JCURVE SOLUTIONS LTD — Capital/Financing Update 2013

Dec 19, 2013

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

JCurve Solutions Ltd (formerly Stratatel Limited)

ABN

63 088 257 729

We (the entity) give ASX the following information.

Part 1 - All issues

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

• 1 +Class of +securities issued or to 1. Ordinary fully paid shares be issued 2. Unlisted options ($0.000001; 31 March 2016)

• 1. Unlisted options ($0.000001; 31 March 2017)
• 1. Unlisted options ($0.000001; 31 March 2018)
• 1. Unlisted options ($0.000001; 31 March 2019)

2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

1. 71,428,571 2. 8,928,571 3. 8,928,571 4. 8,928,571 5. 8,928,571

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1. Ordinary fully paid shares 2. Unlisted options ($0.000001; 31 March 2016) which automatically vest when the share price reaches 7.5 cents for a period of 10 consecutive trading days. 3. Unlisted options ($0.000001; 31 March 2017) which automatically vest when the share price reaches 10 cents for a period of 10 consecutive trading days. 4. Unlisted options ($0.000001; 31 March 2018) which automatically vest when the share price reaches 12.5 cents for a period of 10 consecutive trading days. 5. Unlisted options ($0.000001; 31 March 2019) which automatically vest when the share price reaches 15 cents for a period of 10 consecutive trading days.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	1. Yes 2. The unlisted options will rank equally on conversion of these securities into ordinary shares 3. The unlisted options will rank equally on conversion of these securities into ordinary shares 4. The unlisted options will rank equally on conversion of these securities into ordinary shares 5. The unlisted options will rank equally on conversion of these securities into ordinary shares
	1. Nil 2. Nil 3. Nil 4. Nil 5. Nil
	All unlisted options and ordinary shares were issued as consideration for the acquisition of the business assets of JCurve Solutions Pty Ltd announced on 16 September 2013 and detailed in the Notice of Meeting released on 1 October 2013. Shareholder approval for the issue of the shares and unlisted options was granted on 31 October 2013 at the Company’s AGM.
	Yes
	31 October 2013
	nil

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates	nil	nil
	All shares and options were issued with shareholder approval obtained at meeting on 31 October 2013, being: 1. 71,428,571 2. 8,928,571 3. 8,928,571 4. 8,928,571 5. 8,928,571
	As above in 6e
	N/A
	N/A
	26,250,629 under rule 7.1A 44,733,088 under rule 7.1
	23 December 2013
	Number	+Class

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	262,506,300	Ordinary fully paid shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	8,928,571 8,928,571 8,928,571 8,928,571	Unlisted options ($0.000001; 31 March 2016) Unlisted options ($0.000001; 31 March 2017) Unlisted options ($0.000001; 31 March 2018) Unlisted options ($0.000001; 31 March 2019)
	Issued shares will rank equally in with all other shares with respect to dividend policy.

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non‐
renounceable?
13 Ratio in which the [+] securities
will be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
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• See chapter 19 for defined terms.

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18 Names of countries in which the entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?

• See chapter 19 for defined terms.

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• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38	Number of securities for which
	+quotation is sought
39	Class of +securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the date of
	allotment with an existing+class
	of quoted+securities?
	If the additional securities do not
	rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	• the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end
	of restriction period
	(if issued upon conversion of
	another security, clearly identify
	that other security)

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

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................Date: 23 December 2013 (Company secretary)

Sarah Smith

Print name: .........................................................

• See chapter 19 for defined terms.

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== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 191,077,728
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval 107,142,856
• Number of partly paid ordinary
securities that became fully paid in that
12 month period Nil
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 298,220,584
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	44,733,088
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil – No other shares have been issued Nil – No other shares have been issued Nil – No other shares have been issued
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	44,733,088
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	44,733,088_[Note: this is the remaining_ placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	44,733,088
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	44,733,088_[Note: this is the remaining_
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 262,506,291 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 26,250,629

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of equity securities issued or nil agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	262,506,291
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	26,250,629 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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