JCURVE SOLUTIONS LTD — Proxy Solicitation & Information Statement 2008

Apr 9, 2008

STRATATEL LIMITED

A.C.N. 088 257 729

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

DATE OF MEETING

2[nd] May 2008

TIME OF MEETING

10.30am WST

PLACE OF MEETING

Level 46, Bank West Tower Perth, WA 6000

This notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

STRATATEL LIMITED A.C.N. 088 257 729

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Stratatel Limited (‘ Company ’) will be held at 10.30am on the 2[nd] of May 2008.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company on 31[st] April 2008 at 10.30am (WST).

AGENDA

ORDINARY BUSINESS

RESOLUTION 1 - Issue of Equity Securities

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.1 of the Listing Rules of Australian Securities Exchange and for all other purposes, the shareholders of the Company hereby approve the allotment and issue of 3,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 10 cents each as partial consideration for the acquisition of the business and assets of Phoneware Communications Systems Pty Ltd.”

Short Explanation: An equity issue can be approved by the shareholders in accordance with the ASX Listing Rules. This allows the Company the flexibility to issue securities in the future up to the threshold of 15% of its total ordinary shares in any 12 month period.

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who will participate in the issue of the Equity Securities and their associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

RESOLUTION 2 - Issue of Equity Securities

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That the Company is authorised to issue up to 27,500,000 ordinary shares in the Company to sophisticated investors invited by the Board of the Company with an issue price of 8 cents per share to raise up to $2,200,000 on the terms and conditions set out in the Explanatory Note.”

Short Explanation: Under the ASX Listing Rules a Company can only issue more than 15% of its issued share capital with approval of the shareholders at a General Meeting of Shareholders.

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who will participate in the issue of the Equity Securities and their associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

RESOLUTION 3 - Participation of Related Party in Issue of Shares

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 5,000,000 Shares under the Capital Raising to Mr Graham Baillie, a Director of the Company (and/or his nominees) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of securities to a director requires prior shareholder approval. The Directors of the Company wish to participate in the Capital Raising on the same terms as outlined in the Explanatory Statement. For the purposes of ASX Listing Rule 10.11 shareholder approval is being sought to allow the Directors to be issued securities in the Company.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Baillie or his nominee/s and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

RESOLUTION 4 - Participation of Related Party in Issue of Shares

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 1,000,000 Shares under the Capital Raising to Mr Geoffrey Lambert, a Director of the Company (and/or his nominees) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of securities to a director requires prior shareholder approval. The Directors of the Company wish to participate in the Capital Raising on the same terms as outlined in the Explanatory Statement. For the purposes of ASX Listing Rule 10.11 shareholder approval is being sought to allow the Directors to be issued securities in the Company.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Lambert or his nominee/s and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

RESOLUTION 5 - Participation of Related Party in Issue of Shares

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 1,000,000 Shares under the Capital Raising to Mr Ian Macliver, a Director of the Company (and/or his nominees) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of securities to a director requires prior shareholder approval. The Directors of the Company wish to participate in the Capital Raising on the same terms as outlined in the Explanatory Statement. For the purposes of ASX Listing Rule 10.11 shareholder approval is being sought to allow the Directors to be issued securities in the Company.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Macliver or his nominee/s and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

RESOLUTION 6 - Participation of Related Party in Issue of Shares

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 1,000,000 Shares under the Capital Raising to Mr Michael Fairclough, a Director of the Company (and/or his nominees) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the ASX Listing Rules and the Corporations Act, an issue of securities to a director requires prior shareholder approval. The Directors of the Company wish to participate in the Capital Raising on the same terms as outlined in the Explanatory Statement. For the purposes of ASX Listing Rule 10.11 shareholder approval is being sought to allow the Directors to be issued securities in the Company.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Fairclough or his nominee/s and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy directs.

By Order of the Board

Paul Brown Company Secretary Stratatel Limited

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the shareholders with their consideration of the resolutions to be put to the General Meeting of the Company to be held on 2[nd] May 2008.

The purpose of this Explanatory Statement is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to approve the resolutions detailed in the Notice of Meeting. This Explanatory Memorandum should be read with, and forms part of, the accompanying Notice of Meeting.

The resolutions set out in the Notice are important and affect the future of the Company. Shareholders are therefore urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

ORDINARY BUSINESS

RESOLUTION 1 – Issue of Equity Securities

The Company intends to purchase the business and assets of Phoneware Communications Systems Pty Ltd from Sirius Corporation Limited. The total consideration for the acquisition is up to $2.5m, of which $1.8m is payable at completion along with $300k in Stratatel shares, and a further $400k after 12 months of which $200k is conditional upon client retention. The Company will issue 3,000,000 fully paid ordinary shares in the Company at an issue price of 10 cents per ordinary share at completion.

