STRATABASE INC.
# 101, 34595 - 3rd Avenue
Abbotsford, British Columbia, Canada
V2S 8B7

MANAGEMENT PROXY CIRCULAR
(as of June 6, 2005 unless otherwise noted)

MANAGEMENT SOLICITATION OF PROXIES

This Management Proxy Circular is furnished to you in connection with the
solicitation of proxies by management of Stratabase Inc. ("we", "us" or the
"Company") for use at the annual general and special meeting (the "Meeting") of
shareholders of the Company to be held on June 29, 2005, and at any adjournment
of the Meeting. The Company will conduct its solicitation by mail and our
officers, directors and employees may, without receiving special compensation,
contact shareholders by telephone, electronic means or other personal contact.
We will not specifically engage employees or soliciting agents to solicit
proxies. We do not reimburse shareholders, nominees or agents (including brokers
holding shares on behalf of clients) for their costs of obtaining authorization
from their principals to sign forms of proxy. We will pay the expenses of this
solicitation.

APPOINTMENT OF PROXY HOLDER

The persons named as proxy holders in the enclosed form of proxy are the
Company's directors or officers. As a shareholder, you have the right to appoint
a person (who need not be a shareholder) in place of the persons named in the
form of proxy to attend and act on your behalf at the Meeting. To exercise this
right, you must either insert the name of your representative in the blank space
provided in the form of proxy and strike out the other names or complete and
deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney
duly authorized in writing or, if you are a corporation, by an authorized
director, officer, or attorney of the corporation.

VOTING BY PROXY

The persons named in the accompanying form of proxy will vote or withhold from
voting the shares represented by the proxy in accordance with your instructions,
provided your instructions are clear. If you have specified a choice on any
matter to be acted on at the Meeting, your shares will be voted or withheld from
voting accordingly. If you do not specify a choice or where you specify both
choices for any matter to be acted on, your shares will be voted in favour of
all matters.

The enclosed form of proxy gives the persons named as proxy holders
discretionary authority regarding amendments or variations to matters identified
in the Notice of Meeting and any other matter that may properly come before the
Meeting. As of the date of this Management Proxy Circular, our management is not
aware of any such amendment, variation or other matter proposed or likely to
come before the Meeting. However, if any amendment, variation or other matter
properly comes before the Meeting, the persons named in the form of proxy intend
to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are
to vote on any matter by marking an "X" in the appropriate space. If you wish to
give the persons named in the proxy a discretionary authority on any matter
described in the proxy, then you should leave the space blank. In that case, the
proxy holders nominated by management will vote the shares represented by your
proxy in accordance with their judgment.

RETURN OF PROXY

You must deliver the completed form of proxy to the Company's head office at the
address listed on the cover page of this Management Proxy Circular, not less
than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled
time of the Meeting or any adjournment.

REVOCATION OF PROXY

If you are a registered shareholder who has returned a proxy, you may revoke
your proxy at any time before it is exercised. In addition to revocation in any
other manner permitted by law, a registered shareholder who has given a proxy
may revoke it by either:
(a) signing a proxy bearing a later date; or
(b) signing a written notice of revocation in the same manner as the form
of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the Company's
head office at any time up to and including the last business day before the
scheduled time of the Meeting or any adjournment, or to the Chairman of the
Meeting on the day of the Meeting or any adjournment.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The Company is authorized to issue an unlimited number of common shares, of
which 10,914,972 common shares are issued and outstanding as of June 6, 2005.
The Company is also authorized to issue an unlimited number of preferred shares,
of which none have been issued as of June 6, 2005.

Persons who are registered shareholders at the close of business on June 6, 2005
will be entitled to receive notice of, attend, and vote at the Meeting. On a
show of hands, every shareholder and proxy holder will have one vote and, on a
poll, every shareholder present in person or represented by proxy will have one
vote for each share. In order to approve a motion proposed at the Meeting, a
majority of more than 50% of the votes cast will be required to pass.

The nominees for election to the board of directors who receive the greatest
number of votes cast for the election of directors by the shares present, in
person or by proxy, will be elected directors. Holders of common shares are not
allowed to cumulate their votes in the election of directors. The ratification
of the appointment of BDO Dunwoody LLP as the independent auditors for the
Company until the next annual general meeting will require the affirmative vote
of a majority of outstanding common shares present or represented and entitled
to vote at the Meeting. The approval of the disposition of the Assets (as
defined below) and the change of corporate name will require the affirmative
vote of at least two-thirds of the outstanding common shares present or
represented and entitled to vote at the Meeting.

