COMPLII FINTECH SOLUTIONS LTD - AGM Information 2013

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RESOURCE STAR LIMITED

ACN 098 238 585

NOTICE OF 2013 ANNUAL GENERAL MEETING

TIME: 12.15pm (AWST) DATE: Friday, 29 November 2013 VENUE: The Boardroom Nissen Kestel Harford Level 2, Spectrum 100 Railway Road SUBIACO WA 6008

The Annual Report is now available on the Company’s website via the following link:

http://www.resourcestar.com.au/

This is an important document. If you are in any doubt as to how to act, you should consult your financial or legal adviser as soon as possible.

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The 2013 Annual General Meeting of Resource Star Limited will be held at

12.15pm (AWST) on Friday, 29 November 2013
Level 2 Spectrum, 100 Railway Road, SUBIACO, WA

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form:

post to Nissen Kestel Harford, PO Box 8281, Subiaco WA 6008;
facsimile to Nissen Kestel Harford on facsimile number 08 9367 8812 (within Australia) and +61 8 9367 8812 (outside of Australia)

so that it is received not later than 12.15pm (AWST) on Wednesday, 27 November 2013.

Proxy Forms received later than this time will be invalid.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEDST) on Wednesday 27 November 2013.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2013 Annual General Meeting of Resource Star Limited will be held at 12.15pm (AWST) on Friday, 29 November 2013 at Level 2 Spectrum, 100 Railway Road, Subiaco, WA.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Adoption of Annual Financial Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2013, which includes the Financials, the Directors’ and Auditor’s Reports.

1. Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2013.”

VOTING EXCLUSION STATEMENT: In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

However, a vote may be cast by such person if:

(a) That person is acting as proxy, the proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) The person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

2. Re-election of Mr Chris Burrell

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

“That, in accordance with clause 13.4(a) of the Company’s Constitution and for all other purposes, Mr Chris Burrell, a Director who was appointed to the Board on 9 April 2013, retires and being eligible, is re-elected as a Director of the Company.”

3. Re-election of Mr Charles (Bill) Guy

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

“That, in accordance with clause 13.4(a) of the Company’s Constitution and for all other purposes, Mr Charles (Bill) Guy, a Director who was appointed to the Board on 9 April 2013, retires and being eligible, is re-elected as a Director of the Company.”

4. Re-election of Mr Andrew Bell as Director

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

“That, in accordance with clause 13.2 of the Company’s Constitution and for all other purposes, Mr Andrew Bell, who retires by rotation in accordance with the Company’s Constitution, offers himself for re-election and is hereby re-elected as a Director of the Company.”

5. Ratification of Past Issue of 60,000 Unsecured Convertible Notes

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

“That, ratification is given for all purposes, including Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of unsecured convertible notes issued at a face value of AUD$60,000, to Ecometrix Pty Ltd and Ms B Alexandra for the purpose and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ecometrix Pty Ltd and Ms B Alexandra who participated in the issue and any associates of Ecometrix Pty Ltd and Ms B Alexandra. However, the Company need not disregard a vote if it is cast by a person as a 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 decides.

6. Ratification of Past Issue of 100,000 Unsecured Convertible Notes

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

“That, ratification is given for all purposes, including Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of unsecured convertible notes issued at a face value of AUD$100,000, to Red Rock Resources PLC for the purpose and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Red Rock Resources Plc who participated in the issue and any associates of Red Rock Resources Plc. However, the Company need not disregard a vote if it is cast by a person as a 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 decides.

7. Ratification of Past Issue of 250,000 Fully Paid Ordinary Shares

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

“That, ratification is given for all purposes, including Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of 250,000 fully paid ordinary Shares in the capital of the Company to the previous Exploration Manager , for the purpose and on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion : For the purposes of Listing Rule 7.5 the Company will disregard any votes cast on this Resolution by the previous Exploration Manager ( Mr B Khudeira) who participated in the issue and any associates of the previous Exploration Manager unless 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 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 decides.

8. Ratification of past issue of 5,000,000 Fully Paid Ordinary Shares

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

“That, ratification is given for all purposes, including under Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of 5,000,000 fully paid ordinary Shares in the capital of the Company to Thundelarra Ltd, for the purpose and on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion : For the purposes of Listing Rule 7.5 the Company will disregard any votes cast on this Resolution by Thundelarra Ltd who participated in the issue and any associates of Thundelarra Ltd unless 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 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 decides.

9. Ratification of Past Issue of 800,000 Fully Paid Ordinary Shares

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

“That, ratification is given for all purposes, including Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of 800,000 fully paid ordinary Shares in the capital of the Company to Ms B Alexandra, for the purpose and on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion : For the purposes of Listing Rule 7.5 the Company will disregard any votes cast on this Resolution by Ms B Alexandra who participated in the issue and any associates of Ms B Alexandra unless 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 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 decides.

10. Ratification of Past Issue of 733,334 Fully Paid Ordinary Shares

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

“That, ratification is given for all purposes, including Australian Securities Exchange Listing Rule 7.4 for the allotment and issue of 733,334 fully paid ordinary Shares in the capital of the Company to a previous Non-Executive Director, for the purpose and on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion : For the purposes of Listing Rule 7.5 the Company will disregard any votes cast on this Resolution by the previous Non-Executive Director (Mr R Benussi) who participated in the issue and any associates of the previous Non-Executive Director unless 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 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 decides.

11. Grant of Unlisted Options to Non-Executive Chairman

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

“That, approval is given for the grant of 1,500,000 Unlisted Options for nil consideration to the NonExecutive Chairman of the Company, Mr Andrew Bell or his nominee in accordance with Chapter 2E of the Corporations Act and Australian Securities Exchange Listing Rule 10.11, for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

12. Grant of Unlisted Options to Executive Director

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

That, approval is given for the grant of 3,500,000 Unlisted Options for nil consideration to the Executive Director of the Company, Mr Chris Burrell or his nominee in accordance with Chapter 2E of the Corporations Act and Australian Securities Exchange Listing Rule 10.11, for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

13. Grant of Unlisted Options to Non-Executive Director

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

“That, approval is given for the grant of 2,000,000 Unlisted Options for nil consideration to the NonExecutive Director of the Company, Mr Charles (Bill) Guy or his nominee in accordance with Chapter 2E of the Corporations Act and Australian Securities Exchange Listing Rule 10.11, for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

VOTING EXCLUSION STATEMENT FOR RESOLUTIONS 11 to13

The Company will disregard any votes cast on Resolutions 11 to 13 by a director of the and any associate of that director However, the Company need not disregard a vote if it is cast:

as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
by the chairman of 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 decides.

In addition, pursuant to the Corporations Act, the Company’s KMP or Closely Related Person are not permitted to cast a vote as a Proxy for a person permitted to vote, unless the Proxy Form either:

expressly authorises and directs the way the proxy is to vote on Resolutions 11 to 13; or
expressly authorises the Chairman of the Meeting to exercise the undirected proxy vote

SPECIAL BUSINESS

14. Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Australian Securities Exchange Listing Rule 7.1A and for all other purposes, approval is given for the Company to allot and issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Rule 7.1A.2 of the Listing Rules for the purposes and on the terms set out in the Explanatory Statement accompanying this Notice.”

Approval of a Special Resolution requires not less than 75% of votes of the Shareholders present in person or by proxy

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by any person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company need not disregard a vote if:

(a) 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
(b) It is cast by the Chairman as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

General Business

To consider any other business that may be brought forward in accordance with the Constitution of the Company.

By Order of the Board Eryn Kestel Company Secretary 28 October 2013

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the Resource Star Limited Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 12.15pm (AWST) on Friday, 29 November 2013 at Level 2 Spectrum, 100 Railway Road, Subiaco, WA.

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

ANNUAL FINANCIAL REPORT

The first agenda item is to receive the Annual Report of the Company for the year ended 30 June 2013, comprising the Financial Reports, Directors’ Report and Independent Auditor’s Report.

There is no requirement for Shareholders to approve the Annual Report of the Company for the year ended 30 June 2013.

However, Shareholders present at the Annual General Meeting will be able to:

(a) Ask the Directors’ present questions or make comment on the management of the Company; and
(b) Ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

Shareholders who are unable to attend the Annual General Meeting but would still like to ask questions in relation to the Annual Report of the Company for the year ended 30 June 2013 can submit written questions to the Chairman about the management of the Company, or to the Company’s Auditor about:

(a) The preparation and the content of the Auditor’s Report;
(b) The conduct of the 2013 audit;
(c) Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) The independence of the Auditor in relation to the conduct of the 2013 audit

The questions will need to be submitted no later than five (5) business days before the Annual General Meeting to the Company Secretary at the Company’s Registered Office.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. The resolution is advisory only and does not bind the company or the directors to the outcome passed. A failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

The Remuneration Report sets out the current remuneration policy/arrangements in place for the NonExecutive Directors and Managing Director. The Remuneration Report is part of the Director’s Report contained in the 2013 Annual Report as lodged on 30 September 2013.

The Director and Executive Remuneration Act which came into effect on 1 July 2011 provides Shareholders with the opportunity to remove the Board under the two strike rules, if, at consecutive annual general meetings, at least 25% of the votes cast on the Remuneration Report resolution are voted against adoption of the Report.

At the Company’s previous annual general meetings in 2011 and 2012 the votes cast against the Remuneration Report were less than 25%. Accordingly, a spill resolution is not required for the 2013 Annual General Meeting.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you do not want to specify the way the Chairman is to vote on Resolution 1, you must mark the acknowledgement box on the Proxy Form to expressly authorise the Chairman to exercise his discretion in exercising your proxy even though this Resolution is connected directly with remuneration of Key Management Personnel.

The Board of Directors unanimously recommends that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF MR CHRIS BURRELL AS DIRECTOR

In accordance with Clause 13.4(a) of the Constitution, the current directors may at any time appoint a person to be a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed holds office only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation (if any) at that meeting.

Mr Burrell was appointed to the Board by the directors on 9 April 2013 to fill a vacancy following the resignation of the Company’s Managing Director. In accordance with clause 13.4(a) of the Constitution, Mr Burrell, being eligible, offers himself for re-election as a director of the Company.

Mr Burrell has been practising in the area of commercial law for over twelve years and is the Managing Partner and founder of Fuse Advisory; a boutique corporate and legal advisory firm.

Mr Burrell provides advice to businesses on commercial and corporate advisory matters, workplace relations and dispute resolution. His daily activities focus on advising private and publicly listed companies on mergers and acquisitions, takeovers, capital raising, corporate compliance and governance, and other complex commercial and corporate transactions.

Before opening Fuse Advisory, Mr Burrell was the General Counsel and National Manger, Workplace and Risk for IPA Personnel Pty Ltd and held senior positions at a variety of organisations including the Master Builders Association, the South Australian Chamber of Commerce and Industry and the University of New England.

He also has held various board and committee positions for Australian Securities Exchange listed companies during his career, most recently as a director of Barwon Health (where he also chaired the Remuneration Committee and the Audit and Risk Committee) between 2006 and 2011.

RESOLUTION 3 – RE-ELECTION OF MR CHARLES (BILL) GUY AS DIRECTOR

Mr Charles (Bill) Guy was appointed to the Board by the directors on 9 April 2013 to fill a vacancy following the resignation of the Company’s Non-Executive Director. In accordance with clause 13.4(a) of the Constitution, Mr Guy, being eligible, offers himself for re-election as a director of the Company.

