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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2012

Mar 25, 2012

64639_rns_2012-03-25_8233566b-9693-4f53-aa66-10f404647b6c.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

bvRule 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

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 Fully Paid Ordinary Shares issued

  • 2 Number of[+] securities issued or to 41,928,182 Shares be issued (if known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities Fully Paid Ordinary Shares rank equally (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)

  • See chapter 19 for defined terms.

02/02/2012

Appendix 3B Page 1

Appendix 3B New issue announcement

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
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause 2
if applicable)
Shares issued will rank equally with existing Fully Paid
Ordinary Shares on issue.
Shares issued will rank equally with existing Fully Paid
Ordinary Shares on issue.
$0.02per Share for a total consideration of $838,566
Funds from the Rights Issue will be used to

Repay the short term funding from Red Rock
Resources Plc;

Further ongoing exploration activity in Malawi,
Western Australia and the Northern Territory; and

To meet expenses of the offer


23 March 2012
Number +Class



98,856,364
10,532,905
20,000,000
15,431,186
Ordinary Shares
September 2012 Listed Options
exercisable at 20 cents per Option
(Entitlement Allotment)
September 2012 Listed Options
exercisable
at
20
cents
per
Options
(Lead Manager Allotment)
September 2012 Listed Options
(Shortfall Options from Entitlement
Allotment)
  • See chapter 19 for defined terms.

Appendix 3B Page 2

02/02/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including the securities in clause 2
if applicable)
550,000
2,000,000
1,500,000
750,000
750,000
CEO Unlisted Incentive Options
expiring on 15 July 2012
September 2012 Unlisted Options
exercisable at 20 cents per Option
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
  • 10 Dividend policy (in the case of a No dividend policy has been established trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are applicable for this Issue

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.

  • See chapter 19 for defined terms.

02/02/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

  • 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:

Date: 26 March 2012

Print name: Eryn Kestel Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

02/02/2012