To the knowledge of our directors and senior officers, the following persons
beneficially own, directly or indirectly, or exercises control or direction
over, shares carrying more than 10% of all voting rights as of June 6, 2005:

- ---------------------------------------- ------------------------------- ----------------------------------------------
Name of Shareholder Number of Shares Owned Percentage of Issued and Outstanding Shares
- ---------------------------------------- ------------------------------- ----------------------------------------------

Trevor Newton 2,897,400 26.55 %
- ---------------------------------------- ------------------------------- ----------------------------------------------

ELECTION OF DIRECTORS

Directors of the Company are elected at each annual general meeting and hold
office until the next annual general meeting or until that person sooner ceases
to be a director. The shareholders will be asked to pass an ordinary resolution
to set the number of directors of the Company at 3 for the next year, subject to
any increases permitted by the Company's By-Laws.

Unless you provide other instructions, the enclosed proxy will be voted for the
nominees listed below, all of whom are presently members of the Board of
Directors. Management does not expect that any of the nominees will be unable to
serve as a director. If before the Meeting any vacancies occur in the slate of
nominees listed below, the person named in the proxy will exercise his or her
discretionary authority to vote the shares represented by the proxy for the
election of any other person or persons as directors.

Management proposes to nominate the persons named in the table below for
election as director. The information concerning the proposed nominees has been
furnished by each of them:

- -------------------------------- ------------------------ -------------------------- -----------------------------------
Name, Jurisdiction of Director Since Number of Shares Principal Occupation and, if Not
Residence and Present Beneficially Owned, Previously Elected, Principal
Office Held Directly or Indirectly, Occupation during the Past Five
or over which Control or Years
Direction is Exercised(1)
- -------------------------------- ------------------------ -------------------------- -----------------------------------

Trevor Newton
Abbotsford, BC November 1998 2,897,400 Chief Executive Officer
President, Secretary,
Treasurer and CEO
- -------------------------------- ------------------------ -------------------------- -----------------------------------
Fred Coombes
West Vancouver, BC January 1999 912,300 Vice-President
Vice-President
- -------------------------------- ------------------------ -------------------------- -----------------------------------
Scott Praill
Vancouver, BC October 2002 60,000 Director
- -------------------------------- ------------------------ -------------------------- -----------------------------------

(1) As at June 6, 2005.

All of the nominees reside in Canada

Pursuant to section 171(1) of the Business Corporations Act (Canada), the
Company is required to have an Audit Committee comprised of at least three
directors, a majority of whom are not officers or employees of the Company. The
current member of the Audit Committee is Scott Praill. The Company intends to
nominate two additional directors to the Audit Committee. The Company has
established an Option Committee and a Compensation Committee, each consisting of
Trevor Newton and Fred Coombes. The Option Committee recommends and grants
options to individuals under the stock option plans adopted by the Company. The
Compensation Committee recommends and grants compensation to individuals who
work for the Company, including the directors and officers.

EXECUTIVE COMPENSATION

Compensation of Named Executive Officers

This section provides particulars of compensation paid to the following
executive officers for services to the Company during the most recently
completed financial year: (a) the Chairman and any Vice-Chairman of the Board of
Directors of the Company, where that Chairman or
Vice-Chairman performs functions of the office on a full-time basis;
(b) the President of the Company;
(c) any Vice-President in charge of a principal business unit of the
Company, such as sales, finance or production; and
(d) any officer of the Company or of a subsidiary who performs a
policy-making function in respect of the Company, whether or not the
officer is also a director of the Company or its subsidiary,

(each of whom is a "Named Executive Officer").

The Company has 3 Named Executive Officers. During the most recently completed
financial year, the Company paid or accrued to the Named Executive Officers an
aggregate USD $90,000 in salaries, USD $56,074 in fees, for a grand total of USD
$146,074 in cash compensation.

The terms of employment of the Named Executive Officers are by an oral agreement
with the Company. Either the Company or the Named Executive Officer may
terminate the oral agreement on reasonable notice.

Incentive Stock Options to Named Executive Officers

The Company has two stock option plans pursuant to which employees, directors
and consultants and other agents of the Company may be granted options to
purchase shares of the Company.

In February 2000, the Company adopted its 2000 Stock Option Plan (the "2000
Plan"). The 2000 Plan provides for the granting of up to 1,750,000 stock options
to key employees, directors and consultants, to purchase common shares of the
Company. During 2002, the Company adopted its 2002 Stock Option Plan (the "2002
Plan"). The 2002 Plan provides for the granting of up to an additional 1,750,000
stock options to key employees, directors and consultants, to purchase common
shares of the Company. Under both the 2000 Plan and the 2002 Plan, the granting
of incentive and non-qualified stock options, exercise prices and terms are
determined by the Company's Option Committee, a committee designated to
administer the 2000 and 2002 Plans by the Board of Directors.

