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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2007

Aug 6, 2007

64639_rns_2007-08-06_3c4a77eb-ee99-4d43-994d-cb5737667cf4.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

RETAIL STAR LIMITED

ABN

71 098 238 585

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to be
issued (if known) or maximum number
which may be issued
3
Principal terms of the+securities (eg, if
options, exercise price and expiry date; if
partly
paid
+securities,
the
amount
outstanding and due dates for payment; if
+convertible securities, the conversion
price and dates for conversion)
Ordinary shares;
Class A Performance Shares;
Class B Performance Shares;
Class C Performance Shares;
Unlisted June 2008 Options exercisable at $0.025
cents;
Unlisted June 2008 Options exercisable at $0.015
cents
118,000,000 Ordinary Shares;
20,000,000 Class A Performance Shares;
30,000,000 Class B Performance Shares;
30,000,000 Class C Performance Shares;
20,000,000 Unlisted June 2008 Options exercisable
at $0.025 each;
10,000,000 Unlisted June 2008 Options exercisable
at $0.015 each
All Ordinary and Performance Shares rank equally
with the existing Shares on issue;
The conversion of the Performance Shares to Fully
Paid Ordinary Shares is subject to certain terms
relating to satisfaction of milestone events;
The June 2008 Unlisted Options are exercisable at
$0.025 each at any time on or before 30 June 2008;
and
The June 2008 Unlisted Options are exercisable at
$0.015 each at any time before 5.00pm WST on 30
June 2008
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing
+class of quoted
+securities?
If the additional securities do not rank
equally, please state:

the date from which they do

the extent to which they participate
for the next dividend, (in the case
of a trust, distribution) or interest
payment

the extent to which they do not
rank equally, other than in relation
to the next dividend, distribution or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering
+securities into
uncertificated holdings or despatch of
certificates
Shares issued will rank parri passu with existing listed
Shares.
117,500,000 Shares issued at $0.015 each;
500,000 Shares issued at $0.03 each;
20,000,000 Class A Performance Shares issued at
$0.005 each;
30,000,000 Class B Performance Shares issued at nil
consideration;
30,000,000 Class C Performance Shares issued at nil
consideration;
20,000,000 June 2008 Unlisted Options exercisable at
0.025 issued at $0.01 each; and
10,000,000 June 2008 Unlisted Options exercisable at
$0.015 each issued at nil consideration
$1,500,000 (from the issue of 80,000,000 Shares,
20,000,000
Class
A
Performance
Shares
and
20,000,000 June 2008 Unlisted Options) will fund the
acquisition of Orion Exploration Pty Ltd;
$562,500 (from the issue of 37,500,000 Shares) will be
applied towards the budgeted expenditure on the
Company’s existing business and the exploration
program to be undertaken by Orion Exploration Pty Ltd;
$15,000 (from the issue of 500,000 shares) from a
Prospectus issued to remove any restrictions on the
sale of securities recently issued by the Company;
Class B and C Performance Shares will be issued
following the granting of Tenements in Malawi, Africa;
and
The agreed fee arrangements with Carmichael Capital
Markets Pty Limited in relation to their work completed
in co-ordinating the capital raising included the issue of
June2008 Options.
7 August 2007; and
The issue of Ordinary Shares under the Prospectus is
to be advised

Appendix 3B New issue announcement

8
Number and+class of all+securities
quoted
on
ASX
(including
the
securities in clause 2 if applicable)
9
Number and+class of all+securities
not quoted on ASX (_including_the
securities in clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
513,529,753 Ordinary Shares
Number +Class
311,000
65,000
65,000
70,000
1,333,334
20,000,000
10,000,000
1,333,334
1,333,332
1,100,000
1,100,000
1,100,000
20,000,000
30,000,000
30,000,000
Unlisted options exercisable at $1.00
expiring on 30 November 2006
Unlisted options exercisable at $0.60
expiring on 31 May 2007
Unlisted options exercisable at $0.80
expiring on 31 May 2008
Unlisted options exercisable at $1.00
expiring on 31 May 2008
Unlisted options exercisable at $0.261
expiring on 15 December 2009
Unlisted options exercisable at $0.025
expiring on 30 June 2008
Unlisted options exercisable at $0.015
expiring on 30 June 2008
Unlisted options exercisable at $0.287
expiring on 15 December 2010
Unlisted options exercisable at $0.314
expiring on 15 December 2011
Unlisted options exercisable at $0.25
expiring on 15 December 2009
Unlisted options exercisable at $0.25
expiring on 15 December 2009
Unlisted options exercisable at $0.25
expiring on 15 December 2009
Class A Performance Shares
Class B Performance Shares
Class C Performance Shares
Unchanged

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are not applicable

Part 3 - Quotation of securities

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

Questions 34 to 42 are not applicable

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

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

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

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

Sign here:

==> picture [153 x 48] intentionally omitted <==

Date: 8 August 2007

Print name: Ross Kestel Director

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