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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2012

Feb 29, 2012

64639_rns_2012-02-29_e81eac38-7425-44ed-88fd-4b6a684c45fd.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

(Amended)

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).

Questions 1 to 10 not applicable

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 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

  • See chapter 19 for defined terms.

Appendix 3B Page 1

7/2/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(a) Questions 35 to 37 are not relevant

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class of
+securities for which
quotation is sought
40
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
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
760,000 Shares
Fully paid Ordinary Shares
Yes
Release of Restricted Securities.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

7/2/2012

Appendix 3B New issue announcement

42
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
38)
43
Number
and
+class
of
all
+securities not quoted on ASX
Number ~~+~~Class ~~+~~Class
113,856,364
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
EntitlementAllotment)
Number +Class
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

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

  • See chapter 19 for defined terms.

7/2/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

  • 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.

  • 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.

  • 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: Print name: Eryn Kestel Date: 01 March 2012 Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

7/2/2012