The following table summarizes information concerning outstanding and
exercisable stock options under the 2000 and 2002 Plans at December 31, 2004:

Remaining Range of Number of Weighted Number of Weighted
Exercise Prices Options Average Options Average
Outstanding Contractual Life Exercise Currently Exercise Price
(in Years) Price Exercisable
- --------------------- ------------------ ------------------ -------------- --------------- ----------------

$0.50 - $0.60 480,000 6.74 $ 0.55 480,000 $ 0.55

$1.30 - $1.45 155,000 7.59 $ 1.33 115,000 $ 1.35
------------------ ---------------

635,000 595,000
================== ===============

There are 80,000 options available to be granted under the 2000 Plan and
1,420,000 options available under the 2002 Plan.

We did not grant any options to any Named Executive Officer during the most
recently completed financial year.

No Named Executive Officer exercised an option during the most recently
completed financial year.

The Company did not reprice downward any options held by any Named Executive
Officer during the most recently completed financial year.

Other Remuneration

The Named Executive Officers did not receive any non-cash compensation during
the last financial year.

Termination of Employment or Change of Control

We have no plan or arrangement to pay or otherwise compensate any Named
Executive Officer if his employment is terminated as a result of resignation,
retirement, change of control, etc. or if his responsibilities change following
a change of control, where the value of this compensation exceeds $60,000 per
Named Executive Officer.

Compensation of Directors

We did not pay our directors in their capacities as directors during the most
recently completed financial year.

We did not grant options to any directors, other than the Named Executive
Officers, during the most recently completed financial year.

None of our directors, other than the Named Executive Officers, exercised any
options during the most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of our directors or senior officers, proposed nominees for election as
directors, or associates of any of them, is or has been indebted to the Company
or our subsidiaries at any time since the beginning of the most recently
completed financial year and no indebtedness remains outstanding as at the date
of this Management Proxy Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a
director of the Company, and no associate or affiliate of any of these persons,
has any material interest, direct or indirect, in any transaction since the
commencement of our most recently completed financial year or in any proposed
transaction, which, in either case, has materially affected or will materially
affect the Company or any of our subsidiaries, other than as disclosed under the
headings "Disposition of Assets", "Executive Compensation" and "Particulars of
Matters to be Acted On".

For the purposes of this Management Proxy Circular, an "informed person" means:
(a) a director or executive officer of the Company;
(b) a director or executive officer of a company that is itself an informed
person or subsidiary of the Company; and
(c) any person or company who beneficially owns, directly or indirectly, or
who exercises control or direction over, common shares of the Company
carrying more than 10 percent of the votes attached to all outstanding
voting shares of the Company.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given in this solicitation will be
voted for the re-appointment of BDO Dunwoody LLP, Chartered Accountants, of
Vancouver, British Columbia, as our auditor to hold office until the next annual
general meeting. We propose that the Board of Directors be authorized to fix the
remuneration to be paid to the auditor. BDO Dunwoody LLP was first appointed our
auditor in 2003.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

None of our directors or senior officers, no proposed nominee for election as a
director of the Company, none of the persons who have been directors or senior
officers of the Company since the commencement of our last completed financial
year, and no associate or affiliate of any of these persons, has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted on at the Meeting, other than as disclosed
under the headings "Disposition of Assets" and "Particulars of Matters to be
Acted On".

PARTICULARS OF MATTERS TO BE ACTED ON

Management is not aware of any other matter to come before the Meeting other
than as set forth in the Notice of Meeting. If any other matter properly comes
before the Meeting, the persons named in the enclosed form of proxy intend to
vote the shares represented thereby in accordance with their best judgement on
that matter.

DISPOSITION OF ASSETS

Our Board of Directors has determined that it is in our best interests to divest
of all of our interest in the Assets (as defined below) to a private company
controlled by Trevor Newton, our Chairman, Chief Executive Officer, and
President. In that regard, we and Mr. Newton have entered into a Letter of
Intent dated as of June 6, 2005 (the "Letter of Intent"), whereby Mr. Newton has
agreed to purchase from us the Assets, which will include, but are not limited
to, all trademarks, web pages, and domain names related to the Relata and Resync
software, the rights to the Relata and Resync source code as well as rights to
the Stratabase, Relata and Resync names, and will specifically exclude all cash,
cash equivalents, equipment and furniture. The purchase price for the Assets
will be determined based on an independent valuation being prepared at the
request of the Board of Directors by the firm of Evans & Evans, Inc. of
Vancouver, British Columbia. Subject to the results of the independent
valuation, the purchase price is expected to be within the range of USD $120,000
to USD $140,000.