Mr Guy is an experienced geologist and exploration manager with more than twenty years’ experience in the mining, exploration, and environmental industries, including over ten years at consulting firms providing technical and consultancy services to the mining industry.

His career has encompassed both Australian and overseas projects including iron ore at the Cockatoo Island Mine at the Kimberleys in Western Australia, nickel laterite at Romblon in the Philippines, exploration

of the Mabuhay Epithermal Gold Project in the Philippines, and numerous mineral exploration projects within Western Australia.

Mr Guy is the former Exploration Manager for Jupiter Mines Ltd, where he implemented a management style and set of exploration protocols which enabled the projects to progress from a grass roots stage through to resource development planning. This approach led to the successful delineation of the Mt Mason DSO iron project and the Mt Ida magnetite iron project.

Mr Guy is a member of the Australian Institute of Geologists (AIG), and also serves as Managing Director of RAM Resources Limited.

RESOLUTION 4 – RE-ELECTION OF MR ANDREW BELL AS DIRECTOR

Clause 13.2 of the Company’s Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, shall retire from office and no Director (except a Managing Director) shall hold office for a period in excess of three (3) years, or until the third annual general meeting following his appointment, whichever is the longer, without submitting himself for re-election in accordance with Australian Securities Exchange Listing Rule 14.4.

The Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Director to retire at an annual general meeting is the one who has been longest in office since their last election.

The Company currently has two (2) Non-Executive Directors and one (1) Executive Director and accordingly one (1) must retire.

Mr Andrew Bell is the Director longest in office since his last election and accordingly retires by rotation in accordance with Clause 13.2 of the Constitution and being eligible for re-election, seeks re-election as a Director.

Mr Bell is a Lawyer with a Master in Arts and was appointed to the Board and as Chairman on 6 August 2007. Mr Bell is a former Mining Analyst, Fund Manager, and Investment Banker and is Chairman of Regency Mines PLC and of Red Rock Resources PLC, both companies listed on the AIM market of the London Stock Exchange.

The Directors, other than Mr Bell who has abstained, recommend the re-election of Mr Bell.

RESOLUTION 5 – RATIFICATION OF PAST ISSUE OF UNSECURED CONVERTIBLE NOTES

On the 5 September 2013; the Company advised that it had arranged for the Unsecured Convertible Note Facility as previously announced in June 2013 to be assigned to new parties in accordance with the transfer and assignment provisions of the Convertible Note Facility.

The Company has assigned 60,000 Notes with $60,000 new working capital funds being generated.

Resolution 5 now seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of these 60,000 Convertible Notes.

Australian Securities Exchange Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Australian Securities Exchange Listing Rule 7.4 sets out an exception to Australian Securities Exchange Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Australian Securities Exchange Listing Rule 7.1 (and provided that the previous issue did not breach Australian Securities Exchange Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Australian Securities Exchange Listing Rule 7.1.

If Shareholders ratify the issue of the 60,000 Convertible Notes, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Australian Securities Exchange Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

In accordance with Australian Securities Exchange Listing Rule 7.5, the following information is provided to Shareholders in relation to the ratification:

(a) the Company issued 60,000 Unsecured Convertible Notes with a face value of $60,000 - 10,000 Notes to Ms B Alexandra and 50,000 Notes to Ecometrix Pty Ltd;
(b) the Unsecured Convertible Notes were issued at a face value of $1.00 and are convertible into Shares at the election of the holder at a conversion price of 1.25 cents per Share at any time within twelve (12) months from the date of issue;
(c) the Notes were issued on 5 September 2013 and 16 October 2013 in accordance with the terms set out in Annexuere A
(d) a total of 4,800,000 Shares can be allotted upon conversion which will rank equally with the existing Shares on issue;
(e) funds raised of $60,000 from the issue of the Convertible Notes have already been used by the Company for working capital purposes including to meet statutory ASX and ASIC charges, financial reporting obligations and the payment of outstanding creditors including registry, rent, internet and legal fees;; and
(f) Ecometrix Pty Ltd is currently a Top 20 and Substantial Shareholder and Ms Alexandra is not a related party.

The Board recommends Shareholders vote in favour of Resolution 5 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months and generated “quick” working capital that the Company was able to put immediate use for tenement maintenance and yearly reporting obligations.

RESOLUTION 6 – RATIFICATION OF PAST ISSUE OF UNSECURED CONVERTIBLE NOTES

In accordance with an executed agreement first entered into in October 2008, Resource Star Limited accepted loans totalling $81,644 from Red Rock Resources Plc during the March 2013 quarter for working capital purposes.

In accordance with a signed Letter of Financial Support, Resource Star Limited accepted further cash funding totalling $20,000 from Red Rock Resources Plc during August 2013 to meet financial reporting obligations and required tenement expenditure.

The parties agreed in August 2013 that Red Rock Resources would convert as much of this debt possible through the issue of Securities in the Company.

Resolution 6 seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of 100,000 Unsecured Convertible Notes to Red Rock Resources Plc to extinguish the debt owed.

Listing Rule 7.4 states that an issue by a Company of Securities made without the approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s members subsequently approve it.

By obtaining Shareholder approval, the Company will retain the flexibility to issue 15% of the Company’s issued share capital in any twelve (12) months without first obtaining Shareholder approval.

The following information is provided to Shareholders in accordance with Australian Securities Exchange Listing Rule 7.5 to assess the merits of the Resolution:

(a) the Company issued one (1) Unsecured Convertible Note with a face value of $100,000 Red Rock Resources Plc;
(b) the Unsecured Convertible Note was issued at a face value of $1.00 and is convertible into Shares at the election of the holder at a conversion price of 1.25 cents per Share at any time within twelve (12) months from the date of issue;
(c) the Note was issued on 5 September 2013 in accordance with the terms set out in Annexure A;
(d) a total of 8,000,000 Shares can be allotted upon conversion which will rank equally with the existing Shares on issue;
(e) funds were not raised from the issue of the 80,000 Unsecured Convertible Notes - through the issue of these Notes, the Company’s debt to Red Rock Resources Limited was reduced from $81,644 to nil. Funds totalling $20,000 from the issue of the 20,000 Convertible Notes were used to meet statutory ASX annual fees, financial reporting obligations and required tenement expenditure; and
(f) Red Rock Resources Plc is currently a Top 20 and Substantial Shareholder.

The Board recommends Shareholders vote in favour of Resolution 6 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months and the conversion of the debt improved the Company’s financial position and balance sheet.

RESOLUTION 7 – RATIFICATION OF PAST ISSUE OF 250,000 FULLY PAID ORDINARY SHARES

On the 26 May 2011, Resource Star Limited announced the appointment of an experienced Exploration Manager; who was engaged to grow the Resource base at the Company’s Livingstonia Uranium Project in Malawi.

The terms of the original Consultancy Agreement saw the Exploration Manager contracted to the Company until 7 January 2013. Given that the Company was preserving committed cash resources and was starting to relinquish tenements, the Board made the decision not to renew another long term contract with the Exploration Manager but engage him on a more flexible arrangement that would still see the Company be able to access his services in relation to Livingstonia and Spinifex Projects but ending the committed monthly payments and reduce the Company’s costs.

Under the terms of the original contract, the Exploration Manager was entitled to be issued with unlisted options over shares in the Company as an incentive for performance. The unlisted options were never allotted and as at January 2013 were well out of the money. As part of the settlement of services between the Company and the Exploration Manager it was negotiated that the Company would issue fully paid Resource Star Limited shares to the Exploration Manager in satisfaction of the company’s obligations.

Resolution 7 now seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of these 250,000 fully paid Ordinary Shares.

If Shareholders ratify the issue of the 250,000 fully paid Ordinary Shares the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Australian Securities Exchange Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The following information is provided to Shareholders in accordance with Australian Securities Exchange Listing Rule 7.5 to assess the merits of Resolution 7:

a) the total number of fully paid Ordinary Shares issued and allotted to the Exploration Manager (Mr Baker Khudeira) was 250,000 in accordance with the terms of a negotiated settlement for services agreement;
b) the deemed issue price was 2 cents per Share and represents the average trading price for December 2012;
c) the Shares were issued on the 31 December 2012 and comprised approximately 0.0022% of the Company’s Share capital at the time of allotment;
d) the Shares allotted rank equally with the existing Shares on issue;
e) no funds were raised from the issue of the Shares as they were issued in conjunction with the termination of a Consultancy Agreement;
a) Mr Khudeira was not a related party of the Company and held no Securities in the Company prior to the allotment, the subject of Resolution 8.

The Board recommends Shareholders vote in favour of Resolution 7 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months and the cessation of a consultancy agreement with a service provider preserved the Company’s cash reserves and reduced committed expenditure.

RESOLUTION 8 – RATIFICATION OF PAST ISSUE OF 5,000,000 FULLY PAID ORDINARY SHARES

Resource Star Limited announced on 29 October 2012 that it had negotiated with its joint venture partner (Thundelarra Limited) and would be acquiring 100% of Spinifex Uranium Project E80/3572.

There were a number of condition precedents and regulatory approvals required for the finalisation of the acquisition in accordance with the Agreement for Sale of Mining Assets and other associated documentation, which were concluded on 26 July 2013 ( settlement date ).

The consideration agreed upon in accordance with the Agreement for Sale of Mining Assets was five (5) million Shares in Resource Star Limited and accordingly these Shares were allotted at settlement date.

Resolution 8 now seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of these 5,000,000 fully paid Ordinary Shares.

If Shareholders ratify the issue of the 5,000,000 fully paid Ordinary Shares the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Australian Securities Exchange Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The following information is provided to Shareholders in accordance with Australian Securities Exchange Listing Rule 7.5 to assess the merits of Resolution 8:

b) the total number of fully paid Ordinary Shares issued and allotted to Thundelarra Limited was 5,000,000 in accordance with the consideration terms of the terms of the Agreement for Sale of Mining Assets;
c) the deemed issue price was 1.5 cents per Share in accordance with the consideration terms of the terms of the Agreement for Sale of Mining Assets;
d) the Shares were issued on the 26 July 2013 and comprised approximately 0.039% of the Company’s Share capital at the time of allotment;
e) the Shares allotted rank equally with the existing Shares on issue;
f) no funds were raised from the issue of the Shares as they were issued in consideration for a tenement;
g) Thundelarra Limited is not a related party of the Company and held no Securities in the Company prior to the allotment, the subject of Resolution 8.

The Board recommends Shareholders vote in favour of Resolution 8 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months and afforded the Company the opportunity to acquire a potential uranium tenement.

RESOLUTION 9 – RATIFICATION OF PAST ISSUE OF 800,000 FULLY PAID ORDINARY SHARES

In September 2013 Resource Star Limited received a signed Notice of Exercise of Right to Convert 10,000 Unsecured Convertible Notes to fully paid Ordinary Shares.

Upon receipt of a properly signed and executed Conversion Notice the Company is obligated to accept the conversion request and process at the conversion price of 1.25 cents.

Resolution 9 now seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of these 800,000 fully paid Ordinary Shares.

