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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2012

Feb 1, 2012

64639_rns_2012-02-01_dd236c2e-729b-4747-96cd-ccfab85e0442.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
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)
Fully Paid Ordinary Shares
Approximately 56,928,182 Shares;
Fully Paid Ordinary Shares rank equally
  • 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)
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 approximately
$1.14m
Funds from the Rights Issue will be used to

complete a new round of exploration at the
Livingstonia JV Uranium Project in Malawi;

advance its other exploration projects in Malawi and
Australia;

repay funding made available by Red Rock
Resources; and

remaining funds will be allocated to working capital
and costs oftheissue
7
Dates of entering+securities into
Around 14 March 2012

uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause 2
if applicable)
Number
113,096,364
10,532,905
20,000,000
15,431,186
+Class
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)
7 Dates of entering+securities Dates of entering+securities Dates of entering+securities Dates of entering+securities Dates of entering+securities into Around 14 March 2012 Around 14 March 2012
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class
of
all 113,096,364 Ordinary Shares
+securities quoted on ASX
(_including_the securities in clause 2 10,532,905 September 2012 Listed Options
if applicable) exercisable at 20 cents per Option
(Entitlement Allotment)
20,000,000 September 2012 Listed Options
exercisable
at
20 cents per
Options
(Lead Manager Allotment)
15,431,186 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)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
760,000
550,000
2,000,000
1,500,000
750,000
750,000

Restricted Ordinary Shares
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
perOption
No dividend policy has been established

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or Non-Renounceable Entitlement Issue non-renounceable? 13 Ratio in which the[+] securities will 1 New Share for every 1 Share held by Shareholders be offered 14 +Class of +securities to which Ordinary Shares the offer relates 15 +Record date to determine 15 February 2012 entitlements 16 Will holdings on different Not Applicable registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Rounded up to the nearest whole number in relation to fractions

  • See chapter 19 for defined terms.

02/02/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be
told how their entitlements are to
be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date
entitlement
and
acceptance form and prospectus
or Product Disclosure Statement
will be sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
Shareholders in Australia, New Zealand and the United
Kingdom only are entitled to participate
6 March 2012
Red Rock Resources Plc
The Offer is partially underwritten to the first $500,000 of
any shortfall in the Issue.
There is the payment of an Underwriting Fee of 2.5% of
that amount which Red Rock ultimatelyunderwrites.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
20 February 2012
8 February 2012
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

30 How do[+] security holders sell Not Applicable their entitlements in full through a broker? 31 How do[+] security holders sell Not Applicable part of their entitlements through a broker and accept for the balance? 32 How do +security holders Not Applicable dispose of their entitlements (except by sale through a broker)? 33 +Despatch date 14 March 2012

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.

  • 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.

  • See chapter 19 for defined terms.

02/02/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

  • 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: 2 February 2012

Print name: Eryn Kestel Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 6

02/02/2012