The purchase price will be paid by way of the issuance of a promissory note
which will be due one year from the date of the completion of the sale of the
Assets. Mr. Newton will have at his sole discretion, the right to convert the
promissory note to equity in his private company. If Mr. Newton chooses to
convert the promissory note to equity, it will be converted into shares of his
company at market value. The promissory note will be secured by all of the
assets acquired by Mr. Newton. Mr. Newton may locate an alternate buyer for the
assets or assign his rights under the Letter of Intent, provided that the terms
of sale of the Assets to such alternate buyer or assignee will remain
substantially the same as described above.

The Letter of Intent will be replaced by a definitive agreement of purchase and
sale, subject to the valuation and final approval of the disposition of the
Assets by the board of directors ("Board"), with Trevor Newton abstaining from
voting. The disposition is subject to shareholder approval as described below
and to the final determination of the directors of the Company to proceed with
the transaction.

Reasons for Disposition

Our Board has determined that it is not in the best interests of the Company to
proceed with the marketing and continued development of its software products
and services. This determination is based on the lack of sales of the software
that the Company has generated to date and the lack of financial resources
needed to re-build our sales force, which was lost when we closed our second
office. We have no sales force, and direct mail and sales through the Internet
require financial resources that we do not have. Based on the lack of sales to
date, it is possible that no market exists for our products and that a
commercially viable amount of sales may not be possible. Management has decided
that the software has not demonstrated commercial viability to the extent
necessary to justify its continued development. Therefore, the Assets must be
disposed of in order for us to focus on new opportunities as may be presented.

Our management noted that we have not generated any sales of our software
products as contemplated in our business plan, which is in part due to the lack
of ability to finance marketing and in part due to a lack of a sales force that
resulted when we closed our second office. Given the inability to finance and
market our software products, and the uncertainty regarding the existence of a
market for our products, the Board has determined that a disposition of the
Assets is required in order to restructure the Company including without
limitation attracting additional capital, acquiring a new business and/or
assets, and generally to build shareholder value.

The decision is also based in part on a review of the market price of the shares
of the Company. The Company is traded on the OTC Bulletin Board. In the last 12
months the shares have traded on the OTC Bulletin Board at a high of US$0.70 to
a low of US$0.15, with the last trade posted at US $0.30 on June 7, 2005. The
average monthly volume of trades on the OTC Bulletin Board in the last 12 months
from the date of this Information Circular is approximately 4,290. We do not
think that it is in the interest of our public shareholders to maintain
ownership of the Assets.

Independent Valuation Report

The Board has engaged Evans & Evans, Inc. of Vancouver, British Columbia to
prepare an independent valuation report in order to assist with the shareholders
with the approval of the transaction. The valuation report will provide a range
of fair market values of the Assets, and will be determinative of the final
purchase price for the Assets. A copy of the valuation will be available at the
Meeting, and copies will also be provided to any registered shareholders free of
charge on request made to the Company by (i) mail to Suite 101, 34595 3rd
Avenue, Abbotsford, B.C., V2S 8B7; or (ii) telephone to: (604) 504-5811.

Description of the Assets

Information concerning the proposed transaction with the Company is discussed in
Annex "A" attached to this Information Circular.

Approval Sought

The disposition of the Assets pursuant to the Letter of Intent may constitute a
sale of substantially all of the assets of the Company. Pursuant to section
189(3) of the Canada Business Corporations Act and the Articles of Continuance
of the Company, such a transaction would require approval by a two-thirds
majority of the shares properly voted at the Meeting. Accordingly shareholders
are asked to approve the following special resolution:

"BE IT RESOLVED BY SPECIAL RESOLUTION THAT the sale of the Company's software,
intangible, and other assets associated with the present business of the
Company, but excluding other non-cash or cash equivalent assets be approved, and
the directors be authorized to take all necessary action to effect such
disposition and any amendments thereto and the directors be further authorized
to not proceed with the disposition in their discretion."

Shareholder Rights of Dissent

Pursuant to Section 190 of the Canada Business Corporations Act (the "Act") each
shareholder of the Company may be entitled to dissent to the resolution
approving the disposition of the Assets by the Company. The following is a
summary of the operation of the provisions of the Act relating to shareholder's
dissent rights. Any shareholder of the Company considering the exercise of his
right of dissent should seek their own legal advice since failure to comply
strictly with the provisions of the Act may prejudice their right of dissent.

