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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2016

Aug 30, 2016

64639_rns_2016-08-30_6f518abc-044a-440f-be40-5b03da1eb80e.pdf

Capital/Financing Update

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==> picture [377 x 44] intentionally omitted <==

ASX: IAM

23 August 2016

Australian Securities Exchange ( ASX ) Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000

PRE-QUOTATION DISCLOSURE

Intiger Group Limited (formerly Star Striker Limited) (ACN 098 238 585) ( Company ) provides the following confirmations to satisfy conditions for reinstatement of the Company’s securities to quotation on ASX.

Completion of Public Offer

The Company confirms that the public offer of 174,030,549 fully paid ordinary shares ( Shares ) under the replacement prospectus dated 16 June 2016 ( Prospectus ) ( Public Offer ) closed on 29 June 2016, and completion of the issue of all securities under the Public Offer.

The Company confirms that all conditions precedent to the Public Offer have been satisfied.

Completion of acquisition of the Intiger Group Limited

The Company confirms that all conditions precedent to the agreement ( Agreement ) entered into by the Company to acquire all of the issued capital of each of:

  • (a) Intiger Asset Management Pty Ltd (ACN 606 729 328) ( Intiger );

  • (b) Intiger Process Enhancement Pty Ltd (ACN 610 159 209);

  • (c) Intiger Asset Management Limited (a Hong Kong Company), HKCN 2254952;

  • (d) Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742;

  • (e) Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and

  • (f) Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320 ( Lion 2

as well as indirectly, Integra Asset Management Australia Pty Ltd (ACN 162 734 376), a wholly owned subsidiary of Intiger (together, the Intiger Group ), ( Acquisition ) have been satisfied and the Company has completed the Acquisition, including the issue of 500,000,000 performance shares in the capital of the Company ( Performance Shares ) (being 250,000,000 Class A Performance Shares and 250,000,000 Class B Performance Shares) by way of consideration for the Acquisition.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585

INTIGER GROUP LIMITED

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Further, the Company confirms that:

  • (a) the beneficial title to 100% of the Lion 2 shares has been transferred to the Company by way of a deed of absolute sale;

  • (b) an application for tax clearance and Certificate Authorising Registration ( CAR ) has been filed with the relevant Philippine authority;

  • (c) all directors of Lion 2 have entered into declarations of trust in favour of the Company in respect of their shares in Lion 2;

  • (d) the Company is the beneficial owner of the remaining 2,495 shares of Lion 2 ( Remaining Shares ); and

  • (e) the Company has the right to appoint all directors of the Lion 2 board of directors.

The Company confirms that it is able to undertake the activities of Lion 2 in the Philippines, including spending funds on the offshore back office resources as outlined in the Prospectus.

Debt Conversion Agreement

The Company confirms that it has issued 37,500,000 Shares to Mr Mark Fisher in consideration for the full release and discharge of the $750,000 debt due and owing to Mr Fisher by Intiger under the Debt Conversion Agreement dated 18 May 2016 between the Company, Mr Fisher and Intiger.

Issue of securities

In addition to the securities issued pursuant to the Public Offer and the Acquisition, the Company confirms that, as approved by the Company’s shareholders on 10 June 2016, the Company has also issued the following securities:

  • (a) 50,000,000 options to acquire Shares ( Options ) to Merchant Capital Markets Pty Ltd (or its nominees) in consideration for the introduction of the Intiger Group to the Company; and

  • (b) 50,000,000 Options to Messrs Mark Rantall, Mark Fisher and Patrick Canion pursuant to the Company’s Incentive Option Plan.

No material subsequent events

The Company confirms there have been no material subsequent events to alter the Company’s consolidated statement of financial position as detailed in the Prospectus.

No impediments

The Company confirms there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus.

Compliance with ASX Listing Rules

The Company confirms that it is in compliance with the ASX Listing Rules and in particular ASX Listing Rule 3.1.

INTIGER GROUP LIMITED

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Use of funds, capital structure and pro forma balance sheet

The use of funds table, capital structure and pro forma balance sheet based on actual funds raised are set out in sections 4.8, 4.9 and 8.1 of the Prospectus, respectively.

Restricted Securities

Following reinstatement to quotation of the Company’s securities on the ASX, the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.

Securities restricted for 24 months from date of quotation:

Class Number Restriction Period
Ordinary Fully Paid Shares 37,500,000 24 months from date of quotation
Options1 100,000,000 24 months from date of quotation
Performance Shares2 440,000,000 24 months from date of quotation

Securities restricted for 12 months from the date of issue:

Class Number Restriction Period
Performance Shares2 60,000,000 12 months from 17 August 2016

Notes:

  1. Comprised of 50,000,000 options exercisable at $0.02 on or before 30 June 2020 ( Advisor Options ) (the terms and conditions of the Advisor Options are set out in Schedule 5 of the Company’s Notice of Meeting dated 18 May 2016) and 50,000,000 options exercisable at $0.02 on or before 30 June 2020 ( Incentive Options ) (the terms and conditions of the Incentive Options are set out in Schedule 6 of the Company’s Notice of Meeting dated 18 May 2016).

  2. The terms of the Performance Shares are set out in Schedule 1 of the Company’s Notice of General Meeting dated 18 May 2016.