JCURVE SOLUTIONS LTD - Capital/Financing Update 2011

STRATATEL LIMITED ACN 088 257 729

OFFER DOCUMENT

For a pro rata non-renounceable rights offer to Eligible Shareholders on the basis of one (1) New Share for every three (3) Shares held by Shareholders on the Record Date at an issue price of $0.025 per Share ( Offer ).

Underwriter

The Lead Manager and Underwriter to the Offer is Patersons Securities Limited (AFSL 239052). The Underwriting Agreement contains terms and conditions which may affect the obligations of the Underwriter, details of which are set out in Section 2.8 of this Offer Document.

IMPORTANT NOTICE

This document is not a prospectus . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 28 November 2011 and closes at 5:00pm WST on 12 December 2011.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

This Offer Document and enclosed personalised Entitlement and Acceptance Form have been prepared by Stratatel Limited (ACN 088 257 729) ( Stratatel or the Company ). This Offer Document is dated 16 November 2011.

No party other than Stratatel has authorised or caused the issue of this Offer Document, or takes any responsibility for, or makes, any statements, omissions, representations or undertakings in this Offer Document.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer 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 Offer Document.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the New Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

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 take up their Entitlements under the Offer.

Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and

certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

TABLE OF CONTENTS	TABLE OF CONTENTS
1.	CHAIRMAN’S LETTER ....................................................................................................... 5
2.	DETAILS OF THE OFFER .................................................................................................... 6
3.	ACTION REQUIRED BY SHAREHOLDERS ....................................................................... 16
4.	RISK FACTORS ............................................................................................................... 17
5.	CAPITAL STRUCTURE AND FINANCIAL INFORMATION ................................................ 20
DEFINED	TERMS ............................................................................................................................ 23

1. CHAIRMAN’S LETTER

16 November 2011

Dear Shareholder

On behalf of Stratatel Limited ( Stratatel or the Company ), I am pleased to invite you to participate in a one (1) for three (3) pro rata non-renounceable entitlement offer at an issue price of $0.025 per New Share to raise approximately $1.19 million (the Offer ).

On 16 November 2011, the Company announced its intention to undertake an equity raising of approximately $1.19 million via the Offer.

The Company intends to apply the funds raised from the Offer as set out in Section 2.2 of this Offer Document.

Under the Offer, eligible shareholders are being given the opportunity to subscribe for one (1) New Share for every three (3) Shares held at 5.00pm (WST) on 25 November 2011 ( Record Date ) at the issue price of $0.025 per New Share.

The Entitlements are non-renounceable. Therefore, Shareholders can choose to take up the Entitlements offered or let them lapse. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

The Offer is fully underwritten by Patersons Securities Limited.

This Offer Document contains important information about the Offer, including:

(a) details of the Offer, including key dates;
(b) actions required by Shareholders; and
(c) risk factors associated with the Offer.

A personalised Entitlement and Acceptance Form which details your Entitlement is to be completed in accordance with the instructions provided.

This Offer Document should be read carefully and in its entirety before deciding whether or not to participate in the Offer. In particular, you should consider the key risk factors included in Section 4 of this Offer Document.

Shareholders who have any queries about the Offer should contact the Company at any time from 8:30am to 5:00pm (Perth time) during the Offer period.

On behalf of the Board of Stratatel, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours faithfully,

==> picture [104 x 20] intentionally omitted <==

Ian MacIiver Non-Executive Chairman

2. DETAILS OF THE OFFER

2.1 The Offer

The Company is making a pro rata non-renounceable offer of New Shares at an issue price of $0.025 each on the basis of one (1) New Share for every three (3) Shares held on the Record Date ( the Offer ) .

At the date this Offer Document is despatched to Shareholders, the Company will have 143,288,185 Shares and 5,000,000 Options on issue.

On the basis that no further Shares are issued or no Options exercised prior to the Record Date, the Offer is for 47,762,728 Shares.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

2.2 Use of Funds

Completion of the Offer will result in an increase in cash in hand of up to approximately $1.19 million (before the payment of costs associated with the Offer).

