COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2014

Feb 3, 2014

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).

==> picture [456 x 355] intentionally omitted <==

----- Start of picture text -----

1 +Class of +securities issued or to be Shares
issued
2 Number of +securities issued or to be 20,026,912
issued (if known) or maximum number
which may be issued
3 Principal terms of the [+] securities (eg, if Fully paid Ordinary
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 Shares issued will rank equally with existing Fully Paid
respects from the date of allotment with Ordinary Shares on issue.
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 $0.005 to raise a total of $100,134.56
----- End of picture text -----

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 1

6 Purpose of the issue (If issued as consideration for the 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 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)		Issue of Shares under the Company’s 15% Placement Capacity to raise short term working capital from a new professional investor.	Issue of Shares under the Company’s 15% Placement Capacity to raise short term working capital from a new professional investor.	Issue of Shares under the Company’s 15% Placement Capacity to raise short term working capital from a new professional investor.
		Yes
		At the Company’s Annual General Meeting held on 29 November 2013
		20,026,912
		Nil
		Nil
		Nil
		N/A
		N/A
		Remaining Issue Capacity under Rule 7.1 369,051 Securities Remaining Issue Capacity under Rule 7.1A 13,597,309 Shares
		13,597,309 Shares
		04 February 2014
		Number	Class
		156,000,000	Ordinary Shares

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 2

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)	Number	Class
	50,000	Unsecured Convertible Notes
	Not Applicable

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.

• 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.

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 3

• 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: 04 February 2014

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 4

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 [415 x 403] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 121,189,754
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 8,800,000
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities 5,983,334
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” 135,973,088
----- End of picture text -----

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 5

Step 2: Calculate 15% of “A”

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	20,395,963
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	20,026,912
“C”	20,026,912
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	20,395,963
Subtract“C” Note: number must be same as shown in Step 3	20,026,912
Total[“A” x 0.15] – “C”	369,051 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 6

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” 135,973,088 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 13,597,309

Multiply “A” by 0.10

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.

13/09/2013

Appendix 3B Page 7

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	13,597,309
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	13,597,309 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 8