Notice of Dissent: A shareholder intending to dissent in respect of the
resolution must, send written notice of dissent to the Company at or before the
Meeting at which the resolution is to be passed. The notice of dissent should be
delivered to the Company's at the following address: Suite 101, 34595 3rd
Avenue, Abbotsford, British Columbia, V2S 8B7. A notice of dissent should set
out the identification of the holder whose shares are the subject of the
dissent, a current contact address for the holder, and the number of shares of
the Company held by the holder. A shareholder wishing to dissent must dissent
with respect to all of the shares, registered in the shareholder's name. The
giving of a notice of dissent does not deprive a shareholder of his right to
vote on the resolution. A vote against the special resolution or the execution
or exercise of a proxy does not constitute notice of dissent.

Notice of Resolution: Within 10 days after the shareholders adopt the resolution
in respect of which a shareholder provides notice of dissent as described above,
the Company will send to each such shareholder a notice that the resolution has
been adopted. Shareholders who voted in favour of the resolution, not
withstanding that they may have filed a notice of dissent, are not entitled to
receive such notice from the Company.

Demand for Payment: Within 20 days after receiving the notice of resolution as
described above, the dissenting shareholders who wish to continue the dissent
process must send to the Company a written notice containing the shareholder's
name and address, the number of shares in respect of which the dissent right is
exercised, and a demand for payment of the fair value of such shares. This right
is only available to shareholders who initially filed a written notice of
dissent with the Company.

Share Certificates: A dissenting shareholder is required to send the
certificates representing the shares in respect of which the dissent right is
exercised to the Company or the transfer agent of the Company, within 30 days
after they have filed the notice containing the demand for payment. If a
dissenting shareholder fails to comply with this requirement, they forfeit their
right to make a claim of dissent.

Rights as Shareholder: After sending the notice of demand containing demand for
payment, a dissenting shareholder ceases to have any rights as shareholders,
except the right to be paid the fair market value of their shares as determined
under the Act, unless: (i) the shareholder withdraws the notice of dissent as
permitted under the Act; or (ii) the resolution in respect of which notice of
dissent was delivered authorizes the directors not to proceed with the subject
matter of the resolution, and the directors do not proceed with such matter.

Determination of Fair Value: Within 7 days after the later of the day on which
the action dissented from is effective and the day on which the Company receives
the notice containing a demand for payment, the Company will make a written
offer to pay for the shares of a dissenting shareholder that complies with the
dissent procedure set forth in the Act. The offer will set forth the amount
considered by the directors of the Company to be the fair value of the shares in
question, and a statement showing how the fair value was determined in the
circumstances. All dissenting shareholders will be offered the same
consideration.

If the payment of the fair value of the shares would render the Company
insolvent, then the Company will not make the payment, and will notify the
dissenting shareholders of such circumstance. In such circumstance, a dissenting
shareholder may elect to withdraw his or her notice of objection and be
reinstated as a shareholder.

CHANGE OF CORPORATE NAME

In connection with the disposition of the Assets, the Company is required to
change the corporate name. The directors accordingly propose to change the
corporate name from Stratabase Inc. to Strata Petroleum Inc. or such other name
as the directors may determine and that may be approved by Corporations Canada
and as will be presented at the meeting. The new name represents the new
business direction that the directors of the Company wish to explore in the oil
and gas exploration and extraction business. There is no guarantee that the
Company will proceed with engaging in such oil and gas activities and
shareholders are cautioned not to rely on the name change as an indication that
the Company will pursue such activities.

Pursuant to section 173 of the Canada Business Corporations Act and the Articles
of Continuance of the Company, the transaction will require approval by a
two-thirds majority of the shares properly voted at the Meeting.
Accordingly shareholders are asked to approve the following special resolution:

"BE IT RESOLVED BY SPECIAL RESOLUTION THAT the name of the corporation be
changed to Strata Petroleum Inc. or such other name as the directors may present
to the meeting that is approved by Corporations Canada

CHANGE OF CORPORATE BUSINESS

In connection with the disposition of the Assets, the Company will be changing
from the business of software development to oil and gas exploration and
extraction. The directors accordingly propose to change the corporate business
purpose. There is no formal requirement to obtain shareholder approval to the
proposed change in business purpose, however management wish to obtain
shareholder approval of such change on a simple majority basis. A failure to
obtain such majority approval will be taken by management as an indication to
review the proposed change in business and consider alternatives. Accordingly
shareholders are asked to approve the following ordinary resolution:

"BE IT RESOLVED THAT the Company change its business to oil and gas exploration
and extraction."

