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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
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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.
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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.
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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.
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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.
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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:
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Date: 8 August 2007
Print name: Ross Kestel Director
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