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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2013

Jul 25, 2013

64639_rns_2013-07-25_9f269f5c-b040-4d55-bd6d-3b9257c676f8.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
5
Issue price or consideration
Shares
5,000,000
Fully paid ordinary shares
The issued Shares will rank equally with the existing
class of quoted Shares.
$0.015 per Share for a total consideration of $75,000.00
  • See chapter 19 for defined terms.

Appendix 3B Page 1

22/10/2012

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)
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
Issue of Fully Paid Ordinary Shares to Thundelarra
Limited in accordance with the Agreement for Sale of
Mining Assets representing the settlement for the
purchase of Mining Tenement E80/3572.
Issue of Fully Paid Ordinary Shares to Thundelarra
Limited in accordance with the Agreement for Sale of
Mining Assets representing the settlement for the
purchase of Mining Tenement E80/3572.
Yes
27 November 2012
5,000,000
N/A
N/A
N/A
N/A
N/A
Remaining Issue Capacity under Rule 7.1
12,928,463 Securities
Remaining Issue Capacity under Rule 7.1A
12,118,975 Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

26 July 2013

Number +Class 8 Number and[+] class of all[+] securities 126,439,754 Ordinary Shares quoted on ASX ( including the securities in clause 2 if applicable) Not Applicable Not Applicable

  • 10 Dividend policy (in the case of a trust, Not Applicable distribution policy) on the increased capital (interests)

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 )

  • (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.

  • See chapter 19 for defined terms.

Appendix 3B Page 3

22/10/2012

  • 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 Company Secretary

Date: 26 July 2013

  • 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 [414 x 403] 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 65,021,572
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” 121,189,754
----- 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”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 18,178,463
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 5,250,000
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
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 18,178,463
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
5,250,000
“C” 5,250,000
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
18,178,463
Subtract“C”
Note: number must be same as shown in
Step 3
5,250,000
Total[“A” x 0.15] – “C” 12,928,463
[Note: this is the remaining placement
capacity under rule 7.1]
placement capacity under rule 7.1
“A” x 0.15 18,178,463
Note: number must be same as shown in
Step 2
Subtract“C” 5,250,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 12,928,463
[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” 121,189,754 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 12,118,975 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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
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
12,118,975
Subtract“E”
Note: number must be same as shown in Step 3
-
Total[“A” x 0.10] – “E” 12,118,975
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 8

22/10/2012