,000.00 is obtained against a Relevant Company and is not set aside or satisfied within 7 days;

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• (xiii) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against any Relevant Company;

• (xiv) (Board and senior management composition): there is a change in the composition of the Board or a change in the senior management of the Company before the date of issue of the Underwritten Securities without the prior written consent of the Underwriter (such consent not to be unreasonably withheld);

• (xv) (Change in shareholdings): there is a material change in the major or controlling shareholdings of a Relevant Company (other than as a result of the Issue, a matter disclosed in the Prospectus) or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company;

• (xvi) (Timetable): there is a delay in any specified date in the Timetable which is greater than 5 Business Days;

• (xvii) (Force Majeure): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;

• (xviii) (Certain resolutions passed): a Relevant Company passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;

• (xix) (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus;

• (xx) (Breach of Material Contracts): any of the Contracts are terminated or substantially modified;

• (xxi) (Market Conditions): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets; or

• (xxii) (June 30 2009 Accounts): the annual financial accounts of the Company for the financial year ending June 30 2009 disclose a group EBITDA of less than $1.4 million.

Clause 10.3 of the Underwriting Agreement provides that the Underwriter may not exercise its rights to terminate the Underwriting Agreement under paragraphs (h) and (m) above unless, in the reasonable opinion of the Underwriter reached in good faith, it has or is likely to have, or those events together have, or could reasonably be expected to have, a Material Adverse Effect or could reasonably be expected to give rise to a liability of the Underwriter under the Corporations Act or otherwise.

Definitions of Underwriting Agreement

The definitions used in this summary of the Underwriting Agreement are the same as used in the Prospectus except as set out below:

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• (a) Dispatch Date means 11 September 2009 or such other date as agreed between the parties.

• (b) Event of Insolvency means:

• (i) a receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person or any asset of a person;

• (ii) a liquidator or provisional liquidator is appointed in respect of a corporation;

• (iii) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:

  • A. appointing a person referred to in paragraphs (i) or (ii);

  • B. winding up a corporation; or

  • C. proposing or implementing a scheme of arrangement;

• (iv) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any insolvency provision;

• (v) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;

• (vi) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts; or

• (vii) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

• (c) Force Majeure means any act of God, war, revolution, or any other unlawful act against public order or authority, an industrial dispute, a governmental restraint, or any other event which is not within the control of the parties.

(d) Material Adverse Effect means:

• (i) a material adverse effect on the Offer or on the subsequent market for the Underwritten Securities (including, without limitation, a material adverse effect on a decision of an investor to invest in Underwritten Securities); or

• (ii) a material adverse effect on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Company and its Subsidiaries taken as a whole.

(e) Prescribed Occurrence means:

• (i) a Relevant Company converting all or any of its shares into a larger or smaller number of shares;

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• (ii) a Relevant Company resolving to reduce its share capital in any way;

• (iii) a Relevant Company:

  • A. entering into a buy back agreement; or

  • B. resolving to approve the terms of a buy back agreement under section 257D or 257E of the Corporations Act;

• (iv) a Relevant Company making an issue of, or granting an option to subscribe for, any of its shares or any other securities, or agreeing to make such an issue or grant such an option (other than pursuant to the Offer);

• (v) a Relevant Company issuing, or agreeing to issue, convertible notes;

• (vi) a Relevant Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (vii) a Relevant Company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

• (viii) a Relevant Company resolving that it be wound up;

• (ix) the appointment of a liquidator or provisional liquidator of a Relevant Company;

• (x) the making of an order by a court for the winding up of a Relevant Company;

• (xi) an administrator of a Relevant Company, being appointed under section 436A, 436B or 436C of the Corporations Act;

• (xii) a Relevant Company executing a deed of company arrangement; or

• (xiii) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of a Relevant Company.

• (f) Relevant Company means the Company and each Subsidiary.

• (g) Subsidiary means each company which is now, or before the issue of all the Underwritten Securities becomes, a subsidiary of the Company as that term is defined in the Corporations Act.

• (h) Shortfall Shares means, subject to the deeming provisions of clause 5.2 of the Underwriting Agreement, Underwritten Securities for which Valid Applications have not been received by 5:00 pm on the Closing Date.

• (i) Underwritten Securities means 23,115,861 New Shares and attaching 23,115,861 New Options plus any additional New Shares and attaching New Options to be offered under the Offer as a result of the conversion of options prior to the Record Date.

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