The Company intends to apply the funds raised from the Offer to:

Item of Expenditure	Item of Expenditure	Amount ($)
Provision of working capital to fund the Company’s joint venture operations in South Africa. The Company has entered into a joint venture which in turn has an exclusive 3 year contract with a South African telecommunications company for the provision of their FleetManager reporting software and support services to customers in South Africa.		455,000
Further develop the Company’s telecommunications company bill reporting system known as “FleetManager”.		600,000
Fund the issue costs associated with the Offer		135,000
TOTAL		1,190,000
Indicative Timetable		Date 16 November 2011 17 November 2011 21 November 2011
Event		Date
Release of Offer Document, Cleansing Notice and Appendix 3B to ASX		16 November 2011
Notice sent to Security Holders		17 November 2011
Ex Date		21 November 2011

2.3 Indicative Timetable


Record Date5pm (WST) (date for determining Entitlements of eligible Shareholders to participate in the Rights Issue)	25 November 2011
Offer Document Dispatched to Shareholders (expected date of dispatch of Offer Document, Entitlement and Acceptance Forms)	28 November 2011
Offer Opening Date	28 November 2011
*Offer Closing Date 5pm (WST)**	12 December 2011
Securities quoted on a deferred settlement basis	13 December 2011
ASX notified of under subscriptions**	15 December 2011
Dispatch holding statements**	20 December 2011
Deferred Settlement Trading Ceases	20 December 2011
Trading of New Shares expected to commence on a normal settlement basis**	21 December 2011

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

** These dates are indicative only.

2.4 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form), although you may accept for a lesser number of New Shares should you wish to take up only part of your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be returned to you.

2.5 No rights trading

The rights to New Shares under the Offer are non-renounceable. Accordingly, there will not be any trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offer to any other party. If you do not take up your Entitlement to New Shares under the Offer by the Closing Date, the Offer to you will lapse.

2.6 Overseas Eligible Shareholders

No Offer will be made to Eligible Shareholders resident outside Australia and New Zealand.

New Shares to which any Eligible Shareholders who are not resident in Australia or New Zealand would otherwise be entitled will form part of the Shortfall and will be placed in accordance with the Underwriting Agreement.

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

2.7 New Zealand Shareholders

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Offer Document in in any other country outside Australia, except to beneficial shareholders in New Zealand and any other country where the Company may determine it is lawful and practical to make the Rights Issue. Any person in New Zealand with a holding through a nominee may not participate in the Rights Issue.

2.8 Underwriting Agreement

(a) The Company and the Underwriter entered into an Underwriting Agreement dated 16 November 2011 whereby the Underwriter agreed to underwrite and manage the entire Offer ( Underwriting Agreement ).
(b) The material terms of the Underwriting Agreement are:
(i) the Underwriter will underwrite all of the New Shares offered under the Offer;
(ii) the Company must notify the Underwriter of New Shares in respect of which valid Application have been received on or before the Shortfall Notification Date being 14 December 2011;
(iii) 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;
(iv) The Company has agreed to pay the Underwriter an underwriting fee of 6% of the total amount underwritten plus a corporate advisory fee of $30,000 ( Underwriting Fee ). The Underwriter will pay all fees and commissions due to any subunderwriter of the Offer;
(v) the Company has also agreed to reimburse the Underwriter for all reasonable costs and expenses incurred in connection with the Underwriting;

(c) the Underwriter may without cost or liability to themselves and without prejudice to any rights to payment of fees, costs and expenses or GST or for damages arising out of any breach by the Company of its representations, warranties or obligations under the Underwriting Agreement, by notice in writing to the Company, upon or at any time prior to completion terminate its obligations under the Underwriting Agreement if:
(i) ( Market Conditions ): the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the reasonable and bona fide judgement of the Underwritrer, conducive to the successful completion of this Agreement or other events beyond the control of the Underwriter are so material and adverse as to make it impracticable or inadvisable to proceed with the new equity issue on the terms and in the manner contemplated herein;
(ii) ( Indices fall ): the All Ordinaries Index (IRESS code XAO.ASX) as published by ASX is for 3 consecutive business days after the date of this 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) ( Announcement ): the Company does not lodge an announcement and cleansing statementto the ASX, together with an Appendix 3B by 5.00pm on the lodgement date;
(iv) ( No Official Quotation ): ASX has advised the Company that it will or may not grant Official Quotation on or prior to the shortfall notice deadline date; or
(v) ( Misleading Rights Issue Documentation ): it transpires that there is a statement in the rights issue documentation that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the rights issue documentation or if any statement in the rights issue documentation becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the rights issue documentation is or becomes misleading or deceptive or likely to mislead or deceive in each case which, in the reasonable opinion of the Underwriter, has or is likely to have a material adverse effect;
(vi) ( Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the 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;
(vii) ( ASIC or other prosecution ): ASIC gives notice of any deficiency in the rights issue documentation or related documents or ASIC gives notice of an intention to hold a hearing, examination or investigation, or it requires

information to be disclosed in connection with the Offer or the Company;

