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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2009

Dec 1, 2009

64639_rns_2009-12-01_61173606-f0d6-4c19-bd34-5d46f0d7132d.pdf

Capital/Financing Update

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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

RESOURCE 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 beissued2Number of+securities issued or to beissued (if known) or maximum numberwhich may be issued3Principal terms of the+securities (eg, ifoptions, exercise price and expirydate; if partly paid+securities, theamount outstanding and due dates forpayment; if+convertible securities, theconversionpriceanddatesforconversion)4Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do not rankequally, please state:•the date from which they do•the extent to which they participatefor the next dividend, (in the caseof a trust, distribution) or interestpayment•the extent to which they do notrank equally, other than in relationto the next dividend, distribution orinterest payment Fully Paid Ordinary Shares
25,000,000
The Fully Paid Ordinary Shares will rank equally
The Fully Paid Ordinary Shares issued will rank equallywith existing Fully Paid Ordinary Shares on issue.
5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)7Dates of entering+securities intouncertificated holdings or despatch ofcertificates8Number and+class of all+securitiesquotedonASX(includingthesecurities in clause 2 if applicable)9Number and+class of all+securitiesnot quoted on ASX (_including_thesecurities in clause 2 if applicable) (i) 22,000,000 Shares at 20 cents to raise a total of$4,400,000:•Minimum subscription will raise $1,900,000;and•Maximum subscription will raise $2,500,000(ii) 3,000,000 Shares at a Deemed Issue Price of 20cents being offered to the major Shareholder Red RockResources in satisfaction of a loan and as considerationundera SaleAgreement (i) 22,000,000 Shares at 20 cents to raise a total of$4,400,000:•Minimum subscription will raise $1,900,000;and•Maximum subscription will raise $2,500,000(ii) 3,000,000 Shares at a Deemed Issue Price of 20cents being offered to the major Shareholder Red RockResources in satisfaction of a loan and as considerationundera SaleAgreement
The purposes of the issue are:To satisfy ASX requirements for re-listing following achange to the nature of the Company’s activities;Loans have been accepted from the Company’s majorShareholder – Red Rock Resources Plc for fundingpurposes. The Company is now satisfying $490,000 ofthe loan amount to Red Rock Resources by the issue of2,450,000 Shares; andUnder a Sale Agreement between the Company andRed Rock Resources Plc; Red Rock has agreed to selland the Company has agreed to purchase Red Rock’sinterest in EPL 0264/08 and 35% interest in EL11/2005at Savage River North, Tasmania for a consideration of550,000 Shares.The funds raised from the Prospectus will be applied inaccordance with the table set out in Section 3.5 of theCompany’s Prospectus dated 25 November 2009. If theCompany raises between the Minimum and Maximumsubscription, the Company intends to apply the fundspro rata to its evaluation and exploration items or as isjustified by the exploration results.
Closing date of Prospectus is 23 December 2009 soallotment to occur thereafter
Number +Class
64,425,654 Ordinary Shares
Number +Class
78,432194,11878,43278,432800,000 Unlisted options exercisable at $4.437expiring on 15 December 2009Unlisted options exercisable at $4.25expiring on 15 December 2009Unlisted options exercisable at $4.879expiring on 15 December 2010Unlisted options exercisable at $5.338expiring on 15 December 2011CEO Unlisted Incentive Options
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

  • 10 Dividend policy (in the case of a trust, Unchanged distribution policy) on the increased capital (interests)

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

  • 34 Type of securities (tick one)

  • (a) � Securities described in Part 1

  • (b) All other Securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Questions 35 to 42 not applicable

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 no-one 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.

  • 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.

Signed: Ross Kestel Director

Date: 2 December 2009

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003