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COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2012
Dec 30, 2012
64639_rns_2012-12-30_78dec456-aaa3-4d0b-8e27-19d22ed6058d.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, 24/10/2005.
| Name of entity | Resource Star Limited |
|---|---|
| ACN | 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) 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 |
Shares |
|---|---|
| 250,000 | |
| Fully paid ordinary shares | |
| The issued Shares will rank equally with the existing class of quoted Shares. |
- See chapter 19 for defined terms.
Appendix 3B Page 1
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5 Issue price or consideration
$0.02 per Share for a total consideration of $5,000.00
| 6 Purpose of the issue (If issued as consideration for acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) |
Issue of Fully Paid Ordinary Shares following the termination of Consultancy Agreement with Exploration Manager. |
|---|---|
| Yes | |
| 27 November 2012 | |
| 250,000 | |
| N/A | |
| 1,400,000 Shares (under ASX Listing Rule 7.4 approved at 23 November 2009 Annual General Meeting) 11,742,528 Shares (under ASX Listing Rule 7.1 approved at 23 November 2009 Annual General Meeting) 3,742,475 Shares (under ASX Listing Rule 7.4 approved at 23 July 2010 General Meeting) 20,000,000 Options (under ASX Listing Rule 7.1 approved at 23 July 2010 General Meeting) 5,000,000 Shares (under ASX Listing Rule 7.1 approved at 24 November 2010) 2,000,000 Options (under ASX Listing Rule 10.11 approved at 24 November 2012 Annual General Meeting) 3,000,000 Options (under ASX Listing Rule 10.11 approved at 30 November 2011 Annual General Meeting) |
- See chapter 19 for defined terms.
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| 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities 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) |
56,928,232 | 56,928,232 |
|---|---|---|
| N/A | ||
| N/A | ||
| 28,214,103 | ||
| 2 January 2013 | ||
| Number | ~~+~~Class | |
| 114,106,414 | Ordinary Shares | |
| 1,500,000 750,000 750,000 |
December 2013 Class A Unlisted Options exercisable at 15 cents per Option December 2013 Class B Unlisted Options exercisable at 20 cents per Option December 2013 Class C Unlisted Options exercisable at 25 cents per Option |
|
| Not Applicable |
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 )
-
See chapter 19 for defined terms.
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- (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 and 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.
Sign here:
==> picture [154 x 71] intentionally omitted <==
Date: 31 December 2012
Print name: Eryn Kestel Company Secretary
- See chapter 19 for defined terms.
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Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
==> picture [415 x 420] intentionally omitted <==
----- Start of picture text -----
Insert number of fully paid ordinary 56,168,182
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 57,688,232
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities -
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary -
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid ordinary N/A
securities cancelled during that 12 month
period
“A” 113,856,414
----- End of picture text -----
- See chapter 19 for defined terms.
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Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 17,078,462 |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
| Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
250,000 |
| “C” | 250,000 |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
| “A” x 0.15 Note: number must be same as shown in Step 2 |
17,078,462 |
| Subtract“C” Note: number must be same as shown in Step 3 |
250,000 |
| Total[“A” x 0.15] – “C” | 16,828,462 [Note: this is the remaining placement capacity under rule 7.1] |
- See chapter 19 for defined terms.
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Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 113,856,414 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 11,385,641
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes:
-
This applies to equity securities – not just ordinary securities
-
Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed
-
Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
-
It may be useful to set out issues of securities on different dates as separate line items
“E” Nil
- See chapter 19 for defined terms.
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| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
|
| “A” x 0.10 Note: number must be same as shown in Step 2 |
11,385,641 |
| Subtract“E” Note: number must be same as shown in Step 3 |
- |
| Total[“A” x 0.10] – “E” | 11,385,641 Note: this is the remaining placement capacity under rule 7.1A |
- See chapter 19 for defined terms.
Appendix 3B Page 8
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