(viii) ( 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;
(ix) ( Authorisation ): any authorisation which is material to anything referred to in the rights issue documentation is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;
(x) ( Indictable offence ): a director or senior manager of a relevant company is charged with an indictable offence;
(xi) ( Sub-underwriters ): any of the Company sub-underwriters that are introduced by the Company do not comply with their respective obligations under the sub-underwriting agreements or threaten to not comply with its respective obligations under the sub-underwriting agreements; or
(d) ( Termination Events ): any of the following events occurs and in the reasonable opinion of the Underwriter reached in good faith, it has or is likely to have, or two or more termination events together have or are likely to have a material adverse effect or could give rise to a liability of the Underwriter under the Corporations Act:
(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 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 this Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company;
(v) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer;
(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 Issue or the affairs of the 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 the definition of "Official Quotation";
(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) ( Event of Insolvency ): an event of insolvency occurs in respect of the relevant company;
(xi) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $1 million is obtained against the Company and is not set aside or satisfied within 7 days;
(xii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any relevant company, other than any claims foreshadowed in the rights issue documentation;
(xiii) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company;
(xiv) ( Timetable) : there is a delay in any specified date in the Timetable which is greater than 3 Business Days and the Underwriter has not given its prior written consent agreeing to a delay exceeding 3 Business Days;
(xv) (Force Majeure) : a force majeure affecting the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs;
(xvi) ( Certain resolutions passed ): the 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;
(xvii) ( Capital Structure ): any relevant company alters its capital structure in any manner not contemplated by the Offer;
(xviii) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of the Company;
(xix) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been

declared) after the date of this 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, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world, provided that such circumstance is not existing at the date of the Underwriting Agreement;

(xx) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs; or
(xxi) ( Suspension ): the Company is removed from the Official List or the Shares become suspended from official quotation and that suspension is not lifted within 24 hours following such suspension.
(xxii) in the event that:
- (A) the Offer does not proceed;
- (B) or if the Company terminates the Underwriting Agreement without cause or in bad faith; or
- (C) the Underwriter terminates the agreement by reason of any of the termination events set out in the Underwriting Agreement,

the Company undertakes to pay the Underwriter for all costs related to the Offer as have been incurred to the date of termination of this Agreement or the date upon which the Issue is otherwise bought to an end.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

2.9 Directors Interests and Participation

Each Director’s interest in the securities of the Company at the date of this Offer Document and their Entitlement is set out in the table below.

Director	Shares	Entitlement
Ian MacIiver	3,721,735	1,240,579
Michael Fairclough	13,248,877	4,416,293
Graham Baillie	6,522,815	2,174,272

Each of Ian Macliver and Graham Baillee have agreed to take up their Entitlements in full and Michael Fairclough has agreed to take up his Entitlement to the extent of $20,000.

Ian MacIiver has agreed to sub-underwrite the Offer up to a maximum amount of $50,000.

2.10 Effect of the Rights Issue on Voting Power in the Company

As set out above, Ian MacIiver has agreed to sub-underwrite the Offer up to a maximum amount of $50,000.

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

(a) if all Shareholders take up all of the Entitlement under the Offer, the percentage interest in the Shares of the Company held by Mr MacIiver (and any other major Shareholders) would not change, other than to the extent Mr MacIiver took up his own entitlement, and there would not be any effect on the voting power of Mr MacIiver; and
(b) if some or all of the Shareholders do not take up their Entitlement under the Offer, and there is Shortfall, then Mr MacIiver will be required to subscribe for the Shares which make up the Shortfall.

To comply with the requirement to fully disclose the Mr MacIiver’s potential voting power in the Company and the effect of him sub-underwriting the Offer the table below sets out various scenarios to indicate the effect on the Company’s shareholding depending on the Shortfall (if any).