The acquisition also relies on a number of conditions being met prior to completion.

The following information is provided to shareholders for the purpose of obtaining shareholder approval pursuant to the ASX Listing Rules:

• (a) the number of shares to be issued is 3,000,000;

• (b) the shares are to be issued to Sirius Corporation Ltd as part consideration of the business and assets of Phoneware Communication Systems Pty Ltd, a subsidiary;

• (c) the shares will be issued and allotted within 60 calendar days following approval of the Shareholders;

• (d) the shares will rank equally with existing shares on issue; and

• (e) the issued shares are the subject of a voluntary twelve month holding lock.

RESOLUTION 2 – Issue of Equity Securities

The Company intends to undertake a placement (the Placement ) of up to 27,500,000 ordinary shares (the Shares) in the Company to sophisticated investors invited by the Board of the Company. The Board of the Company intends to complete the Placement within 60 calendar days of approval of this Resolution 2 by the Shareholders at the General Meeting (but in any event no later than the date falling 12 months after such approval).

The Placement will not be an offer to the public for the purposes of the Australian securities legislation and it will be at the discretion of the Board of the Company to determine whether any of the Shares are offered to existing shareholders in the Company who qualify as sophisticated investors.

The issue price for the Shares will be 8 cents. The issue price will be payable in full upon issue of the Shares, in cash.

The proceeds of the issue of the Shares would be used to:

• assist in the funding of the acquisition of the business and assets of Phoneware Communications Systems Pty Ltd; and

• provide working capital for the Company.

The Board of the Company believes that the proceeds of the issue of the Shares, expected to be $2,200,000 (assuming the issue of all of the Shares at the minimum price) will be sufficient to achieve the above aims.

Upon subscription, the Shares would be issued credited as fully paid and would rank equally with the existing fully paid ordinary shares in the Company.

Requirements for shareholder approval

Under ASX Listing Rule 7.1, the Company may issue Equity Securities if the precise terms and conditions of the specific proposal have been approved by separate ordinary resolutions of each class of quoted equity securities whose rights or entitlements could be affected by that issue, and that issue is completed within 12 months of the passing of the resolutions.

In the current circumstances the approval of an ordinary resolution of the holders of the ordinary shares in the Company (i.e. a simple majority of votes cast at the meeting by shareholders entitled to vote and voting) is required in respect of the Placement. Accordingly, the Company is seeking the consent of its shareholders pursuant to ASX Listing Rule 7.1 in order to undertake the Placement. The Company has the ability to issue shares without such approval in certain circumstances under ASX Listing Rule 7.4 whereby the Company can issue shares up to a prescribed threshold (up to 15% of the issued capital in the company, subject to certain adjustments/exclusions). The number of Shares to be issued under this proposed Resolution is greater than 15% of the issued capital in the Company and Shareholder approval is sought to approve the issue.

At the date of this notice there are 80,340,717 ordinary shares on issue in the Company. In the event that all of the Shares the subject of this Resolution (27,500,000) are issued, the Shares would represent 25.5% (rounded) of the fully diluted ordinary share capital of the Company.

The issue price will be 8 cents per Share and the terms on which the Shares will be issued has been determined by the Board of the Company to be fair and reasonable to the Company and to all existing shareholders. The volume weighted average market price for the ordinary shares of the Company on the ASX in the 20 business day period prior to the date of this Notice was $0.09 (rounded).

The Shares will be issued no later than 60 days after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date.

If Resolution 2 is not approved, the Board of the Company will need to seek alternative sources of finance to fund the matters that the proceeds of issue of the Shares are intended to be applied towards (as mentioned above). The Board of the Company considers that no assurance can be given that alternative sources of finance can be found on more favourable terms (or within the 60 calendar day period referred to above).

RESOLUTION 3, 4, 5 AND 6 – Participation of Related Party in Issue of Shares

The Directors of the Company wish to participate in the Capital Raising, being a placement on the same terms and conditions as contained in the Explanatory Statement to raise $2,200,000 comprising a placement of up to 27,500,000 Shares at a price of 8 cents to sophisticated investors under separate placement agreements.

As noted, part of the placement to sophisticated investors is to director related parties to the Company, subject to Shareholder approval. Resolutions 3, 4,5 and 6 seek Shareholder approval to complete the placement to director related parties.

Chapter 2E of the Corporations Act

Under Chapter 2E of the Corporations Act a public company cannot give a “financial benefit” unless one of the exceptions to Section 208 apply or shareholders have in general meeting approved the giving of that financial benefit to the related party.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes a Director of the Company. Accordingly, the proposed issue of Shares to the Directors involves the provision of a financial benefit to a related party of the Company.

Section 210 of the Corporations Act provides that an entity does not need to obtain Shareholder approval to give financial benefit to a related party if the giving of the financial benefit would be reasonable in the circumstances if the related party and the entity are dealing at arm’s length (or terms less favourable than arm’s length).

