COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2015

May 13, 2015

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Options to belisted (“RSLOA” – TBC)
	225,987,267
	Options; exercisable at $0.008 on or before 31 December 2017.
	Yes - Previously unlisted options to be listed (“RSLOA” - TBC) exercisable at $0.008 on or before 31 December 2017.
	NIL
	Conversion of Unlisted Options to Listed Options.

• See chapter 19 for defined terms.

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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 Current Number and+class of all+securities quoted on ASX		Yes	Yes
		At the Company’s Annual General Meeting held on 28November 2014
		Nil
		N/A
		N/A
		N/A
		N/A
		N/A
		Remaining Issue Capacity under Rule 7.1 8,850,000 Remaining Issue Capacity under Rule 7.1A 59,233,333
		On or about 14 May 2015
		Number	Class
		592,333,333 77,974,534 225,987,267	Ordinary Shares (RSLO) 31 March 2016 Listed Options exercisable at $0.004 per Option (RSLOA) 31 December 2017 Listed Options exercisable at $0.008 per Option

• See chapter 19 for defined terms.

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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
	-	-
	Not Applicable

Part 2 - Bonus issue or pro rata issue Questions 11 to 33 are not applicable

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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26 Date entitlement and acceptance form and offer documents 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) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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) X 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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• See chapter 19 for defined terms.

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• 37 A copy of any trust deed for the additional +securities

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 noone 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.

• 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: Sonu Cheema Company Secretary

Date: 14 May 2015

• See chapter 19 for defined terms.

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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

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	127,173,088
Addthe following: • Number of fully paid ordinary securities 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	8,800,000 (Conversion of Convertible Notes) 156,000,000 (Rights Issue) 4,000,000 (Conversion of Convertible Notes) 25,466 (Exercise of Options) 20,026,912 (Ratified placement - Sept 2014) 35,000,000 (Placement - Sept 2014) 78,000,000 (Placement - Oct 2014) 105,974,534 (Placement – Feb 2015) 1,333,333 (Option Conversion - 17 Apr 2015) 50,000,000 (Ratified placement – 23 April 2015) 1,666,667 (Option Conversion - 23 April 2015) 1,333,333 (Option Conversion – 1 May 2015) 3,000,000 (Option Conversion – 11 May 2015)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	N/A
“A”	592,333,333

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	88,850,000
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• See chapter 19 for defined terms.

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Insert number 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 80,000,000 - Unlisted Options exercisable at
or rule 7.4 $0.008 on or before 31 December 2017
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
“C” 80,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15 88,850,000
Note: number must be same as shown in Step 2
Subtract “C” 80,000,000
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C” 8,850,000
[Note: this is the remaining placement capacity
under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	592,333,333
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	59,233,333
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	Nil
“E”	Nil

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	59,233,333
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	59,233,333 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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RESOURCE STAR LIMITED OPTIONS EXP 31/12/17 $0.008 TOP 20 LISTING

RANK	HOLDER NAME	NUMBER HELD	PERCENTAGE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20	THE TRUST COMPANY (AUSTRALIA) AVIEMORE CAPITAL PTY LTD MR MATHEW DONALD WALKER MR WILLIAM MURRAY MITCHELL & PROSPERO CAPITAL PTY LTD ETHAN ALLEN INVESTMENTS PTY SABRELINE PTY LTD RIMOYNE PTY LTD FAULKNER CAPITAL GROUP PTY LTD MR BIN LIU WASHDO HOLDINGS PTY LTD RED DRAGON COAL (ENTERPRISES) STRATEGIC FUNDING MANAGEMENT ACNS CAPITAL MARKETS PTY LTD RAVENHILL INVESTMENTS PTY LTD MIAL ENTERPRISES PTY LTD WITNEY THREE PTY LTD DEMASIADO PTY LTD MR GARRY BENJAMIN RALSTON STATION NOMINEESPTY LTD	26,000,000 21,666,666 15,000,000 14,833,334 10,000,000 8,875,000 8,862,267 8,000,000 8,000,000 7,250,000 6,666,667 5,333,333 5,000,000 5,000,000 4,875,000 4,583,333 4,000,000 4,000,000 3,541,667 3,333,333	11.51% 9.59% 6.64% 6.56% 4.43% 3.93% 3.92% 3.54% 3.54% 3.21% 2.95% 2.36% 2.21% 2.21% 2.16% 2.03% 1.77% 1.77% 1.57% 1.48%
	TOTAL TOP 20	174,820,600	77.38%
	RESOURCE STAR LIMITED OPTIONS EXP 31/12/17 $0.008 SPREAD ANALYSIS
Issued Capital CHESS Holders Issuer Holders Restricted Holders Total Holders OverseasHolders			225,987,267 0 65 0 65 4
DISTRIBUTION OF HOLDERS
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001and above			0 0 0 0 65

• See chapter 19 for defined terms.

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