OTHER BUSINESS

As of the date of this circular, management knows of no other matters to be
acted upon at the Meeting. However, should any other matters properly come
before the Meeting, the shares represented by the proxy solicited hereby will be
voted on such matters in accordance with the best judgment of the persons voting
the shares represented by the proxy.

If any shareholder entitled to vote at an annual general meeting of the Company
wishes to propose any matter to be raised at the annual meeting to be held in
2006, such shareholder should submit the proposal in writing to the Company's
head office at the address listed on the cover page of this Management Proxy
Circular, not later than April 30, 2006.

The contents and the sending of this Management Proxy Circular have been
approved by the Board of Directors.

BY THE ORDER OF THE BOARD OF DIRECTORS OF

STRATABASE INC.

Trevor Newton

President

ANNEX "A"
To the Information Circular dated
June 8, 2005 respecting the
Annual & Special General
Meeting of Shareholders of
Stratabase Inc.

INFORMATION CONCERNING THE DISPOSITION OF THE ASSETS OF STRATABASE INC.

TABLE OF CONTENTS

- -------------------------------------------------------------- ----------
ITEM PAGE
- -------------------------------------------------------------- ----------
Summary of Transaction 12
- -------------------------------------------------------------- ----------
Description of the Company and the Assets 12
- -------------------------------------------------------------- ----------
Reasons for the sale of the Assets 14
- -------------------------------------------------------------- ----------
Trading in the Securities of the Company 14
- -------------------------------------------------------------- ----------
Ownership of Securities of the Company 15
- -------------------------------------------------------------- ----------
Recent Events 15
- -------------------------------------------------------------- ----------
Financial Statements 15
- -------------------------------------------------------------- ----------
Valuation 15
- -------------------------------------------------------------- ----------
Prior Valuations 17
- -------------------------------------------------------------- ----------
Approval of Transaction 17
- -------------------------------------------------------------- ----------

SUMMARY OF TRANSACTION

Our Board of Directors has determined that it is in our best interests to divest
of all of our interest in the Assets (as defined in the Circular) to a private
company controlled by Trevor Newton, our Chairman, Chief Executive Officer, and
President. In that regard, we and Mr. Newton have entered into a Letter of
Intent dated as of June 6, 2005 (the "Letter of Intent"), whereby Mr. Newton has
agreed to purchase the Assets from us. The purchase price will be fixed based on
the results of an independent valuation report being prepared at the request of
the Board of Directors of the Company, by Evans & Evans, Inc. of Vancouver,
British Columbia.

Mr. Newton will pay the purchase price pursuant to a promissory note which will
be due one year from the date of the completion of the definitive Sale
Agreement. Mr. Newton will have at his sole discretion, the right to convert the
promissory note to equity in his private company. If Mr. Newton chooses to
convert the promissory note to equity, it will be converted into shares of his
company at market value. The promissory note will be secured by all of the
assets acquired by Mr. Newton.

The completion of the purchase and sale of the Assets is subject to a definitive
agreement being entered into, as well as final approval of the Board of
Directors and of shareholders of the Company.

DESCRIPTION OF THE COMPANY AND THE ASSETS

History and Development of Stratabase

Stratabase was incorporated under the laws of the State of Nevada on November
18, 1998 and commenced operations in January 1999. We completed our initial
public offering in February 2000. Our headquarters are located at 34595 3rd
Avenue, Suite 101, Abbotsford, BC, V2S.8B7, Canada. The telephone number is
(604) 504-5811.

We are presently incorporated under the Canada Business Corporations Act. In
January 2003, the Company filed a proposal to effect a continuation of the
corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the
United States Securities and Exchange Commission (SEC). The Form S-4 was
declared effective on or about July 7, 2004 and submitted to the shareholders of
the Company. The special meeting of stockholders to vote on the adoption of the
plan of conversion was held on August 17, 2004 and a majority of the
shareholders approved the plan of conversion. Accordingly, the Company changed
its name to "Stratabase, Inc.," and continued to operate under the Canada
Business Corporations Act. The business and operations of Stratabase following
the conversion were identical in most respects to our current business, except
that we will no longer be subject to the corporate laws of the State of Nevada
but are subject to the Canada Business Corporations Act. The Canadian company is
liable for all the debts and obligations of the Nevada company, and the officers
and directors of the company are the officers and directors of Stratabase. On
August 17, 2004, Stratabase filed a Form 8-A with the SEC registering its
securities under Section 12(g) of the Securities Act of 1933.