Event	Number of Shares	Voting power
Ian MacIiver’s holding as at the date of this Offer Document	3,721,735	1.95%
After issue of Shortfall Shares to Ian MacIiver totalling $10,000	4,121,735	2.16%
After issue of Shortfall Shares to Ian MacIiver totalling $20,000	4,521,735	2.37%
After issue of Shortfall Shares to Ian MacIiver totalling $30,000	4,921,735	2.57%
After issue of Shortfall Shares to Ian MacIiver totalling $50,000	5,721,735	2.99%

The number of Shares held by Mr MacIiver and his voting power in the table above show the potential effect of him sub- underwriting of the Offer. However, it is unlikely that no Shareholders will take up their Entitlement under this Offer. The sub-underwriting obligation of Mr MacIiver, and therefore voting power of Mr MacIiver, will reduce by a corresponding amount for the amount of Entitlements taken up by other Shareholders. In addition, the future pattern of shareholding of the Company will change depending on the take up of Entitlements of the other Shareholders.

2.11 Market Price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of release of this Offer Document and the respective dates of those sales were:

Highest: $0.042 on 9, 12, 13 and 14 September 2011 Lowest: $0.030 from 23 August to 5 September 2011

The latest available closing sale price of the Company’s Shares on ASX prior to the printing of this Offer Document was $0.030 on 16 November 2011.

2.12 Opening and Closing Dates

The Offer opens on the Opening Date, being 28 November 2011, and closes on the Closing Date, being 12 December 2011. The Company will accept Entitlement and Acceptance Forms until the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

2.13 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 2.3.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

2.14 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made.

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

2.15 CHESS

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

2.16 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

2.17 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 4 .

2.18 Enquiries concerning Offer Document

Enquiries relating to this Offer Document should be directed to the Company Secretary, Ms Sarah Smith, by telephone on +61 (08) 9322 7600.

3. ACTION REQUIRED BY SHAREHOLDERS

3.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at 2.5 cents per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Stratatel Limited – Share Account” and crossed “Not Negotiable” .

Your completed Entitlement and Acceptance Form and cheque must reach the Company no later than 5:00pm (WST) on the Closing Date.

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

3.2 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything.

3.3 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall. As the Offer is underwritten, any Shortfall will be allotted in accordance with the Underwriting Agreement.

3.4 Queries concerning your Entitlement

If you have any queries concerning your Entitlement please contact Computershare Investor Services Pty Limited, Level 2, Reserve Bank Building, 45 St Georges Terrace, Perth Western Australia, 6000 on 1300 787 272 (within Australia) or +61 (03) 9415 4000 (outside Australia).

4. RISK FACTORS

4.1 General

The Shares offered under this Offer Document should be considered speculative because of the nature of the Company’s business.

There are numerous risk factors involved with the Company’s business. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade.

The following is a summary of the more material matters to be considered. However, this summary is not exhaustive and potential investors should examine the contents of this Offer Document in its entirety and consult their professional advisors before deciding whether to apply for the New Shares.

Based on the information available, a non-exhaustive list of risk factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following.

SPECIFIC RISKS

4.2 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 endeavouring 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.

4.3 Overseas Operations

The Company is part of a joint venture which has signed an exclusive 3 year deal with a South African telecommunications company for the provision of its FleetManager reporting software and support services to mobile and fixed line businesses and corporate customers in South Africa.

Operations within South African are subject to a number of risks, including:

(a) potential difficulties in enforcing agreements and collecting receivables through foreign local systems;
(b) potential difficulties in protecting rights and interest in assets;
(c) restrictive governmental actions, such as imposition of trade quotas, tariffs and other taxes.

Any of these factors could materially and adversely affect the Company’s business, results of operations and financial condition.

South Africa experiences economic, social and political volatility. As a result, the Company’s future operations may be impacted by currency fluctuations, political reforms, changes in South African government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions.

The likelihood of any of these changes, and their possible effects, if any, cannot be determined by the Company with any clarity at the present time, but they may include disruption and increased costs.

4.4 Technology

(a) 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.
(b) 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
(c) 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.

4.5 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 information technology solutions businesses.

