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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2013

Apr 29, 2013

64639_rns_2013-04-29_4f380dd5-3210-4a29-b3f6-544509a8435d.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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30 April 2013

ASX Announcement/Media Release

Resource Star secures $1.3 million convertible note facility from global investment fund CITIC‐GEM Fund

The Board of Resource Star Limited (ASX: RSL) ( the Company ) is pleased to advise the market and shareholders that is has entered into a term sheet with global investment firm, Global Emerging Markets ( GEM ) for a $1.3 million convertible note facility which will be placed with the CITIC‐GEM Fund.

CITIC, otherwise known as the China International Trust and Investment Company, is China’s largest native multinational company with over $125 billion of total assets, 44 subsidiaries and true global reach and influence. The partnership between CITIC and GEM was set up to launch and co‐manage a $1 billion natural resources fund across Asia and Africa.

While definitive documents are still to be finalised, the terms sheet sets out the following core terms of the convertible note facility:

  • Total facility of $1.3 million payable by way of 4 tranches:

    • $200,000 (initial closing tranche),

    • $260,000 upon trigger event (second tranche),

    • $360,000 upon trigger event (third tranche),

    • $480,000 upon trigger event (fourth tranche).

  • 3 year term.

  • Coupon of 2.0% payable in cash or stock at time of conversion.

  • Conversion rights:

    • Optional – at any time at the lesser of 135% of the average of the closing bid price for 5 trading days immediately prior to closing (“ Market Price ”) or 100% of the average for the three lowest closing bid prices in the 40 days immediately preceding conversion (“ Floating Conversion Price ”).

    • Mandatory – at maturity at the less of the Fixed Conversion Price or the Floating Conversion Price.

RESOURCE STAR LIMITED

2

  • Trigger event occurs when ordinary shares trade at or above the Initial Fixed Conversion Price for a period of 30 consecutive days. The fixed conversion price is equal to 135% of the previous tranche price.

  • Company may redeem at any time on giving of 30 business days’ notice, at 135%.

  • Closing fee of 2% payable by way of cash or shares (at the discretion of the Company).

As consideration for CITIC‐GEM entering into the convertible note the Company has agreed to issue to CITIC‐GEM 50,000,000 options, which will have a fixed conversion price and a term of three (3) years. The issue of the options are subject to shareholder approval.

The parties anticipate that definitive documentation and the first draw down will be completed within the coming 7‐10 days.

The cash can be used by the Company to meet its current and future working capital and general operating obligations and commitments.

Executive Director, Chris Burrell, said today “The Board is extremely pleased to have CITIC‐GEM join the Company as a strategic partner.”

“This $1.3 million initial investment gives the Board the extra security and confidence to pursue new strategic opportunities, both locally and abroad.” Mr Burrell said.

For further information, please contact:

Chris Burrell Executive Director +61 (0)417 832 153