Business Overview of Stratabase

Stratabase is a provider of Knowledge Worker Automation software. Knowledge
Worker Automation (KWA) software, of which Enterprise and CRM software are
components, is designed to allow enterprises to improve the efficiency of
knowledge workers. The KWA software we have produced consists of Web-based
software tools. These tools allow enterprises to manage relationships and
contacts, administer and organize time allocations, collaborate with others,
manage data, automate communications and productivity reporting, and conduct
data synchronization.

We have developed both proprietary and open source software. Although in the
past we have focused predominantly on developing open source code software, we
have altered our direction to focus on proprietary software development.

The software we have developed is:

o mostly web-based, meaning that it can be accessed through a standard Web
browser;

o designed to appeal to the needs of enterprises with hundreds of potential
users;

o adaptable, meaning that users can modify the functionality by establishing
preferences; and

o functionally reliable, as bug reports and performance statistics are
regularly monitored by our programming staff.

We previously generated revenues by selling databases of sales leads and mailing
lists, and providing technical services aimed to customize and improve the
quality of the databases we sold. Such technical services and customization
substantially occurred prior to sale of databases. Our open source software was
designed to allow users to interface with and manage these databases, and
customer relationships. It was the expectation of management that by giving the
software away for free and making it open source, we would create demand for our
database and technical services. However, the magnitude of these revenues was
not sufficient to generate the level of shareholder value that management felt
was expected by our shareholders.

In June 2003 we released a beta-version of the second phase of our proprietary
software (the software is called "Relata"). Subsequent to the release of the
beta-version of Relata, we changed our focus for Relata from customer
relationship management to knowledge worker automation. As a result, Relata was
redesigned so that it could be used to improve the productivity of individuals
and workgroups. In particular, a completely new front-end was developed and
several new modules were added. Relata has been designed for use with Resync. To
date, we have not received any revenue from the sale of Relata or Resynce.

Organizational Structure

The Company is not part of a group and has no subsidiaries.

Assets

The Assets consist primarily of (i) the Company's corporate name "Stratabase",
(ii) the rights to the source code of Relata and Resync, (iii) the rights to all
trademarks, domain names, and web pages for Relata and Resync, and (iv) the
rights to all supporting documentation for the Relata and Resync software. The
Assets do not include the cash and cash equivalents of the Company, or equipment
and furniture.

REASONS FOR THE SALE OF THE ASSETS

TRADING IN SECURITIES OF THE COMPANY

The common shares of the Company are listed and posted for trading on the OTC
Bulletin Board. The following table sets forth the high and low closing prices
(in US$) and volumes of the common shares traded for the twelve-month period
preceding the date of the Information Circular:

OTC Bulletin Board
igh ($) Low ($) Total
Month H Volume
June 1 - 7/05 $0.30 $0.30 2,000
May 2005 $0.30 $0.25 1,238
April 2005 $0.32 $0.25 1,800
March 2005 $0.40 $0.25 8,486
February 2005 $0.50 $0.40 1,552
January 2005 $0.70 $0.35 5,480
December 2004 $0.35 $0.16 5,209
November 2004 $0.30 $0.16 1,414
September 2004 $0.25 $0.15 4,152
August 2004 $0.24 $0.15 6,761
July 2004 $0.30 $0.19 7,690
June 2004 $0.42 $0.30 3,223
May 2004 $0.46 $0.40 3,309

OWNERSHIP OF SECURITIES OF THE COMPANY

Trevor Newton 2,897,400 26.55 %
- ---------------------------------------- ------------------------------- ----------------------------------------------

RECENT EVENTS

On February 14, 2005, the Company closed a private placement of 1,000,000 units
at USD $0.30 per unit for a total offering price of $300,000. The Company
offered the units pursuant to an exemption from registration under Section 4(2)
of the Securities Exchange Act of 1934, as amended, and/or the provisions of
Regulation D promulgated thereunder. Each unit consists of the following: (a)
one common share, no par value, of the Company (the "Common Share"); (b) one
Class A Warrant exercisable for one Common Share at an exercise price of USD
$0.50 for a period of five years commencing on February 14, 2007; and (c) one
Class B Warrant exercisable for one Common Share at an exercise price of USD
$0.80 for a period of four years commencing on February 14, 2008. The Company
has the right to accelerate the exercise date or reduce the exercise price of
the Class A and Class B Warrants. Two non-US investors purchased the units
offered by the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31,
2004 were filed with the United States Securities Commission on a report on Form
20-F. They may be viewed at www.sec.gov. In addition, copies of such statements
may be obtained by Shareholders of the Company, without charge, upon request to
the Secretary of the Company at Suite 101, 34595 3rd Avenue, Abbotsford, B.C.,
V2S 8B7.