If Shareholders ratify the issue of the 800,000 fully paid Ordinary Shares the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Australian Securities Exchange Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The following information is provided to Shareholders in accordance with Australian Securities Exchange Listing Rule 7.5 to assess the merits of Resolution 9:

a) the total number of fully paid Ordinary Shares issued and allotted were 800,000 in accordance with a Conversion Notice in respect to 10,000 Unsecured Convertible Notes;
b) the deemed issue price was 1.25 cents per Share in accordance with the terms and conditions of the Unsecured Convertible Notes;
c) the Shares were issued on the 13 September 2013 and comprised approximately 0.006% of the Company’s Share capital at the time of allotment;

d) the Shares allotted rank equally with the existing Shares on issue;
e) no funds were raised from the conversion of the Unsecured Convertible Notes;
f) Ms B Alexandra is not a related party of the Company and held only 10,000 Unsecured Convertible Notes in the Company prior to the allotment, the subject of Resolution 9.

The Board recommends Shareholders vote in favour of Resolution 9 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

RESOLUTION 10 – RATIFICATION OF PAST ISSUE OF 733,334 FULLY PAID ORDINARY SHARES

In March 2013, Mr Robert Benussi a Non-Executive Director resigned in order to pursue another business opportunity. At the time of resignation there were outstanding director fees owed to Mr Benussi and during subsequent discussions both parties mutually settled on part extinguishment of the total debt owed through the issue of fully paid Ordinary shares.

Resolution 10 now seeks Shareholder ratification pursuant to Australian Securities Exchange Listing Rule 7.4 for the issue of these 733,334 fully paid Ordinary Shares.

If Shareholders ratify the issue of the 733,334 fully paid Ordinary Shares the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Australian Securities Exchange Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The following information is provided to Shareholders in accordance with Australian Securities Exchange Listing Rule 7.5 to assess the merits of Resolution 9:

a) the total number of fully paid Ordinary Shares issued and allotted were 733,334 as agreed between the Company and Mr Benussi;
b) the deemed issue price was 1.25 cents per Share; as per the conversion price of Unsecured Convertible Notes as that was the last recorded transaction at the time of negotiations;
c) the Shares were issued on the 7 October 2013 and comprised approximately 0.0057% of the Company’s Share capital at the time of allotment;
d) the Shares allotted rank equally with the existing Shares on issue;
e) no funds were raised from the issue as the Shares were allotted in part payment of outstanding director fees as agreed with the former director;
f) Mr Benussi is no longer a related party of the Company and did hold Securities in the Company prior to the allotment, the subject of Resolution 10.

The Board recommends Shareholders vote in favour of Resolution 10 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months and helped the Company to preserve its cash balance.

RESOLUTIONS 11 TO 13 – GRANT OFUNLISTED OPTIONS TO NON-EXECUTIVE CHAIRMAN, EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR

Resolutions 11 to 13 seek Shareholder approval for the grant of 1,500,000 Unlisted Options to Mr Andrew Bell (or his nominee), 3,500,000 Unlisted Options to Mr Chris Burrell (or his nominee) and 2,000,000 Unlisted Options to Mr Charles (Bill) Guy (or his nominee) for no consideration as incentive for continued performance for the future and to give recognition to the value that will be derived from the Board for their contribution to the Company through its Directors

If Resolution 11 is passed, Mr Bell or entities associated with Mr Bell will be issued a total of 1,500,000 Unlisted Options to acquire ordinary fully paid ordinary Shares in the capital of the Company with an exercise price of 5 cents.

If Resolution 12 is passed, Mr Burrell or entities associated with Mr Burrell will be issued a total of 3,500,000 Unlisted Options to acquire ordinary fully paid ordinary Shares in the capital of the Company with an exercise price of 5 cents.

If Resolution 13 is passed, Mr Guy or entities associated with Mr Guy will be issued a total of 2,000,000 Unlisted Options to acquire ordinary fully paid ordinary Shares in the capital of the Company with an exercise price of 5 cents.

The Unlisted Options to be issued are in addition to each of the Directors fees and remuneration package payable by the Company.

The Board acknowledges the grant of the Unlisted Options to Messrs Bell, Burrell and Guy is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations; which recommends that companies clearly distinguish the structure of non-executive directors remuneration from that of executives and that non-executive directors should normally be remunerated by way of fees and not by way of non-cash schemes designed for remuneration of executives.

Mr Bell and Mr Guy are not executive directors and Mr Burrell is an executive director. The Board considers the grant of these Unlisted Options is reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

Shareholder approval is required for the purposes of Section 208 of Chapter 2E of the Corporations Act 2001 and ASX Listing Rule 10.11 because Messrs Bell, Burrell and Guy are each a related party of the Company, as they are directors of the Company.

Shareholder approval

Shareholder approval for the issue of the Unlisted Options the subject of Resolutions 11 to 13 is sought for the purposes of:

Chapter 2E of the Corporations Act 2001 – which governs the giving of financial benefits to “related parties”, which includes Directors of a Company;

ASX Listing Rule 10.11 – which generally provides that except in certain circumstances (which do not apply in the present case), a Company listed on the ASX cannot issue or grant securities to a related party, without prior Shareholder approval.

As Shareholders approval is being sought pursuant to ASX Listing Rule 10.11, under Listing Rule 7.2 Exception 14, Shareholder approval under Listing Rule 7.1 is not required.

Chapter 2E of the Corporations Act 2001

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
(c) unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

For the purposes of Section 208, Messrs Bell, Burrell and Guy are each a related party of the Company as they are Directors.

Resolutions 11 to 13 provide for the grant of Unlisted Options to a related party, which is a financial benefit requiring Shareholder approval in the absence of a specified exception applying (which does not apply in the present case).

For the purposes of Section 208 of the Corporations Act the following information is provided:

The related party to whom the proposed Resolution would permit the financial benefit to be given

If Resolutions 11 to 13 are passed it will permit the giving of a financial benefit to Mr Bell (or his nominee), a financial benefit to Mr Burrell (or his nominee) and Mr Guy (or his nominee) respectively.

For the purposes of Section 208 a related party includes directors of a company – Messrs Bell, Burrell and Guy are therefore related parties of the Company

The nature of the financial benefit

The proposed financial benefit to be given under Resolution 11 is the grant of 1,500,000 Unlisted Options for no cash consideration to Mr Bell (or his nominee). The financial benefit will constitute part of Mr Bell’s remuneration package as a Director.

The proposed financial benefit to be given under Resolution 12 is the grant of 3,500,000 Unlisted Options for no cash consideration to Mr Burrell (or his nominee). The financial benefit will constitute part of Mr Burrell’s remuneration package as a Director.

The proposed financial benefit to be given under Resolution 13 is the grant of 2,000,000 Unlisted Options for no cash consideration to Mr Guy (or his nominee). The financial benefit will constitute part of Mr Guy’s remuneration package as a Director.

The terms of the Unlisted Options to be granted to Messrs Bell, Burrell and Guy are set out in Annexure B.

The exercise price of each Option is 5 cents and the expiry date is three (3) years from the date of issue.

Directors’ recommendation and basis of financial benefit

The Board currently consists of Mr Andrew Bell, Mr Chris Burrell and Mr Charles (Bill) Guy.

The number of Unlisted Options to be granted to each of the Directors and the terms were negotiated by those Directors independent of each Resolution.

Mr Bell, Mr Burrell and Mr Guy each abstain from making a recommendation to Shareholders as to the Resolutions as they each have an interest in the outcome of the Resolutions, being the recipients of the Unlisted Options.

The Company is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolutions.

Dilution

If any Unlisted Options granted as proposed above are exercised, the effect would be to dilute the shareholding of existing Shareholders. The market price of the Company’s Shares during the period of the Unlisted Options will normally determine whether or not Unlisted Option holders exercise the Options. At the time any Unlisted Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company’s Shares may be valued at a price that is higher than the exercise price of the Unlisted Options.

If the Options proposed to be issued under Resolutions 11 to 13 are exercised, a total of 7,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 127,973,088 to 134,973,088 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.052%.

Total remuneration packages

The remuneration to be received by Mr Bell as a Non-Executive Director during the 2013-2014 is $45,000.00 in Director Fees, which Mr Bell has elected to receive in cash; paid monthly.

Mr Bell receives no other form of remuneration from the Company.

The remuneration to be received by Mr Burrell as an Executive Director during the 2013-2014 is $105,600.00 in Director Fees, which Mr Burrell has elected to receive in cash; paid monthly.

Mr Burrell receives no other form of remuneration from the Company.

The remuneration to be received by Mr Charles (Bill) Guy as a Non-Executive Director during the 2013-2014 is $43,999.92 in Director Fees, which Mr Guy has elected to receive in cash; paid monthly.

Mr Guy receives no other form of remuneration from the Company.

Existing relevant interest

At the date of this Notice, Mr Bell holds 46,908,554 fully paid Ordinary Shares and 100,000 Unsecured Convertible Notes; and

Mr Burrell and Mr Guy hold no Securities in the Company.

Trading History

The following table gives details of the highest, lowest and the latest closing price of the Company’s Shares trading on the ASX over the last twelve (12) months

	Price	Date
Highest	$0.040	08 August 2013
Lowest	$0.007	30 July 2013
Last	$0.021	11 October 2013

Valuation of options

The Options to be granted to Messrs Bell, Burrell and Guy or their nominees have been valued by reference to the Black Scholes option pricing model based on the following assumptions:

Underlying share price:	A$0.021
Exercise price:	A$0.05
Term to maturity:	3 years from the date of issue;
Risk-free interest rate:	2.745%
Underlying share volatility:	100%

Based on the assumptions, the Options have been valued as follows:

Total number of options	Value per option	Total Value
7,000,000 1,500,000 to Mr Bell 3,500,000 to Mr Burrell 2,000,000 to Mr Guy	0.021681 cents 0.021681 cents 0.021681 cents	$32,521.50 $72,883.50 $43,362.00

ASX Listing Rule 10.11

For the purposes of ASX Listing Rule 10.11, Messrs Bell, Burrell and Guy are considered related parties of the Company.

Accordingly, in order to grant the Unlisted Options to Messrs Bell, Burrell and Guy (or their nominees), the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to grant the Unlisted Options to Messrs Bell, Burrell and Guy as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the grant of the Unlisted Options to Messrs Bell, Burrell and Guy 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 the Notice of Meeting convened to consider Shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to the Resolution. The information is as follows:

(a) The Unlisted Options will be granted to Messrs Bell, Burrell and Guy (or their nominees);
(b) The maximum number of Unlisted Options the Company will grant to Mr Bell (or his nominee) is 1,500,000, Mr Burrell (or his nominee) is 3,500,000 and Mr Guy (or his nominee) is 2,000,000;
(c) The Company will issue the Unlisted Options the subject of Resolutions 11 to 13 as soon as practicable after the date of the Meeting but in any event no later than one (1) month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver of the ASX Listing Rules) and it is anticipated that the Options will be issued on one date;
(d) Mr Bell is the Non-Executive Chairman, Mr Guy is a Non-Executive Director and Mr Burrell is the Executive Director;
(e) The Unlisted Options will be granted to Messrs Bell, Burrell and Guy for nil cash consideration on the terms of the Unlisted Options as set out in Schedule 1;
(f) There will be no funds raised from the issue of the Unlisted Options to Messrs Bell, Burrell and Guy (or their nominees). Any funds raised upon exercise of any Unlisted Options will be issued for the ongoing working capital purposes of the Company; and
(g) The Company are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolutions.

Mr Bell declines to make a recommendation to Shareholders in relation to Resolution 11 due to his material personal interest in the outcome of the Resolution on the basis that he or his nominee is to be granted

Unlisted Options should Resolution 11 be passed. However, in respect of Resolutions 12 and 13, Mr Bell recommends that Shareholders vote in favour of those Resolutions because it is not believed that there are any significant opportunity costs to the Company or foregone by the Company in granting the Related Party Unlisted Options upon the terms proposed.

