COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2015

Feb 18, 2015

Resource Star Limited Suite 9, Level 2, 330 Churchill Avenue, Subiaco WA 6008 P. +61 8 6489 1600 F. +61 8 6489 1601 ABN 71 098 238 585

==> picture [71 x 91] intentionally omitted <==

19 February 2015

The Manager Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

COMPLETION OF SHARE PLACEMENT

Resource Star Limited (“Resource Star” or the “Company”) is pleased to announce the completion of the nonunderwritten placement of up to 105,974,534 fully paid ordinary shares at a price of $0.006 per share to raise up to approximately $635,847 on 19 February 2015. The issue of 52,987,267 one for two free attaching Options will expire on 31 December 2017 and are exercisable at $0.008. The Options are subject to Shareholder approval which will be sought at the Company’s next Shareholder Meeting. This placement was, subject to the Company’s ability to use its placement capacity under ASX Listing Rule 7.1 and 7.1A as follows:

1. A placement of up to 64,353,820 shares to sophisticated investors pursuant to Section 708 of the Corporations Act 2001 and ASX Listing Rule 7.1 to raise approximately $386,123;

2. Subject to satisfying the conditions to use of ASX Listing Rule 7.1A at the time of issue, 41,620,714 shares will be issued to raise approximately $249,724.

If at the time for issue of the 41,620,714 shares the Company is unable to utilize ASX Listing Rule 7.1A for that issue due to the issue price not satisfying the minimum pricing condition in ASX Listing Rule 7.1A.3, then the issue of those shares will be subject to Shareholder approval at the Company’s forthcoming 2014 Annual General Meeting.

In accordance with the requirements of Listing Rule 3.10.5A, the following information is provided:

• (a) The dilution to existing shareholders as a result of:

• the issue under Listing Rule 7.1 is 12.03%

• the issue under Listing Rule 7.1A is 7.78%; and

• this total placement is 19.81%

• The percentage of pre-placement security holders who did not participate in the offer is 99.75%.

• The percentage of participants in the placement who were not previously security holders is 0.25%.

• (b) The issue of the placement shares was made as it was considered a more efficient mechanism of raising money for the Company. The placement did not expose the Company to market volatility that might have been experienced over a more protracted capital raising process.

• (c) There were no underwriting arrangements.

• (d) The fees incurred by the Company in connection with the issue were approximately $38,151 representing 6% of funds raised.

Sonu Cheema Company Secretary

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)	Fully Paid Ordinary Shares
	105,974,534
	Fully Paid Ordinary Shares rank equally
	Shares issued will rank equally with existing fully paid Ordinary Shares on issue.
	$0.006 per Share for a total consideration of $635,847.
	To raise short term working capital from professional and sophisticated investors.

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 1

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 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)		No	No
		At the Company’s Annual General Meeting held on 28November 2014
		64,353,820
		41,620,714
		N/A
		Nil
		1. N/a 2. Yes Share Issue Date: 19 February 2015 15 Day VWAP: $0.006 75% VWAP: $0.004 3.Source: Iress
		N/A
		Remaining Issue Capacity under Rule 7.1 Nil Remaining Issue Capacity under Rule 7.1A 1,281,833 Shares
		1,281,833 Shares
		19 February 2015
		Number	Class
		535,000,000 77,974,534	Ordinary Shares 31 March 2016 Listed Options exercisable at $0.004 per Option
		Number	Class
		75,333,333	31 December 2017 Unlisted Options exercisable at $0.008 perOption

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 2

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

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 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	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
	N/A

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 3

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

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

Questions 35 to 42 not applicable

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 4

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: 19 February 2015

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 5

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

• Insert number of fully paid ordinary securities on 127,973,088

• issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 8,000,000 (Conversion of Convertible Notes) issued in that 12 month period under an 156,000,000 (Rights Issue) exception in rule 7.2 4,000,000 (Conversion of Convertible Notes) 25,466 (Exercise of Options)

• • Number of fully paid ordinary securities issued in that 12 month period with 20,026,912 (Ratified placement - Sept 2014) shareholder approval 35,000,000 (Placement - Sept 2014) 78,000,000 (Placement - Oct 2014)

• • 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” 429,025,466

Step 2: Calculate 15% of “A”

==> picture [413 x 130] intentionally omitted <==

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

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 64,353,820
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been
used
Insert number of equity securities issued or
agreed to be issued in that 12 month period not
----- End of picture text -----

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 6

==> picture [413 x 397] intentionally omitted <==

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

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
64,353,820
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” 64,353,820
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15 64,353,820
Note: number must be same as shown in Step 2
Subtract “C” 64,353,820
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C” Nil
[Note: this is the remaining placement capacity
under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 7

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	429,025,466
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	42,902,547
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	41,620,714
“E”	41,620,714

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	42,902,547
Subtract“E” Note: number must be same as shown in Step 3	41,620,714
Total[“A” x 0.10] – “E”	1,281,833 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

13/09/2013

Appendix 3B Page 8

Resource Star Limited Suite 9, Level 2, 330 Churchill Avenue, Subiaco WA 6008 P. +61 8 6489 1600 F. +61 8 6489 1601

ABN 71 098 238 585

==> picture [71 x 91] intentionally omitted <==

19 February 2015

The Manager Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

CLEANSING NOTICE UNDER SECTION 708A THE CORPORATIONS ACT 2001 (CTH)

Resource Star Limited (“Resource Star” or the “Company”) advises that it has now completed the placement of 105,974,534 fully paid ordinary shares at an issue price of $0.006 per share with sophisticated investors (the “Placement”). Details of the Placement are set out in the Company’s ASX announcement dated 11 February 2015 and the attached ASX Appendix 3B.

The Company gives this Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”).

The shares of the Placement were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this Notice, the Company has complied with:

• the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• section 674 of the Corporations Act.

As at the date of this Notice, there is no excluded information for the purposes of section 708A(7) of the Corporations Act that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

Yours faithfully By Order of the Board

Sonu Cheema

Company Secretary