VALUATION

Engagement of Valuator

Our Board has engaged Evans & Evans, Inc. of Vancouver ("Evans") to prepare an
independent valuation report (the "Evans Report") in order to assist with their
approval of the transaction. The Evans Report was prepared with respect to the
fair market value of the Assets as at June 6, 2005. The Company will be paying
Evans directly for the Evans Report.

Credentials of Valuator

Evans is an independent chartered business valuation firm. The Evans Report
preparation, and related fieldwork and due diligence investigations, will be
carried out by Michael A. Evans, Richard W. Evans and Jennifer Lucas.

Since founding Evans in 1989, Michael A. Evans has been involved in the
preparation of over 500 technical and assessment reports, business plans,
business valuations and feasibility studies for submission to various Canadian
stock exchanges and securities commissions, as well as for private purposes. Mr.
Evans holds: a Bachelor of Business Administration degree from Simon Fraser
University, British Columbia (1981); a Master's degree in Business
Administration from the University of Portland, Oregon (1983); and the
professional designations of chartered Financial Analyst (CFA) and Chartered
Business Valuator (CBV). He is a member of the Association for Investment
Management and Research (AIMR), the Institute of Chartered Financial Analysts
(ICFA), the Vancouver Society of Financial Analysts (VSFA), the Canadian
Institute of Chartered Business Valuators and the American Society of
Appraisers.

Richard W. Evans has been involved in the preparation of over 300 reports
similar to those of Michael A. Evans since joining Evans in 1992. Richard W.
Evans has over eighteen years' experience in the computer and technology
industries and was involved with over fifty software, hardware and
telecommunications organizations. Mr. Evans holds: a Bachelor of Business
Administration degree from Simon Fraser University (1981); a Master's degree in
Business Administration from the University of Portland, Oregon (1984); and the
professional designation of Chartered Business Valuator (CBV). He is a member of
the Canadian Institute of Chartered Business Valuators and the American Society
of Appraisers.

Jennifer Lucas, MBA, CBV joined Evans in 1997 and has since been involved in
writing and reviewing over 200 valuation and due diligence reports for public
and private transactions. She possesses several years of relevant experience as
an analyst in the public and private sector in British Columbia and
Saskatchewan. Ms. Lucas holds: a Bachelor of Commerce degree from the University
of Saskatchewan (1993), a Masters in Business Administration degree from the
University of British Columbia (1995); and the professional designation of
Chartered Business Valuator. She is also a member of the Canadian Institute of
Chartered Business Valuators and the American Society of Appraisers.

Independence of Valuator

Evans is, for the purposes of preparing the Evans Report, an independent
chartered business valuation firm. None of the partners, employees or associates
of Evans has, or anticipates the acquisition of any interest in the assets,
shares or business undertakings of the Company, NEWCO and/or the Assets. Neither
Evans nor any of its affiliates are an advisor to the Company.

Scope of Review

In preparing the valuation of the Assets, Evans will carry out the work
necessary to complete the valuation and rely primarily on information, materials
and representations provided by the Company's management and associated
representatives. Evans will also conduct other investigative exercises as it
deems appropriate, which may include conversations with third party advisors and
tax professionals. We will provide Evans with access to management of the
Company and their advisors. The Company will take reasonable steps to assure
that Evans is not denied any type of requested information that might be
considered to be material to the valuation.

Copy of Valuation

A copy of the Evans Report will be available at the Meeting, and, on and after
the delivery of the final Evans Report to the Company, which is expected to be
no later than June 10, 2005 a copy of the Evans Report will also be provided to
any registered shareholders free of charge on request made to the Company by (i)
mail to Suite 101, 34595 3rd Avenue, Abbotsford, B.C., V2S 8B7; or (ii)
telephone to: (604) 504-5811.

PRIOR VALUATIONS

To the best of the knowledge of management of the Company, after reasonable
enquiry, there have been no prior valuations prepared in respect of the Assets
during the past 24 months.

APPROVAL OF TRANSACTION

The definitive Sale Agreement will be approved by our Board, with Trevor Newton
disclosing his interest in the transaction and abstaining from voting. The
disposition is subject to shareholder approval as described below, and to the
final determination of the directors of the Company to proceed with the
transaction.

DIVIDENDS

The Company has no restrictions that could prevent the payment of dividends on
its common shares. The Company has no current plans to declare dividends or to
implement a dividend policy before or after the disposition of the Assets.