Mr Burrell declines to make a recommendation to Shareholders in relation to Resolution 12 due to his material personal interest in the outcome of the Resolution on the basis that he or his nominee is to be granted Unlisted Options should Resolution 11 be passed. However, in respect of Resolutions 11 and 13, Mr Burrell recommends that Shareholders vote in favour of those Resolutions because it is not believed that there are any significant opportunity costs to the Company or foregone by the Company in granting the Related Party Unlisted Options upon the terms proposed.

Mr Guy declines to make a recommendation to Shareholders in relation to Resolution 13 due to his material personal interest in the outcome of the Resolution on the basis that he or his nominee is to be granted Unlisted Options should Resolution 11 be passed. However, in respect of Resolutions 11 and 12, Mr Guy recommends that Shareholders vote in favour of those Resolutions because it is not believed that there are any significant opportunity costs to the Company or foregone by the Company in granting the Related Party Unlisted Options upon the terms proposed.

RESOLUTION 14 – APPROVAL OF 10% PLACEMENT FACILITY

ASX Listing Rule 7.1A

Australian Securities Exchange Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company’s 15% Placement Capacity under Australian Securities Exchange Listing Rule 7.1.

An eligible entity for the purposes of Australian Securities Exchange Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. Resource Star Limited is an eligible entity.

The effect of Resolution 14 is that the Directors of Resource Star Limited can issue Equity Securities under Listing Rule 7.1A over a twelve (12) month period between 29 November 2013 and 29 November 2014 without using or in addition to the Company’s 15% Placement Capacity under Listing Rule 7.1.

The Company is now seeking Shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Capacity. A Special Resolution requires approval of 75% of the votes cast by Shareholders present and eligible to vote in person or by proxy.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one (1) class of quoted Equity Securities – Shares and one (1) class of unquoted Securities – Unsecured Convertible Notes.

This Resolution was put to Shareholders at the 2012 Annual General Meeting and it was passed unanimously by Shareholders but no Shares were issued under Listing Rule 7.1A following approval at the 2012 Annual General Meeting.

The ability to issue Shares under Listing Rule 7.1A.2 must be sought by the Company each year at the Annual General Meeting. Like the 15% Placement Capacity under Listing Rule 7.1; the approval is not cumulative and must be refreshed through Shareholder approval.

The exact number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in AS Listing Rule 7.1A.2 as explained below.

Formula for calculating the 10% Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the twelve (12) month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(AxD)-E

A is the number of shares on issue 12 months before the date of issue:

(a) Plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(b) Plus the number of partly paid shares that became fully paid shares in the 12 months;
(c) Plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% Placement Capacity without shareholder approval;
(d) Less the number of fully paid shares cancelled in the 12 months

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% Placement Capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the twelve (12) months before the date of the issue of agreement to issue that are not issued with the approval of Shareholders under listing rule 7.1 or 7.4.

Number of Shares that can be issued under 10% Placement Capacity

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% Placement Capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 127,973.088 Shares and therefore has a capacity to issue:

(a) 19,195,963 Equity Securities under the Company’s 15% Placement Capacity under Listing Rule 7.1;
(b) 12,797,309 Equity Securities under the Company’s 10% Placement Capacity under Listing Rule 7.1A; subject to shareholder approval being sought under Resolution 14; and
(c) 31,993,272 Equity Securities in total combining the potential Placements under the 15% capacity of Listing Rule 7.1 and the 10% capacity of Listing Rule 7.1A

The Share number provided in point (b) above is at the date of this Notice but under Listing Rule 7.1A the Company has the ability to issue the Shares under the 10% Placement Capacity anytime between 29 November 2013 and 29 November 2014; so the actual number of Equity Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the above formula.

Technical Information Required under ASX Listing Rule 7.1A

Pursuant to and in accordance with Australian Securities Exchange Listing 7.3A, the following information is provided to shareholders to assess the merits of Resolution 14:

Price of Shares issued under the 10% Placement Capacity

The issue price of the Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the fifteen (15) Trading Days immediately before:

(a) The date on which the price at which the Equity Securities are to be issued is agreed; or
(b) If the Equity Securities are not issued within five (5) Trading Days of the date mentioned in paragraph (a) above, the date on which the Equity Securities are issued.

Date of Issue of Shares under the 10% Placement Capacity

Shareholder approval in relation to the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained – 29 November 2013 and expires on the earlier to occur of:

(a) The date that is 12 months after the date of the Annual General Meeting at which the approval is obtained – 29 November 2014; or
(b) The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking); or

Risk of Voting Dilution

If Resolution 14 is approved by shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

(a) The market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(b) The Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset

This may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing shareholders on the basis of the current market price of Shares and the current number of Shares on issue. The table also shows the affect if the current number of Shares on issue is increased by 50% and 100% and where the issue price has decreased by 50% and increased by 100% as against the current market price.

Shares on Issue			Dilution
		$0.0105 50% decrease in Issue Price	$0.021 Issue Price	$0.042 100% increase in Issue Price
Current Shares 127,973,088	10% Voting Dilution	12,797,309 Shares	12,797,309 Shares	12,797,309 Shares
	Funds raised	$134,372	$268,743	$537,487
50% increase 191,959,632	10% Voting Dilution	19,195,963 Shares	19,195,963 Shares	19,195,963 Shares
	Funds raised	$201,558	$403,115	$806,230
100% increase 255,946,176	10% Voting Dilution	25,594,618 Shares	25,594,618 Shares	25,594,618 Shares
	Funds raised	$268,743	$537,487	$1,074,974

The following assumptions were made when preparing the above table:

The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity;
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue;
The table does not show the dilution affect that may be caused to a particular Shareholder;
The table only shows the effect of issues of Equity Securities under Listing Rule 7.1A not under the 15% Placement Capacity under Listing Rule 7.1;
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares; and
The issue price of $0021 is the closing price of the Shares on the Australian Securities Exchange as at 11 October 2013.
(c) The Equity Securities will only be issued during the Placement Period. The approval under Resolution 14 to issue the Equity Securities will cease to be valid in the event that Shareholders approve a significant change to the nature or scale of activities (Listing Rule 11.1.2) or disposal of a main undertaking (Listing Rule 11.2);

Purpose of Issue under 10% Placement Capacity

The Company may seek to issue the Equity Securities for the following purposes:

Exploration work on the current Spinifex Uranium Project E80/3572 located approximately 50 kilometres south of Kununurra and about 60 kilometres north of the Argyle diamond mine; with activities which could include:
(a) Geological mapping;

(b) Geophysical surveys;
(c) Continued exploration including further drilling; and (d) General working capital
Potential acquisition of new resource assets and investments by either or both of the following: (a) Cash consideration; and
(b) Non-cash consideration, if this was the purpose; the Company would provide a valuation of the non-cash consideration as required by Australian Securities Exchange Listing Rule 7.1A.3.

Potential acquisitions currently being considered are oil project in Texas and coal project in Mongolia.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

Allocation under the 10% Placement Capacity

The Company’s allocation policy for issues under Listing Rule 7.1A may include a placement to select existing Shareholders, a corner stone investor or several “new” professional/sophisticated investors not currently on the Company’s register and this will be dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity.

The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(a) The purpose of the issue;
(b) The methods of raising funds that are available to the Company including but not limited to, rights issue or other issue in which existing Shareholders can participate;
(c) The effect of the issue of the Equity Securities on the control of the Company;
(d) The financial situation and solvency of the Company; and (e) Advice from corporate, financial and broking advisors

The allottees under the 10% Placement Capacity are not known as at the date of this Notice but may include substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

If the Company is successful in acquiring new resource assets or investments, it is likely that the allottees under the 10% Placement Capacity will be the vendors of the new resource assets or investments.

Previous Approval under ASX Listing Rule 7.1A

Shareholder approval under Listing Rule 7.1A was previously obtained at the 27 November 2012 Annual General Meeting. In accordance with Listing Rule 7.3A.6 the Company provides the following information:

Resource Star Limited did not issue any Equity Securities under Listing Rule 7.1A during the 12 months between the 27 November 2012 Annual General Meeting and the date of this Notice
Resource Star Limited issued 6,783,334 Shares and 160,000 Unsecured Convertible Notes in the 12 months between the 27 November 2012 Annual General Meeting and the date of this Notice as follows:

NON-CASH CONSIDERATION SHARE ISSUES

NON-CASH CONSIDERATION SHARE ISSUES
Date of Issue Number of Security Issue Discount Total	Persons Receiving
Securities Issued Class Price to Market Consideration	Securities
Price
31 Dec 2012 250,000 Ordinary Nil Nil Nil	Mr Baker Khudeira
Shares
Purpose of Issue:Shares to Senior Exploration Manager in recognition of the Company’s obligation to honour the
commitment of the issue of Securities under the terms of a Consultancy Agreement. The issue terms of the Shares were in
accordance with a negotiated settlement for services upon termination of the Manager’s Consultancy Agreement.
Non-Cash Consideration Paid:$5,000.00 (250,000 Shares at average December 2012 trading price of $0.02)
Current value of Non-Cash Consideration:$5,250.00 (250,000 Shares at current price of $0.021)

26 July 2013 5,000,000 Ordinary Nil Nil Nil	Thundelarra Ltd
Shares
Purpose of Issue: Consideration paid per the terms and conditions of an Agreement for Sale of Mining Assets upon
settlement of Spinifex Uranium project following the meeting of all required conditions precedents.
Non-Cash Consideration Paid: $ 75,000.00 (5,000,000 Shares at $0.015 per Agreement)
Current value of Non-Cash Consideration: $105,000.00 (5,000,000 Shares at current price of $0.021)

Date of Issue	Number of Securities Issued	Security Class	Issue Price	Discount to Market Price	Total Consideration	Persons Receiving Securities
31 Dec 2012	250,000	Ordinary Shares	Nil	Nil	Nil	Mr Baker Khudeira
Purpose of Issue:Shares to Senior Exploration Manager in recognition of the Company’s obligation to honour the commitment of the issue of Securities under the terms of a Consultancy Agreement. The issue terms of the Shares were in accordance with a negotiated settlement for services upon termination of the Manager’s Consultancy Agreement.
Non-Cash Consideration Paid:$5,000.00 (250,000 Shares at average December 2012 trading price of $0.02) Current value of Non-Cash Consideration:$5,250.00 (250,000 Shares at current price of $0.021)

26 July 2013	5,000,000	Ordinary Shares	Nil	Nil	Nil	Thundelarra Ltd
Purpose of Issue: Consideration paid per the terms and conditions of an Agreement for Sale of Mining Assets upon settlement of Spinifex Uranium project following the meeting of all required conditions precedents. Non-Cash Consideration Paid: $ 75,000.00 (5,000,000 Shares at $0.015 per Agreement) Current value of Non-Cash Consideration: $105,000.00 (5,000,000 Shares at current price of $0.021)

13 Sep 2013	800,000	Ordinary Shares	Nil	Nil	Nil	Ms B Alexandra
Purpose of Issue: Conversion of Unsecured Convertible Notes to fully paid Ordinary Shares following receipt of a signed Notice of Exercise of Right to Convert. Non-Cash Consideration Paid: $10,000.00 (800,000 Shares from a conversion price of $0.0125) Current value of Non-Cash Consideration: $16,800.00 (800,000 Shares at current price of $0.021)

7 Oct 2013	733,334	Ordinary Shares	Nil	Nil	Nil	Mr Robert Benussi
Purpose of Issue: Shares to ex-director in part payment of outstanding fees owed up to the date of resignation on 31 March 2013. Non-Cash Consideration Paid: $9,166.68 (733,334 Shares at last transaction being conversion price of $0.0125) Current value of Non-Cash Consideration: $15,400.01 (733,334 Shares at current price of $0.021)

CASH CONSIDERATION SECURITY ISSUES

Date of Issue	Number of Securities Issued	Security Class	Issue Price	Discount to Market Price	Total Consideration	Summary of Terms	Persons Receiving Securities
18 Mar 2013	7,333,340	Ordinary Shares	1.5 cents	100%	$110,000.00	Fully paid Ordinary Shares	Existing Sharesholde rs under the terms of a Share Purchase _Plan _
Total Cash Consideration Received:$110,000.00 Amount of Cash Consideration Spent:$110,000.00 Use of Cash Consideration:To settle the payment of long outstanding creditors as follows – 31% was part settlement of outstanding consultancy fees owed to ex Exploration Manager; 39% settled outstanding wages and annual leave owed to the ex Managing Director; 16% was applied against the Accounting and Auditing fees for the 2012 Interim Financial Report;10% was to cover the costs of a group used to canvass Shareholder interest in the Share Purchase and the balance of 4% was for general working capital. Intended Use for Remaining Amount of Cash:Not Applicable as all the consideration used has been fullyspent.

