JCURVE SOLUTIONS LTD — Regulatory Filings 2014

Apr 23, 2014

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24 April 2014

Mr James Rowe Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

RESPONSE TO ASX AWARE LETTER

We refer to your letter dated 17 April 2014 and respond to each of the questions set out in that letter below:

1. Does the entity consider the information contained in the Acquisition and Capital Raising Announcement to be information that a reasonable person would expect to have a material effect on the price or value of its securities?

Yes.

1. If the answer to question 1 is “no”, please advise the basis for that view.

Not applicable.

1. If the answer to question 1 is “yes”, when did the Entity first become aware of the information in the Acquisition and Capital Raising Announcement?

JCurve Solutions Limited (JCurve) (The Company) had first preliminary discussions with The Full Circle Group regarding the possibility of the acquisition in mid February 2014.

The Company first became aware of the possibility of a capital raising on 10 April 2014 following feedback from the Company’s broker after the road show presentations the previous week.

1. If the answer to question 1 is “yes” and the Entity first became aware of the information prior to receiving and/or responding to the ASX Price Query, did the Entity make any announcement prior to the relevant date which disclosed the information? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you consider the Entity was obliged to release the information under Listing Rules 3.1 and 3.1A and what steps the Entity took to ensure that the information was released promptly and without delay?

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The board of the Company met and approved the Acquisition and the Capital Raising on the evening of Monday 14 April and resolved to proceed with a book build for capital raising and enter into the Heads of Agreement with respect to the Acquisition. Until this time the Company was not in a position to nor was it obliged to release this information under Listing Rule 3.1. Prior to commencement or trading of the market on Tuesday 15 April 2014 the Company requested an immediate trading halt on Tuesday 15[th] April 2014. Once the Heads of Agreement was executed in respect of the Acquisition and the book build completed in respect of the Capital Raising the Company made the announcement to the market on Thursday 17[th] April 2014. Prior to this, it was the Company’s view that any information in relation to the Acquisition and Capital Raising was at all times prior to trading halt either information to which Listing Rule 3.1 did not apply and then once listing Rule 3.1 did apply was information to which Listing Rule 3.1A applied. A timeline of relevant events is set out below.

On Thursday 3 April 2014 the Company lodged a presentation regarding the business of the Company.

On Monday 7 April 2014 the Company commenced a road show presentation to various broking houses in Sydney, Melbourne and New Zealand which continued until the end of the week Friday 11 April 2014. The road show was received very favorably. The share price rise occurred during the week of these road show presentations. The Company had at the end of 2013 completed a significant acquisition. The presentation was conducted purely to bring the investors up to date on the Company’s potential in the Cloud computing space and made no reference to the Acquisition or Capital Raising. It was apparent from the road show that there was a lack of knowledge and understanding of the business of the Company and the opportunities it represented. The presentation and the Company were very well received during the road show.

The Company received and responded to an ASX Price and Volume Query on the morning of 9 April 2014. At that time, there were still key outstanding commercial issues to be resolved with the proposed Acquisition and accordingly no certainty around whether the Acquisition would proceed. Further the Company required additional working capital if it was to proceed with the Acquisition.

The key outstanding commercial issues relating to the Acquisition were discussed at a board meeting of the Company on the evening of 9 April 2014 and guidance was given to management regarding these issues. Subsequently these issues were resolved by management over the following days and lawyers were instructed to incorporate the principles into a draft Heads of Agreement.

On Monday 14 April 2014 the Company sought feed back from the supporting broker who assisted with the road show presentations the week previous. The feed back was that the road show presentation was well received and accordingly that the supporting broker felt there would be support for a capital raising.

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On the evening of Monday 14 April the board of the Company met. With all key commercial issues resolved in respect of the Acquisition and the positive feed back from the supporting broker that a capital raising could successfully be completed the board approved the Acquisition and to commence a capital raising book build. Accordingly a trading halt was immediately requested prior to commencement of trade on Tuesday 15 April 2014.

A book build process for the Capital Raising was undertaken and completed over the next couple of days and the Acquisition and Capital Raising were announced on Thursday 17 April 2014.

1. Please confirm that the Entity is in compliance with Listing Rules and, in particular, Listing Rule 3.1.

I further confirm that the Company is in compliance with the ASX Listing Rules and, in particular, Listing Rule 3.1.

Yours faithfully

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Sarah Smith Company Secretary

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 40 Central Park 152-158 St George’s Terrace PERTH WA 6000

GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 www.asx.com.au

24 April 2014

Sarah Smith Company Secretary JCurve Solutions Limited C/- Grange Consulting Group Pty Ltd 945 Wellington Street WEST PERTH WA 6005

Email: ss@grangeconsulting.com.au

Dear Sarah

JCurve Solutions Limited (the “Entity”)

ASX Limited (“ASX”) refers to the following:

1. The Entity’s announcement entitled “JCurve Solutions raises A$2.5m in an oversubscribed share placement to fund rapid growth plans and announces acquisition of the Full Circle Group” lodged with ASX Market Announcements Platform and released at 9:46 am EST on Thursday, 17 April 2014 (the “Acquisition and Capital Raising Announcement”).

