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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

22/10/2012

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.

Appendix 3B Page 2

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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.

Appendix 3B Page 3

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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.

Appendix 3B Page 4

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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.

Appendix 3B Page 5

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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.

Appendix 3B Page 6

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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.

Appendix 3B Page 7

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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

22/10/2012