Date of Issue	Number of Securities Issued	Security Class	Issue Price	Discount to Market Price	Total Consideration	Summary of Terms	Persons Receiving Securities
5 Sep 2013	100,000	Unsecured Convertible Notes	$1.00	100%	$101,644.00	Refer Annexure A	Red Rock Resources Plc
Total Cash Consideration Received:$101,644.00 Amount of Cash Consideration Spent:$101,644.00 Use of Cash Consideration:$81,644.00 was received during the March 2013 quarter and was applied as follows: 42% was for the balance of the outstanding consultancy fees owed to ex Exploration Manager; 18% was for annual Insurance cover; 15% was for general monthly registry charges; 5% was for ongoing rental charges; another 10% was for tenement administration expenditure and 10% was general working capital. $20,000 was received during the September 2013 quarter and was applied as follows: 58% of the funds were for payment of the ASX Annual Listing fee; 21% was for the first rental payment of the Spinifex tenement and the final 21% was for the part payment of the Accounting fees for the 2013 Annual Report. Intended Use for Remaining Amount of Cash:Not Applicable as all the consideration used has been fully spent.

5 Sep 2013	10,000	Unsecured Convertible Notes	$1.00	100%	$10,000.00	Refer Annexure A	Ms B Alexandra
Total Cash Consideration Received:$10,000.00 Amount of Cash Consideration Spent:$10,000.00 Use of Cash Consideration:100% of the consideration received was applied in part payment of the 2013 Annual Report preparation Intended Use for Remaining Amount of Cash:Not Applicable as all the consideration used has been fully spent.

16 Oct 2013	50,000	Unsecured Convertible Notes	$1.00	100%	$50,000.00	Refer Annexure A	Ecometrix Pty Ltd
Total Cash Consideration Received:$50,000.00 Amount of Cash Consideration Spent:$48,606.49 Use of Cash Consideration:Tosettle the payment of long outstanding creditors as follows: 10% was applied against meeting ASX and ASIC statutory charges; 39% was applied against the balance of the 2013 Annual Report preparation and meeting outstanding 2012 audit charges; 23% was applied against meeting registry charges; another 10% was applied against rental charge and 18% was applied against tenement administration expenditure, legal fees, webpage charges and working capital. Intended Use for Remaining Amount of Cash:The balance of $1,393.51 will be applied against ASX and ASIC statutory charges.

The 6,783,334 fully paid Ordinary Shares issued represents 0.06% of the total number of Equity Securities on issue 12 months ago for a total non-cash consideration.

The 160,000 Unsecured Convertible Notes issued represents 100% of the total number of Equity Securities on issue 12 months ago for a total cash consideration of $161,644.00. The Company has used all of the $161,644.00 cash consideration received as working capital purposes to pay statutory creditors, tenement expenditure and to meet financial reporting obligations.

The Directors intend to use the working capital existing at the date of this Notice (which includes funds raised pursuant to the above Note transfers) to assess potential additional transaction opportunity which furthers the Company’s diversification strategy as previously announced to the market on 6 June 2013 and for additional working capital purposes.

Voting Exclusion

A Voting Exclusion Statement applies in relation to Resolution 14. As at the date of this Notice, the Company has not approached any particular existing Shareholder or an identifiable class of existing shareholder to participate in the issue of the Equity Securities. No existing shareholder’s votes will therefore be excluded under the Voting Exclusion in the Notice.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 14 because of the flexibility it will provide to offer Equity Securities for capital raising purposes in the next 12 months.

Resolution 14 is a special resolution and therefore requires 75% of the votes cast by Shareholders present and eligible to vote (in person or by proxy).

GLOSSARY

$ means Australian dollars

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

Australian Securities Exchange means Australian Securities Exchange Limited or the Australian Securities Exchange, as the context requires.

Australian Securities Exchange Listing Rules means the Listing Rules of Australian Securities Exchange.

AWST means Western Standard Time as observed in Perth, Western Australia.

Board means the current board of directors of the Company.

Business Days means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that Australian Securities Exchange declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Resource Star Limited (ACN 127 411 796).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means Executive Director and Non-Executive Directors

Equity Securities has the same meaning as in the Australian Securities Exchange Listing Rules but includes:

(a) a share;
(b) a unit;
(c) a right to a share or unit or option;
(d) an option over an issued or unissued security;
(e) a convertible security;
(f) any security that Australian Securities Exchange decides to classify as an equity security
(g) BUT not a debt security

Executives means all those senior employees who have been invited to participate in the Company’s management of day to day administrative and operational matters

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting.

Key Management Personnel is defined by AASB 124 Related Party disclosures as all directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012

Resolutions means the resolutions set out in the Notice of Meeting or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

ANNEXURE A – TERMS AND CONDITIONS OF UNSECURED CONVERTIBLE NOTES

Purpose of Issue	The Holder will advance to the Company the Principal Amount, to be used to provide working capital for the Company. In consideration of the Holder advancing the Principal Amount to the Company, the Company will issue Notes to the Holder upon the terms and conditions set forth in this Note Certificate.
Issue Price and Face Value of Notes	The Issue Price and Face Value of each Note is AUD$1.00.
Conversion Price	$0.0125 per Share (1 Note = 80 Shares).
Maximum number of shares to be issued on conversion	Number of Notes currently held by the Noteholder as calculated by Conversion PriceNot800,000 Shares subject to adjustment as provided in this Note Certificate.
Issue Date of Notes	Date of release of ASX Announcement of the issue
Last date for Conversion	12 months from the Issue Date (Maturity Date)
Drawdown request	At any time the Company may request, in writing, that the Holder subscribe for Notes in the Company. Any request for a drawdown is subject to the Principal Amount. Unless otherwise agreed by the Company, the Holder must complete any drawdown request within 5 Business Days of receiving the written request. The Company may make a drawdown request at any time subject to the following conditions being satisfied at the time of the request: (a) there is no other drawdown request active; (b) at least 5 Business Days has passed since completion of any previous drawdown request. For the avoidance of doubt, the Company is under no obligation to make a drawdown request other than the first
Issue:	On the Issue Date, the Company must issue the Notes to the Holder and the Holder must pay to the Issue Price for each Note. If the Company fails to issue the Notes to the Holder on the Issue Date, the Holder may give the Company a notice requiring it to satisfy that obligation within 14 days after the date of receipt of the notice. If the Company fails to satisfy that obligation on or before the date specified in the Holder’s notice, the Holder may, without affecting or limiting any other rights it might have, terminate this document. If the Holder fails to pay to the Company the Issue Price for each Note on the Issue Date, the Company may give the Holder a notice requiring it to satisfy that obligation within 14 days after the date of receipt of the notice. If the Holder fails to satisfy that obligation on or before the date specified in the Company’s notice, the Company may, without affecting or limiting any other rights it might have, terminate this document.
Notice of Conversion:	The Holder has the right at any time to convert all or any of the Notes held by the Holder (in multiples of 1,000 Notes), any time from the Issue Date until the Maturity Date, into Shares at the Conversion Price.

	The Notes shall be convertible into Shares, in whole or in part, (in multiples of 1,000 Notes) by a written request for conversion given by the Holder to the Company in the form appearing in Schedule 1, or as otherwise agreed between the parties (Notice of Conversion) and upon production and surrender of the then current Note Certificate. Subject at all times to the_Corporations Act_and the ASX Listing Rules, the Shares to be allotted on conversion of the Notes shall be allotted by the Company within 2 Business Days after receipt by the Company of the Notice of Conversion and Note Certificate.
Conversion and quotation:	Each Share issued upon conversion of the Notes shall rank, as from the date of conversion, in all respects_pari passu_with the then existing Shares. Upon issue of Shares to the Holder on conversion of the Notes, the Note Certificate shall be re-issued by the Company, setting out the number of Notes yet to be converted or redeemed. Before 4 pm on the Business Day immediately following allotment of any Shares issued upon Conversion of the Notes under this Note Certificate, the Company shall: (a) take all necessary steps to comply (to the extent the Company is able to at that time) with Section 708A of the_Corporations Act_relating to the issue of the Shares; and (b) apply to the ASX Limited for official quotation of the Shares.
Notice of Redemption:	The Holder has the right at any time on or after 9 calendar months after the Issue Date to have redeemed, by 3 months’ written notice given to the Company, all or any of the Notes held by the Holder (in multiples of 1,000 Notes) at the Face Value of the Notes, provided that the Holder shall not have the right to have the Notes redeemed within the 20 Business days preceding the Maturity Date. The Notes shall be redeemable in whole or in part, (in multiples of 1,000 Notes) by a written request for redemption given by the Holder to the Company in the form appearing in Schedule 2, or as otherwise agreed between the parties (Notice of Redemption) and upon production and surrender of the then current Note Certificate. The Face Value of the redeemed Notes shall be payable at the direction of the Holder within 10 Business Days of receipt of the Notice of Redemption by the Company.
Automatic Conversion:	Provided that the Holder has not served a Notice of Redemption on the Company as set out above and subject to any other terms of this Note Certificate, any Notes not Converted prior to the Maturity Date will automatically be converted on the Maturity Date by the issue of Shares at a price of $0.0125 per Share (that is 80 Shares per Note), subject at all times to the requirements of the_Corporations Act_and the ASX Listing Rules.
Restriction:	(a) The Holder and the Company acknowledge that unless and until the Company has obtained any authorisations and/or Shareholder approval required under Chapter 6 of the_Corporations Act_, no Notes will be converted that would cause the Holder’s voting power in the Company to increase from 20% or below to more than 20% or from a starting point that is above 20% and below 90% and the Company acknowledges it will use its best endeavours to obtain any necessary authorisations and/or Shareholder approval for that Conversion of the Notes, upon request in writing by the Holder. (b) Where under the provisions of this Note Certificate any Notes are required to be Converted on the Maturity Date and where Conversion of the Notes on the Maturity Date would result in the Holder’s voting

