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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2012

Feb 8, 2012

64639_rns_2012-02-08_225d83f7-4323-4cc8-a13b-bebf6cb79f40.pdf

Capital/Financing Update

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Resource Star Limited Level 9, 440 Collins Street, Melbourne Vic 3000 P. +61 3 9607 1322 F. +61 3 9607 1329

www.resourcestar.com.au ABN 71 098 238 585

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8 February 2012 RESO0C0R\ASX239

ASX Market Announcements ASX Limited SYDNEY NSW 2000

Non Renounceable Entitlement Issue – Notices to Shareholders

Resource Star Limited refers to the announcement on the 2 February 2012 regarding the Non Renounceable Entitlement Issue of Shares.

In accordance with the Important Dates Schedule the Notices of Issue will be sent to eligible Shareholders who are able to participate and attached is a copy of the Notification.

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Simon Heggen

Managing Director

Resource Star Limited Level 9, 440 Collins Street, Melbourne Vic 3000 P. +61 3 9607 1322 F. +61 3 9607 1329 www.resourcestar.com.au ABN 71 098 238 585

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8 February 2012

Dear Shareholder

NON-RENOUNCEABLE ENTITLEMENT ISSUE

Resource Star Limited ( Company ) has announced to ASX Limited ( ASX ) a non-renounceable entitlement issue on the basis of one (1) Share for every one (1) Share held by shareholders at 5.00pm on the record date of 15 February 2012 at $0.02 per Share ( Offer ).

The entitlement issue will result in the issue of approximately 56,928,182 Shares and will raise approximately $1,138,564 (before expenses of the Offer).

Red Rock Resources Plc, a substantial shareholder of RSL, has confirmed that it will take up its full entitlement under the Offer and has entered into an Underwriting Agreement with the Company to underwrite up to the first $500,000 worth of any shortfall from the Offer (if any) on top of taking up its full entitlement.

The Prospectus relating to this issue has been lodged with the Australian Securities and Investments Commission and ASX and is available on the ASX website at www.asx.com.au for inspection. The timetable and important dates of the issue are set out below:

and important dates of the issue are set out below:
Lodgement of Prospectus with the ASIC 2 February 2012
Lodgement of Prospectus & Appendix 3B with ASX 2 February 2012
Notice sent to Shareholders and Optionholders 8 February 2012
Ex date 9 February 2012
Record Date for determining entitlements 5.00
pm
(WST)
15 February 2012
Prospectus despatched to Shareholders & Company announces
despatch has been completed
205 February 2012
Closing Date* 5.00 pm (WST) on 6 March
2012
Shares quoted on a deferred settlement basis 7 March 2012
ASX notified of under subscriptions 8 March 2012
Despatch Date 14 March 2012

The funds raised from the Offer will be used for:

  1. Ongoing exploration activity in Malawi, Western Australia and the Northern Territory;

  2. Repayment of short term funding from Red Rock Resources Plc; and

  3. To meet the expenses of the Offer and for working capital purposes.

The capital structure of the Company on completion of the Offer will be as follows:

RESOURCE STAR LIMITED

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RESO0C0R\CORRESPONDENCE\C435

Shares

Shares
Number
Shares currently on issue 56,928,182
Shares offered pursuant to the Offer 56,928,182
Total Shares on issue after completion of the Offer 113,856,364

Options

Number
Listed Options (exercise price $0.20, expiry date 30 September
2012)
45,964,091
Unlisted Options (exercise price $0.20, expiry date 15 July 2012) 550,000
Unlisted Options (exercise price $0.20, expiry date 30 September
2012)
2,000,000
Unlisted Options (exercise price $0.15, expiry date 1 December
2013)
1,500,000
Unlisted Options (vest on 1 July 2012, exercise price $0.20, expiry
date 1 December 2013)
750,000
Unlisted Options (vest on 1 July 2013, exercise price $0.25, expiry
date 1 December 2013)
750,000
Options offered pursuant to the Offer Nil
Total Options on issue after completion of the Offer 51,514,091

In calculating entitlements under the entitlement issue fractions will be rounded up to the nearest whole number.

The offer under the Prospectus is made to Shareholders with registered addresses in Australia, New Zealand and the United Kingdom.

Full detail of the issue will be contained in the Prospectus that will be mailed to all Shareholders who are registered on the record date. Shareholders eligible to participate should read the Prospectus carefully.

Yours faithfully

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Simon Heggen Managing Director

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