4.6 IT Resources Availability and Costs

The availability and cost of IT resources is subject to market demand. As such, future high demand for these skills may lead to a lack of availability of appropriately qualified personnel or companies and or, an increase in costs associated with the engagement of these resources to complete major software development projects such as the further development of FleetManager.

In addition, changes to functional requirements associated with the South African telecommunications company may also impact on development costs.

GENERAL RISKS

4.7 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

4.8 Market Conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

4.9 Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

4.10 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Offer Document. Therefore, the securities to be issued pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Offer Document.

5. CAPITAL STRUCTURE AND FINANCIAL INFORMATION

5.1 Capital structure on completion of the Offer

Number of Shares Number of Options

Balance at the date of this Offer Document To be issued under the Offer(1) Balance after the Offer	143,288,185 5,000,000 47,762,728 Nil
	191,050,913 5,000,000

(1) The number of Shares to be issued under the Offer assumes that no Options are exercised before the Record Date.

5.2 Consolidated balance sheet

The Balance Sheet as at 31 October 2011 (unaudited) and the Pro Forma Balance Sheet as at 31 October 2011 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The Pro Forma Balance Sheet has been prepared on the assumption that all Shares pursuant to the Offer are issued.

The Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet as at 31 October 2011 (unaudited) and Pro Forma Balance Sheet as at 31 October 2011

October 2011
	31 October 2011 Unaudited $ Adjustments $ 31 October 2011 Pro-Forma $
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 Other financial assets Deferred tax asset Total non-current assets Total assets Current liabilities Trade and other payables Current tax liabilities Provisions Total current liabilities Non-current liabilities Provisions Deferred tax liability Total non-current liabilities Total liabilities Net assets Equity Issued capital Share Issue Costs Reserves Accumulated losses Total equity	472,995 1,059,068 1,532,063 1,503,213 1,503,213 20,505 20,505 342,705 342,705
	2,339,418 1,059,068 3,398,486
	185,023 185,023 2,158,145 2,158,145 4,877,444 4,877,444 169,732 169,732 809,764 809,764
	8,200,108 8,200,108
	10,539,526 1,059,068 11,598,594
	2,052,476 2,052,476 8,990 8,990 242,116 242,116
	2,303,582 2,303,582
	176,048 176,048 668,836 668,836
	844,884 844,884
	3,148,466 3,148,466
	7,391,060 1,059,068 8,450,128
	9,969,540 1,194,068 11,163,608 (137,942) (135,000)1 (272,942) 150,871 150,871 (2,591,409)2 (2,591,409)2
	7,391,060 1,059,068 8,450,128

1 Assumed issue costs including consultants and advisors of aggregate $135,000

2 Due to a change in accounting policy, the net income for the financial period ended 31 October 2011 has been adversely affected by $458,308

Notes to the pro forma Statement of Financial Position

5.3 Pro Forma Assumptions

The pro forma Statement of Financial Position has been prepared on the following assumptions:

(a) a pro rata non-renounceable rights offer on the basis of one (1) New Share for every three (3) Shares at an issue price of $0.025 per Share ( Offer );
(b) all Shares issued pursuant to the Offer are issued; and
(c) the total number of shares issued under the Offer is 47,762,728.

5.4 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

DEFINED TERMS

$ or A$ means an Australian dollar.

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means the closing date set out in Section 2.3 or such other date as may be determined by the Directors.

Company means Stratatel Limited (ACN 088 257 729).

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia or New Zealand.

Entitlement means the entitlement to subscribe for one (1) New Share for every three (3) Shares held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Foreign Holder means a holder of a Share whose address, as shown in the records of the Share Registry, is a place outside of Australia or New Zealand.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer or Rights Issue means the pro rata non-renounceable offer of New Shares at an issue price of $0.025 each on the basis of one (1) New Share for every three (3) Shares held on the Record Date pursuant to this Offer Document.

Offer Document means this Offer Document dated 16 November 2011.

Opening Date means the opening date set out in Section 2.3.

Option means an option to acquire a Share.

Record Date means the record date set out in Section 2.3.

Section means a section of this Offer Document.

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

Share Registry means Computershare Investor Services Pty Limited.

Shortfall means those New Shares under the Offer not applied for by the Closing Date .

Shareholder means a holder of Shares.

Underwriter means Patersons Securities Limited (AFSL 239052).

WST means Australian Western Standard Time.