	power in the Company increasing from 20% or below to more than 20% or from a starting point that is above 20% to below 90%, the Maturity Date will be extended as necessary to allow the parties to meet their obligations under paragraph (a).
Interest on Notes:	The Notes will bear interest at the rate of 5.5% per annum (Interest Rate), calculated on a daily basis on the Face Value of the Notes (or such part as may be owing from time to time, having regard to the number of Notes on issue from time to time), from the Issue Date to the Maturity Date. Interest calculated in the manner set forth above shall be payable six-monthly in arrears, from the Issue Date, with the first interest payment due six months from the Issue Date. All interest payments under this Note Certificate will be satisfied either (at the Holder’s election) by payment of cash or the issue of Shares at a price of $0.0125 per Share, subject at all times to the_Corporations Act_and the ASX Listing Rules. This election may be varied prior to each interest payment date. If any interest amount payable in respect of a Note is not paid on its due date (Overdue Amount) then: (a) The Company must pay interest (Default Interest) on that Overdue Amount for the period from its due date to the date of its receipt by the relevant Holder (both before and after any judgment). (b) The Default Interest rate will be equal to the aggregate of 5% per annum and the Interest Rate. (c) Default Interest: (i) will accrue from day to day on the balance of the Overdue Amount; and (ii) will be payable daily and, to the extent this is not paid in any calendar month, compounded on the first business day of the following calendar month (and interest so compounded will itself bear interest under this clause). (d) This obligation to pay Default Interest will arise without the need for any notice or demand.
Reorganisation of Capital:	(a) The Notes shall not confer on any Holder the right to participate in any rights issue or bonus share issue of the Company prior to Conversion. (b) If at any time prior to the Maturity Date the Company reorganizes its issued share capital in any way (including, without limitation, by any rights or bonus share issue, the payment of any dividend from capital, any consolidation, subdivision or cancellation of any share capital, any share buy-back, the issuance of any new shares or the issuance of any securities or derivative instruments of any nature which are convertible into Shares in the Company (Reorganization Event), the number of Shares issued on Conversion after the Reorganization Event will be: (i) subject at all times to the_Corporations Act_and the ASX Listing Rules, adjusted so that the entitlement of the Shares issued upon Conversion of the Notes to participate in profits and assets of the Company will be the same as the entitlement of the Shares into which the Notes would have been converted had there been no Reorganization Event; and (ii) otherwise reorganized in accordance with the ASX Listing Rules so that the Holder will not be disadvantaged by the reorganization in its position relative to holders of Shares but at the same time will not receive a benefit that holders of Shares do not also receive.
	At the same time it initiates any transaction or corporate exercise contemplated by the preceding paragraphs the Company shall provide a certificate to the Holdersigned by two directorswhichconfirmswhetherand,ifso, the amount

	of any change to be made to the basis of Conversion to preserve the basis applicable at the date of this document. The certificate of the Company shall be prima facie evidence of the appropriate adjustment. No relevant transaction or corporate exercise shall be effected prior to the date on which the Company delivers its certificate for the purposes of this Notes Certificate.
Shareholder approvals:	The Company agrees that it will use its best endeavours to do all such things, including without limitation, convening a meeting of its members, preparing and circulating to its members all required materials and engaging any experts required, reasonably necessary to discharge its obligations under this Note Certificate.
Security and ranking:	The Notes are unsecured, and rank for repayment of principal equally with all other creditors of the Company.
Entitlements:	The Notes will not carry any entitlement to participate in future issues of securities by the Company prior to any Conversion of the Notes into Shares.
Transferability:	Subject to the ASX Listing Rules and the_Corporations Act_, the Holder may transfer the Notes in whole or in part upon notice to the Company provided the offer or invitation giving rise to the transfer does not constitute an offer or invitation for which disclosure is required to be made to investors under Part 6D.2 of the_Corporations Act_. Transfers must be registered without charge by the Registrar. Upon registration and entry of the transferee in the Register of Convertible Noteholders the transferor ceases to be entitled to future benefits under this Note Certificate in respect of the transferred Notes and the transferee becomes so entitled.
Taxes:	1.1 Deductions or withholdings All sums payable under this document must be paid: (a) free and clear of any restriction or condition; and (b) (except to the extent required by law) in full, without any deduction or withholding for or on account of tax or on any other account, whether by way of set-off, counterclaim or otherwise. 1.2 Gross-up If the law requires: (a) any deduction or withholding for or on account of tax to be made from any amount paid or payable to a Holder under this document; or (b) a Holder to make any payment for or on account of tax (other than tax on the overall net income of a Holder) on, or calculated by reference to, any amount received or receivable by it under this document, then, except to the extent otherwise expressly agreed in writing by the Holder: (c) the Company will ensure that any such deduction or withholding does not exceed the legal minimum and will pay or procure the payment of the amount required to be deducted or withheld to the relevant governmental authority before the date on which penalties attach; (d) the sum payable to the Holder in respect of which that deduction, withholding or payment is required to be made must be increased to the extent necessary to ensure that, after that deduction, withholding or payment is made, the Holder receives and retains (free from any liability in respect of such deduction, withholding or payment) a net sum not less than the sum which it would have received and retained had no such deduction, withholding or payment been required; and (e) within 30 days after each deduction or withholding is required by law to be made, the Company will deliver to the Holder, or procure the delivery to the Holder of, a receipt issued by the relevant governmental authority recording that such deduction or withholding has been made.
Events of Default	Event of Default

	An Event of Default occurs in relation to the Notes if: (a) (payment and Conversion) the Company does not pay within 10 Business Days of the due date for payment any amount payable by it in respect of any Notes in the manner required or does not Convert the Notes when required under this Note Certificate and such non- compliance is not remedied within 14 days after written notice requiring the default to be remedied has been received by the Company; (b) (other default) the Company does not comply with any other obligations in connection with the Notes (other than referred to in paragraph (c) to (f) below) and, if the non-compliance can be remedied, does not remedy the non-compliance within 30 days after written notice requiring that default to be remedied has been received by the Company by the Holder; (c) (insolvency) the Company suffers an Insolvency Event; (d) (obligations unenforceable) any Note is or becomes (or is claimed to be by the Company, or anyone on its behalf) wholly or partly void, voidable or unenforceable; (e) (section 708A notice) the Company fails to lodge a section 708A notice when required under this Notes Certificate; (f) (undertakings and warranties) the Company breaches an undertaking or any of the warranties is shown to be not true, not accurate, false or misleading. Consequences of an Event of Default In addition to any other rights the Holder may have under this Note Certificate and at law or equity, if an Event of Default occurs, then a Holder may declare by notice to the Company that the Notes held by it are to be redeemed in whole or in part at their Face Value (together with any accrued interest) in which case those amounts become immediately due and payable.
Undertakings and Warranties:	The Company undertakes to the Holder that it will: (a) Compliance with laws:_comply with all laws applicable to the Notes; (b) _Authorisations: use its best endeavours to obtain, effect and properly renew from time to time all material authorisations required under any applicable law to enable it to perform and carry out the transactions contemplated by, and for the validity and enforceability of, this document; (c) Dividends:_not pay any Dividends on its Shares if at the relevant time any interest on the Notes is due and unpaid; and (d) _Conversion: advise the Holder of the Conversion of the Notes on the Maturity Date. The Company represents and warrants to the Holder that each of the following warranties is true and correct and not misleading in any way, as at the date of this Note Certificate and at all times until the fulfillment of its obligations under this Note Certificate, unless otherwise set forth below: (a) the Company has the power and authority to enter into this Note Certificate and has obtained all necessary consents to enable it to do so; (b) the entry into and performance of this deed by the Company does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Company is bound; (c) the Company is not insolvent; (d) as at the date of this Deed, the provisions of section 708A(5) of the _Corporations Act_apply to the Company; (e) the Company is entering the Note Certificate and will issue the Shares on Conversion for the purpose of providing working capital for the

An Event of Default occurs in relation to the Notes if:
(a)
(payment and Conversion) the Company does not pay within 10
Business Days of the due date for payment any amount payable by it in
respect of any Notes in the manner required or does not Convert the
Notes when required under this Note Certificate and such non-
compliance is not remedied within 14 days after written notice requiring
the default to be remedied has been received by the Company;
(b)
(other default) the Company does not comply with any other
obligations in connection with the Notes (other than referred to in
paragraph (c) to (f) below) and, if the non-compliance can be remedied,
does not remedy the non-compliance within 30 days after written notice
requiring that default to be remedied has been received by the
Company by the Holder;
(c)
(insolvency) the Company suffers an Insolvency Event;
(d)
(obligations unenforceable) any Note is or becomes (or is claimed to
be by the Company, or anyone on its behalf) wholly or partly void,
voidable or unenforceable;
(e)
(section 708A notice) the Company fails to lodge a section 708A
notice when required under this Notes Certificate;
(f)
(undertakings
and
warranties)
the
Company
breaches
an
undertaking or any of the warranties is shown to be not true, not
accurate, false or misleading.
Consequences of an Event of Default
In addition to any other rights the Holder may have under this Note Certificate
and at law or equity, if an Event of Default occurs, then a Holder may declare
by notice to the Company that the Notes held by it are to be redeemed in
whole or in part at their Face Value (together with any accrued interest) in
which case those amounts become immediately due and payable.

Undertakings
and
Warranties:

The Company undertakes to the Holder that it will:
(a)
Compliance with laws:_comply with all laws applicable to the Notes;
(b)
_Authorisations: use its best endeavours to obtain, effect and properly
renew from time to time all material authorisations required under any
applicable law to enable it to perform and carry out the transactions
contemplated by, and for the validity and enforceability of, this
document;
(c)
Dividends:_not pay any Dividends on its Shares if at the relevant time
any interest on the Notes is due and unpaid; and
(d)
_Conversion: advise the Holder of the Conversion of the Notes on the
Maturity Date.
The Company represents and warrants to the Holder that each of the following
warranties is true and correct and not misleading in any way, as at the date of
this Note Certificate and at all times until the fulfillment of its obligations under
this Note Certificate, unless otherwise set forth below:
(a)
the Company has the power and authority to enter into this Note
Certificate and has obtained all necessary consents to enable it to do
so;
(b)
the entry into and performance of this deed by the Company does not
constitute a breach of any obligation (including any statutory,
contractual or fiduciary obligation), or default under any agreement or
undertaking, by which the Company is bound;
(c)
the Company is not insolvent;
(d)
as at the date of this Deed, the provisions of section 708A(5) of the
_Corporations Act_apply to the Company;
(e)
the Company is entering the Note Certificate and will issue the Shares
on Conversion for the purpose of providing working capital for the

	growth of the Company and to retire existing debt of the Company and its purpose does not include any or all of the Shares being offered for the purpose of the person to whom they are issued selling or transferring them or granting, issuing or transferring interests in, or options over, them; (f) all information: (i) whether written or verbal, provided by the Company to the Holder, or contained in any public or other media statements made by, or on behalf of the Company, in relation to the Notes and the Company; and (ii) comprising the Company’s periodic and continuous disclosure obligations filed with the ASX Limited, the ASIC and/or included on the Company website, when taken as a whole, (iii) is true and correct in all material respects and not misleading or deceptive whether by omission or otherwise; (g) all necessary waivers and approvals from the ASX Limited, ASIC and shareholders (as applicable) will be obtained, for the issue of the Notes and the issue of any Shares on Conversion before the issue of the Notes and the issue of any Shares on Conversion; and (h) subject to as provided in this deed, the Company will comply with all obligations under the Act, the ASX Listing Rules (including but not limited to all applicable continuous disclosure requirements) and all applicable policies and guidelines of the ASIC in relation to the issue of the Notes and the issue of any Shares on Conversion under this Note Certificate. (i) use its best endeavours to, at all times, continue to comply with the requirements of Section 708A of the_Corporations Act_.
Register of Note holders:	(a) The Company will maintain a Register of Noteholders in Melbourne, Victoria (Register). (b) The Register must record in respect of each Note the following information: • Name and address of Holder • Details of the account to which payments in respect of the Notes are to be made • Transfers of the Notes • Cancellation of the Notes • Any other information required by law (c) Except as ordered by a court of competent jurisdiction, the Company and the Registrar are each entitled to recognise the Holder of a Note as the absolute owner of the Note and shall not be bound by any actual or constructive notice of any trust (express, implied or constructive), encumbrance, security or other adverse interest to which any Note may be subject. No recognition of any trust (express, implied or constructive) or other adverse interest shall be entered on the Register provided that the Registrar may, but need not, record the existence of any security advised to it in writing by a Holder. In the event of any conflict between any certificate or notice of registration issued in respect of a Note and the Register, the Register shall prevail. (d) The Registrar may, on such evidence as appears to it to be sufficient, correct errors and remedy omissions in the Register. (e) Where two or more persons are registered as Holders of the same Note by virtue of any memorandum of transfer or other instrument, then, unless the contrary is expressed in the memorandum, or other instrument, those persons will be deemed to hold the Notes as joint tenants with right of survivorship.