2. The Entity’s request for a trading halt in relation to a proposed acquisition released at 9:16 am EST on Tuesday, 15 April 2014 (“Trading Halt”).

3. The Entity’s response to an ASX price query letter (“ASX Price Query”) released at 12:51 pm EST on Wednesday, 9 April 2014 confirming that the Entity was not aware of any information concerning it, that had not been announced and which, if known, could be an explanation for recent trading in the securities of the Entity.

4. Listing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities.

5. The definition of “aware” in Chapter 19 of the Listing Rules. This definition states that:

6. “ an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity.”

Additionally, you should refer to section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B “When does an entity become aware of information” .

1. Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure, provided that each of the following are satisfied.

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• “3.1A Listing rule 3.1 does not apply to particular information while each of the following requirements is satisfied in relation to the information:

  • 3.1A.1 One or more of the following applies:

    • It would be a breach of a law to disclose the information;

    • The information concerns an incomplete proposal or negotiation;

    • The information comprises matters of supposition or is insufficiently definite to warrant disclosure;

    • The information is generated for the internal management purposes of the entity; or

    • The information is a trade secret; and

  • 3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and

  • 3.1A.3 A reasonable person would not expect the information to be disclosed.”

• ASX’s policy position on the concept of “confidentiality” which is detailed in section 5.8 of Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B “Listing Rule 3.1A.2 – the requirement for information to be confidential” . In particular, the Guidance Note states that:

“Whether information has the quality of being confidential is a question of fact, not one of the intention or desire of the listed entity. Accordingly, even though an entity may consider information to be confidential and its disclosure to be a breach of confidence, if it is in fact disclosed by those who know it, then it ceases to be confidential information for the purposes of this rule.”

“If an entity advises ASX that there is market sensitive information that has not been disclosed in reliance on Listing Rule 3.1A (as it must when it is asked that question by ASX) and it is not able to point to any other event or circumstance which explains the movement in the market price or traded volumes of its securities, ASX has no choice but to assume that the information in question has become known to some of those trading in the market and therefore is no longer confidential. Upon the entity being advised by ASX that it is of the view that the information has ceased to be confidential, Listing Rule 3.1A will no longer apply and the entity will then be obliged to make an immediate announcement about the information under Listing Rule 3.1.”

Having regard to the above, we ask that you answer the following questions in a format suitable for release to the market in accordance with Listing Rule 18.7A:

1. Does the Entity consider the information in the Acquisition and Capital Raising Announcement to be information that a reasonable person would expect to have a material effect on the price or value of its securities?

2. If the answer to question 1 is “no”, please advise the basis for that view.

3. If the answer to question 1 is “yes”, when did the Entity first become aware of the information in the Acquisition and Capital Raising Announcement? In answering this question, please also confirm whether the Entity became aware of any of the information in the Acquisition and Capital Raising Announcement prior to the Entity receiving and/or responding to the ASX Price Query and please comment specifically on whether any negotiations or discussions regarding the transactions the subject of the Acquisition and Capital Raising Announcement had already commenced.

4. If the answer to question 1 is “yes” and the Entity first became aware of the information prior to receiving and/or responding to the ASX Price Query, did the Entity make any announcement prior

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to the relevant date which disclosed the information? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you consider the Entity was obliged to release the information under Listing Rules 3.1 and 3.1A and what steps the Entity took to ensure that the information was released promptly and without delay.

1. Please confirm that the Entity is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.

When and where to send your response

This request is made under, and in accordance with, Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by not later than half an hour before the start of trading (i.e. before 5.00 pm (WST)) on Thursday, 24 April 2014 . If we do not have your response by then, ASX will have no choice but to consider suspending trading in the Entity’s securities under Listing Rule 17.3.

You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, the Entity’s obligation is to disclose the information “immediately”. This may require the information to be disclosed before the deadline set out in the previous paragraph.

ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements Platform under Listing Rule 18.7A. Accordingly, your response should be in a form suitable for release to the market.

Your response should be sent by e-mail to tradinghaltsperths@asx.com.au and also to James Rowe at james.rowe@asx.com.au. It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Listing Rule 3.1

Listing Rule 3.1 requires a listed entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities. Exceptions to this requirement are set out in Listing Rule 3.1A.

The obligation of the Entity to disclose information under Listing Rules 3.1 and 3.1A is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

In responding to this letter, you should have regard to the Entity’s obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B .

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in the Entity’s securities under Listing Rule 17.1.

If you wish a trading halt, you must tell us:

• the reasons for the trading halt;

• how long you want the trading halt to last;

• the event you expect to happen that will end the trading halt;

• that you are not aware of any reason why the trading halt should not be granted; and

• any other information necessary to inform the market about the trading halt, or that we ask for.

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We may require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted.

You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions .

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

Jenny Cutri Assistant Manager, Listings Compliance (Perth)

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