As the Directors will be subscribing for Shares under the Placement on the same terms as the other investors and that the issue price is greater than the prevailing market price (based on the price of the Shares at the date of this Notice), the Board is of the view that Shareholder approval under Section 208 of the Corporations Act 2001 is not required.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company (which includes a Director).

If Resolutions 3, 4, 5 and 6 are passed the Directors of the Company may be issued Shares under the Capital Raising. Accordingly, approval for the issue of securities to a Director of the Company is required pursuant to Listing Rule 10.11.

Separate approval pursuant to ASX Listing Rule 7.1 is not required in order to issue Shares to the Director of the Company as approval is being sought under ASX Listing Rule 10.11. Shareholders should note that the issue of securities to the Director of the Company will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13 the following information is provided in relation to Resolutions 3, 4, 5 and 6.

• (a) the maximum number of Shares to be issued is 8,000,000 being:

• a. up to 5,000,000 Shares to Mr Baillie;

• b. up to 1,000,000 Shares to Mr Lambert;

• c. up to 1,000,000 Shares to Mr Macliver; and

• d. up to 1,000,000 Shares to Mr Fairclough;

• (b) the issue price of the Shares will be 8 cents per Share;

• (c) the Shares will be issued no later than 60 days after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;

• (d) the Shares will rank equally with the Company’s current issued shares; and

• (e) the funds raised from the issue of the Shares pursuant to the Capital Raising will be used to assist fund the acquisition of the business and assets of Phoneware Communications Systems Pty Ltd, and provide working capital in the general operation of the businesses.

Other than Mr Baillie in respect of Resolution 3, Mr Lambert in respect of Resolution 4, Mr Macliver in respect of Resolution 5 and Mr Fairclough in respect of Resolution 6, each of the Directors recommend that Shareholders vote in favour of the Resolutions as they are of the view that it is the best interests of Shareholders and the Company. Mr Baillie in respect of Resolution 3, Mr Lambert in respect of Resolution 4, Mr Macliver in respect of Resolution 5 and Mr Fairclough in respect of Resolution 6 do not wish to make a recommendation to Shareholders about these Resolutions as they have an interest in the outcomes.

ATTENDANCE AND VOTING ELIGIBILITY

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 10.30am WST on Tuesday 31[st] April 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

PROXIES

A member entitled to attend and vote at the General Meeting convened by the above Notice is entitled to appoint not more than 2 proxies to attend, and, on a poll, to vote in his stead. Where 2 proxies are appointed, and the appointment does not specify the proportion or number of votes that each proxy may exercise, each proxy may exercise one half of the votes of the member. A proxy need not himself be a member. Proxy forms must be deposited at or sent by facsimile transmission to the office of the Company at PO Box 1673, West Perth, Western Australia 6872. Fax no. +61 8 9212 4001 not less than 48 hours before the time fixed for the holding of the meeting.

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Stratatel Limited

ABN 63 088 257 729

Level 1, 1254 Hay Street West Perth, WA 6005 PO Box 1673 PROXY FORM West Perth, WA 6872 [T] +61 8 9212 4000 I/We ______________ [F] +61 8 9212 4001 [W] stratatel.com.au of __________________

being a member of Stratatel Limited are entitled to attend and vote hereby appoint:

---

of ______________

or, failing him/her, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held at Level 46, Bank West Tower, St Georges Terrace, Perth, WA at 10.30am WST on 2[nd] May 2008 and any adjournment thereof.

Proxies made in favour of the Chairman when the member has not indicated their voting intentions, will be voted in favour of the Resolutions.

Should the member desire to direct the proxy how to vote the member should place a mark in the appropriate box; otherwise the proxy may vote as he or she thinks fit, or abstain from voting.

Ordinary Business

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||||||
|---|---|---|---|---|
|Resolution no.|For|Against|Abstain|
|1.|Issue of Equity Securities||||
|2.|Issue of Equity Securities||||
|3.|Participation of Related Party in Issue of Shares – Baillie||||
|4.|Participation of Related Party in Issue of Shares – Lambert||||
|5.|Participation of Related Party in Issue of Shares – Macliver||||
|6.|Participation of Related Party in Issue of Shares – Fairclough||||

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OR

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions.

The Chairman will vote in favour of all of the resolutions if no directions are given.

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|---|---|
|Signed this day of 2008.|
|By: Individuals and joint holders|Companies (affix common seal if appropriate)|
|Signature|Director|
|Signature|Director / Company Secretary|
|Signature|Sole Director and Sole Company Secretary|

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Note:

This proxy form must be signed personally by the member or his attorney. A corporation must sign under its Common Seal (if applicable) or under the hand of its attorney and shall be duly attested by witnessing.