growth of the Company and to retire existing debt of the Company and
its purpose does not include any or all of the Shares being offered for
the purpose of the person to whom they are issued selling or
transferring them or granting, issuing or transferring interests in, or
options over, them;
(f)
all information:
(i)
whether written or verbal, provided by the Company to the
Holder, or contained in any public or other media statements
made by, or on behalf of the Company, in relation to the Notes
and the Company; and
(ii)
comprising the Company’s periodic and continuous disclosure
obligations filed with the ASX Limited, the ASIC and/or included
on the Company website, when taken as a whole,
(iii)
is true and correct in all material respects and not misleading or
deceptive whether by omission or otherwise;
(g)
all necessary waivers and approvals from the ASX Limited, ASIC and
shareholders (as applicable) will be obtained, for the issue of the Notes
and the issue of any Shares on Conversion before the issue of the
Notes and the issue of any Shares on Conversion; and
(h)
subject to as provided in this deed, the Company will comply with all
obligations under the Act, the ASX Listing Rules (including but not
limited to all applicable continuous disclosure requirements) and all
applicable policies and guidelines of the ASIC in relation to the issue of
the Notes and the issue of any Shares on Conversion under this Note
Certificate.
(i)
use its best endeavours to, at all times, continue to comply with the
requirements of Section 708A of the_Corporations Act_.

Register
of
Note
holders:

(a)
The Company will maintain a Register of Noteholders in Melbourne,
Victoria (Register).
(b)
The Register must record in respect of each Note the following
information:
•
Name and address of Holder
•
Details of the account to which payments in respect of the Notes
are to be made
•
Transfers of the Notes
•
Cancellation of the Notes
•
Any other information required by law
(c)
Except as ordered by a court of competent jurisdiction, the Company
and the Registrar are each entitled to recognise the Holder of a Note as
the absolute owner of the Note and shall not be bound by any actual or
constructive notice of any trust (express, implied or constructive),
encumbrance, security or other adverse interest to which any Note may
be subject. No recognition of any trust (express, implied or
constructive) or other adverse interest shall be entered on the Register
provided that the Registrar may, but need not, record the existence of
any security advised to it in writing by a Holder. In the event of any
conflict between any certificate or notice of registration issued in
respect of a Note and the Register, the Register shall prevail.
(d)
The Registrar may, on such evidence as appears to it to be sufficient,
correct errors and remedy omissions in the Register.
(e)
Where two or more persons are registered as Holders of the same
Note by virtue of any memorandum of transfer or other instrument,
then, unless the contrary is expressed in the memorandum, or other
instrument, those persons will be deemed to hold the Notes as joint
tenants with right of survivorship.

	(f) If two or more persons are, by memorandum of transfer or other instrument, registered as Holders as tenants in common, the Registrar may, after notifying the persons of its intention to do so, divide the Notes into parcels which represent each such person's share. (g) When the right to any Note is acquired by any person in any manner other than by way of a transfer under this document (whether on the dissolution or death of the Holder, or under a writ of execution, or otherwise), the Registrar, on application by or on behalf of that person and on being satisfied that such person is legally entitled to be registered as the Holder of that Note, will enter that person's name in the Register as the Holder of that Note accordingly. (h) The Company shall comply with all statutory requirements and the requirements of this document relating to the keeping of the Register. (i) The Registrar must disclose to a Holder who so requests, any information held on the Register which relates to the Notes registered in the name of that Holder and must provide to a Holder who so requests, certified copies of any document which relates to the Notes registered in the name of that Holder.
Official Quotation:	The Notes will not be quoted on the ASX Limited nor on any other stock exchange, and application for such quotation is not expected.
Information to Note holders:	Noteholders will be entitled to receive copies of all annual reports, financial statements and other information sent to the holders of Shares in the Company.
Notices:	Any notice or other communication to or by any party shall be: (a) in writing and in the English language; (b) addressed to the address of the recipient shown in this document or to such other address as it may have notified the sender; and (c) be signed by the party or by an authorised officer of the sender. In addition to any means authorised by law any communication may be given by: (a) being personally served on a party; (b) being left at the party’s current address for service; (c) being sent to the party’s current address for service by prepaid ordinary mail or if the address is outside Australia by prepaid airmail; or (d) facsimile to the party’s current numbers for service. A communication shall be deemed duly given or made in the case of: (a) delivery in person, when delivered; (b) delivery by post: (i) in Australia to an Australian address the second Business Day after posting; or (ii) in any other case on the tenth Business Day after posting; or (c) a facsimile upon a transmission report being printed by the sender’s facsimile machine stating that the document has been sent to the recipient’s facsimile number; but if delivery is not made before 5.00pm on a Business Day it shall be deemed to be received on the next Business Day in that place. The addresses and numbers for service are initially as set out in this document. A party may from time to time change its address or numbers for service by notice to the other party.

Costs and Expenses:	The Company will pay within three Business Days of demand: (a) all costs, expenses and liabilities (including all legal expenses on a solicitor and own client basis and any goods and services and similar taxes thereon) sustained or incurred by the Holder in, or in connection with enforcing or endeavouring to enforce any rights under this document or in respect of the Notes arising out of a default by the Company; and (b) all stamp duty assessed on this document but the parties otherwise shall bear their own legal costs and expenses.
Jurisdiction:	This Deed shall be governed by and construed in accordance with the laws of Victoria. The parties each irrevocably and unconditionally submit to the non exclusive jurisdiction of the courts of Victoria whether State or Federal and each waives any immunity or any objection it may have to any action in those courts and to a claim that any action has been brought in an inconvenient forum or to those courts not having jurisdiction.
General:	1.3 Payments All payments to be made by the Company under this document must be made by crediting on the date the payment is due (Payment Date) by close of business on a Payment Date, the amount then due to an account in Australia previously notified by the Holder to the Company. If the Holder has not notified the Company of an account to which payments to it must be made within a reasonable time of a Payment Date, the payment must be made by cheque sent by prepaid post before the Payment Date, at the risk of the Company, to the Holder. 1.4 Voting The Notes shall not confer on any Holder the right to attend and/or vote at any general meeting of the Company. 1.5 Waivers and remedies Time shall be of the essence in respect of performance by the Company of its obligations under this document. A waiver by a Holder of any provision of this document will only be effective if it is given in writing and signed by the Holder concerned. A waiver will be effective only to the extent that it is expressly stated to be given. A failure to act, or a delay in exercising or attempting to exercise, or a non-exercise of, any right under this document or at law does not operate as a waiver of that right. A single exercise or partial exercise of any right does not preclude further exercises of that right or the exercise of any other right. 1.6 Documents Copies of this document will be made available by the Company for inspection during usual business hours by any Holder at the principal office of the Company. 1.7 Survival The warranties and indemnities given in this document will survive the redemption of all the Notes and the termination of this document. 1.8 Remedies cumulative The rights, powers and remedies provided in this document are cumulative and not exclusive of any rights, powers and remedies provided by law. Counterparts This Note Certificate may consist of a number of copies of this Note Certificate each signed by one or more parties to the document. When taken together, the signed copies are treated as making up the one document.
Definitions and Interpretation:	ASX Listing Rulesmeans the official listing rules of the ASX Limited. Business Daymeans a day upon which trading banks are open for business in Melbourne and Brisbane.

Conversion means the redemption of Notes by the issue of Ordinary Shares in accordance with this Note Certificate and Convert and Converted have corresponding meanings.

Corporations Act means the Corporations Act 2001 (Cth).

Insolvency Event means:

(a) an application is made or an effective resolution is passed for the winding up or dissolution of the company;

(b) a receiver, receiver and manager, liquidator, provisional liquidator or official manager is appointed or proposed to be appointed to the company; (c) the company is struck off the register pursuant to Section 574 of the Corporations Act or a notice is published pursuant to Section 572(2) of such law; (d) the company convenes a meeting of its creditors or proposes or enters into any scheme of arrangement or composition for the benefit of its creditors;

(e) the company shall be unable to pay its debts as they shall fall due for payment or if any act or event mentioned in Section 461 of the Corporations Act shall occur in relation to the Company.

Issue Date means the date upon which the Notes are issued specified on page 1 of this document.

Note Certificate means this note certificate, including the Terms of Issue, and any subsequent and replacement note certificate issued in accordance with this Note Certificate.

Ordinary Share or Share means one fully paid ordinary share in the Company.

Registrar means the Company or any other person appointed by the Company under an agency agreement to maintain the Register.

ANNEXURE B – TERMS AND CONDITIONS OF UNLISTED OPTIONS

The Options proposed to be issued under Resolutions 11 to 13 to Mr Bell, Mr Burrell and Mr Guy entitle the Directors to subscribe for Shares on the following terms and conditions:

(a) Each Unlisted Option gives the Option holder the right to subscribe for one Share. To obtain the right given by each Unlisted Option, the Option holder must exercise the Unlisted Options in accordance with the terms and conditions of the Unlisted Options.
(b) The Unlisted Options will expire at 5.00pm (AWST) on a date which is three (3) years from the date of issue.
(c) The amount payable upon exercise of each Unlisted Option will be $0.05 ( Exercise Price ).
(d) The Unlisted Options held by each Option holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Option holder may exercise their Unlisted Options by lodging with the Company, before the Expiry Date:
a written notice of exercise of Unlisted Options specifying the number of Unlisted Options being exercised ( Exercise Notice ); and
a cheque or electronic funds transfer for the Exercise Price for the number of Unlisted Options being exercised.
(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Shares allotted and issued pursuant to the exercise of Unlisted Options will be allotted and issued by the Company within ten (10) Business Days after receipt by the Company of both a properly executed Exercise Notice in accordance with point (d) above and payment of the Purchase Price for those Shares. The Company will also issue within this period a replacement Option Certificate to the holder for the balance of any unexercised Unlisted Options.
(h) There are no participating rights or entitlements inherent in the Unlisted Options until those Unlisted Options are exercised and Shares are issued in accordance with these Unlisted Option Terms.
(i) In the event of any reorganisation (including consolidations, sub-division, reduction, cancellation or return) of the issued capital of the Company, the Unlisted Options are to be reorganised in a manner required by the listing rules or regulation of the Australian Securities Exchange Limited Listing Rules on a reorganisation of capital (irrespective of whether the Company is or is not listed).
(j) Application will not be made to the Australian Securities Exchange Limited for official quotation of the Options.
(k) All Shares issued upon exercise of any Unlisted Options will rank pari passu in all respects with the Company’s then issued Shares and will be entitled to all dividends declared by the Board of the Company in respect of Shares of the same class as the Shares after the day the Company has received an Exercise Notice and has received all of the Purchase Price.
(l) The Holder will be entitled to participate in new securities offered to all Shareholders in the Company to the extent that it has exercised its Options prior to the Record Date for the new issue.
(m) If there is a bonus issue to holders of Shares prior to the Expiry Date, the number of Shares over which Unlisted Options are exercisable will be increased in accordance with Australian Securities Exchange Listing Rule 6.22.3.
(n) In the event of pro-rata issue of capital of the Company (other than an issue in lieu or on satisfaction of dividends or by way of dividend reinvestment), the number of Shares over which the Unlisted Options

exist and the Exercise Price for each Unlisted Option will be adjusted in accordance with the Australian Securities Exchange Listing Rules.

(o) To the extent that any provision of these Unlisted Option Terms, an Unlisted Option Certificate (or any replacement certificate) is inconsistent or different in any way from any provision of the Australian Securities Exchange Listing Rules in respect of Unlisted Options to subscribe for ordinary shares in companies listed on the Australian Securities Exchange, the Australian Securities Exchange Listing Rules prevail.
(p) If at any time the issued capital of the Company is reconstructed, all rights of an Unlisted Option holder are to be changed in a manner consistent with the Corporations Act and the Australian Securities Exchange Listing Rules at the time of the reconstruction.
(q) There are no participating rights or entitlements inherent in the Unlisted Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 14 business days after the issue is announced. This will give Option holders the opportunity to exercise their Unlisted Options prior to the date for determining entitlements to participate in any such issue.
(r) An Unlisted Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Unlisted Option can be exercised.
(s) The Unlisted Options are transferable.

APPOINTMENT OF PROXY RESOURCE STAR LIMITED ACN 098 238 585

ANNUAL GENERAL MEETING

Member Details

Name: ……………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Appointment of Proxy

I/We being a Member/s of Resource Star Limited and entitled to attend and vote hereby appoint

Chairman of the Meeting OR

Insert Name of Appointed Proxy Below

Or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Resource Star Limited to be held at the Nissen Kestel Harford Boardroom, Level 2 Spectrum, 100 Railway Road, Subiaco WA 6008 on Friday, 29 November 2013 at 12.15pm (AWST) and at any adjournment of that meeting.

“ Important in relation to Resolution 1 – If the Chairman of the Meeting is your proxy or is appointed your proxy by default then he intends to vote all available proxies in favour of Resolution 1, unless you indicate otherwise by ticking either the “for”, “against” or ”abstain” box. By authorising the chairman to vote in accordance with the chairman’s voting intentions on Resolution 1 you will be approving the chairman to vote in favour of Resolution 1even though Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2 to 14 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to 14 and that votes cast by the Chair of the Annual General Meeting for Resolutions 2 to 14 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 Chair will not cast your votes on Resolutions 2 to 14 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 to 14.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Ordinary Resolutions

		For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1.	Adoption of Remuneration Report
Resolution 2.	Re-Election of Mr Burrell as Director
Resolution 3.	Re-Election of Mr Guy as Director
Resolution 4.	Re-Election of Mr Bell as Director
Resolution 5.	Ratification of Past Issue of Convertible Notes (60,000)
Resolution 6.	Ratification of Past Issue of Convertible Notes (100,000)
Resolution 7.	Ratification of Past Issue of Fully Paid Ordinary Shares (250,000)
Resolution 8.	Ratification of Past Issue of Fully Paid Ordinary Shares (5,000,000)
Resolution 9.	Ratification of Past Issue of Fully Paid Ordinary Shares (800,000)
Resolution 10.	Ratification of Past Issue of Fully Paid Ordinary Shares (733,334)
Resolution 11.	Grant of Unlisted Options to Non-Executive Chairman
Resolution 12.	Grant of Unlisted Options to Executive Director
Resolution 13.	Grant of Unlisted Options to Non-Executive Director
Special Resolution
Resolution 14.	Approval of 10% Placement Facility

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Individual or Member 1

Sole Director and Sole Company Secretary

Member 2 Director

Member 3 Director/Company Secretary

Resource Star Limited ACN 098 238 585

Proxy Form Instructions

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7.00pm (AEDST) on Wednesday, 27 November 2013.

Appointing a Proxy : A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
Direction to Vote : A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
Unless authorised by ASIC, if a member of Key Management Personnel or their Closely Related Parties is appointed as a proxy, they are not permitted to vote undirected proxies on remuneration matters (arising directly or indirectly in connection with remuneration of Key Management Personnel), related party benefit matters under Chapter 2E of the Corporations Act and any spill resolutions. However, the chair may vote a proxy that does not specify how it is to be voted, provided the member who has lodged the proxy has provided their consent in the proxy form for the chair to exercise the proxy in its discretion (save in relation to the remuneration report where a direction is required).
New sections 250BB and 250BC of the Corporations Act : These sections came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote: Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

Resource Star Limited ACN 098 238 585

Proxy Form Instructions

the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
(a) the proxy is not recorded as attending the meeting;
(b) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Signing instructions
- ( Individual ): Where the holding is in one name, the member must sign.
- ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
- (Power of Attorney): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
- (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
Attending the Meeting : Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
Return of Proxy Form : To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
- post to Nissen Kestel Harford, PO Box 8281, Subiaco WA 6008;
- facsimile to Nissen Kestel Harford on facsimile number +61 8 9367 8812 (outside Australia) and 08 9367 811 (within Australia),

so that it is received not later than 12.15pm (AWST) on Wednesday, 27 November 2013.

Proxy Forms received later than this time will be invalid.

Resource Star Limited ACN 098 238 585

Corporate Representative Form

Please return this Appointment Form of Corporate Representative to the Company Secretary’s Office:

Nissen Kestel Harford PO Box 8281 SUBIACO WA 6008 Or Facsimile on +61 8 9 367 8812 (outside Australia) 08 9367 8812 (within Australia)

Shareholder Details

This is to certify that by a resolution of the directors of:

_________ __ACN__ (Insert Company Name)

____________ (Insert Address)

The Company has appointed:

_____________ (Insert Name of Corporate Representative)

In accordance with the provisions of Section 250D of the Corporations Act to act as the Corporate Representative of the company to exercise all or any of the powers the company may exercise at the Annual General Meeting of shareholders of Resource Star Limited ACN 098 238 585 to be held on Friday, 29 November 2013 at 12:15pm (AWST) and at any adjournment or postponement of the Annual General Meeting, or any meeting arising from the Annual General Meeting.

Dated this day of 2013

Executed by

ACN in accordance with section 127 of the C orporations Act 2001:

Director Director/Secretary Name of Authorised Representative

Signed by Authorised Representative

AI assistant

COMPLII FINTECH SOLUTIONS LTD — AGM Information 2013

64639_rns_2013-10-29_caf1e0ad-a13a-4c28-84af-2a07756eb6bb.pdf

RESOURCE STAR LIMITED

ACN 098 238 585

NOTICE OF 2013 ANNUAL GENERAL MEETING

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

VOTING ELIGIBILITY

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Adoption of Annual Financial Report

1. Adoption of Remuneration Report

2. Re-election of Mr Chris Burrell

3. Re-election of Mr Charles (Bill) Guy

4. Re-election of Mr Andrew Bell as Director

5. Ratification of Past Issue of 60,000 Unsecured Convertible Notes

6. Ratification of Past Issue of 100,000 Unsecured Convertible Notes

7. Ratification of Past Issue of 250,000 Fully Paid Ordinary Shares

8. Ratification of past issue of 5,000,000 Fully Paid Ordinary Shares

9. Ratification of Past Issue of 800,000 Fully Paid Ordinary Shares

10. Ratification of Past Issue of 733,334 Fully Paid Ordinary Shares

11. Grant of Unlisted Options to Non-Executive Chairman

12. Grant of Unlisted Options to Executive Director

13. Grant of Unlisted Options to Non-Executive Director

VOTING EXCLUSION STATEMENT FOR RESOLUTIONS 11 to13

SPECIAL BUSINESS

14. Approval of 10% Placement Facility

General Business

EXPLANATORY MEMORANDUM

ANNUAL FINANCIAL REPORT

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Board of Directors unanimously recommends that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF MR CHRIS BURRELL AS DIRECTOR

RESOLUTION 3 – RE-ELECTION OF MR CHARLES (BILL) GUY AS DIRECTOR

RESOLUTION 4 – RE-ELECTION OF MR ANDREW BELL AS DIRECTOR

RESOLUTION 5 – RATIFICATION OF PAST ISSUE OF UNSECURED CONVERTIBLE NOTES

RESOLUTION 6 – RATIFICATION OF PAST ISSUE OF UNSECURED CONVERTIBLE NOTES

RESOLUTION 7 – RATIFICATION OF PAST ISSUE OF 250,000 FULLY PAID ORDINARY SHARES

RESOLUTION 8 – RATIFICATION OF PAST ISSUE OF 5,000,000 FULLY PAID ORDINARY SHARES

RESOLUTION 9 – RATIFICATION OF PAST ISSUE OF 800,000 FULLY PAID ORDINARY SHARES

RESOLUTION 10 – RATIFICATION OF PAST ISSUE OF 733,334 FULLY PAID ORDINARY SHARES

RESOLUTIONS 11 TO 13 – GRANT OFUNLISTED OPTIONS TO NON-EXECUTIVE CHAIRMAN, EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR

Shareholder approval

Chapter 2E of the Corporations Act 2001

The related party to whom the proposed Resolution would permit the financial benefit to be given

The nature of the financial benefit

Directors’ recommendation and basis of financial benefit

Dilution

Total remuneration packages

Existing relevant interest

Trading History

Valuation of options

ASX Listing Rule 10.11

RESOLUTION 14 – APPROVAL OF 10% PLACEMENT FACILITY

ASX Listing Rule 7.1A

Formula for calculating the 10% Placement Capacity

(AxD)-E

D is 10%

Number of Shares that can be issued under 10% Placement Capacity

Technical Information Required under ASX Listing Rule 7.1A

Price of Shares issued under the 10% Placement Capacity

Date of Issue of Shares under the 10% Placement Capacity

Risk of Voting Dilution

Purpose of Issue under 10% Placement Capacity

Allocation under the 10% Placement Capacity

Previous Approval under ASX Listing Rule 7.1A

NON-CASH CONSIDERATION SHARE ISSUES

CASH CONSIDERATION SECURITY ISSUES

Voting Exclusion

GLOSSARY

$ means Australian dollars

ANNEXURE A – TERMS AND CONDITIONS OF UNSECURED CONVERTIBLE NOTES

ANNEXURE B – TERMS AND CONDITIONS OF UNLISTED OPTIONS

APPOINTMENT OF PROXY RESOURCE STAR LIMITED ACN 098 238 585

COMPLII FINTECH SOLUTIONS LTD AGM Information 2013