UNION STAR METALS LTD — Capital/Financing Update 2013

Jun 26, 2013

ASX ANNOUNCEMENT

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SOUTH AMERICA’S EMERGING PRECIOUS AND BASE METAL EXPLORER

PLACEMENT - DESPATCH OF HOLDING STATEMENTS, APPENDIX 3B AND SECTION 708A(5) NOTICE

Promesa Limited (“Promesa” or the “Company”) (ASX:PRA) is pleased to advise that the holding statements for part of the capital raising to sophisticated and professional investors, as previously advised on the 8 May 2013, were despatched.

26 June 2013

The placement of 20,000,000 shares at $0.035 has been made pursuant to prior shareholder approval at the EGM dated 25 March 2013.

Level 28, 140 St Georges Terrace, PERTH WA 6000

PO Box 994, SUBIACO WA 6904

Phone: +61 8 9278 2766 Fax: +61 8 9278 2525

The placement of 700,000 shares at a deemed price of $0.05 in consideration for research reports and marketing services provided by RM research pursuant to prior shareholder approval at the EGM dated 25 March 2013.

The placement of 6,186,428 shares at $0.035 has been made pursuant to the Company’s 15 % placement facility under rule 7.1.

The placement of 30,000,000 unlisted service options has been made pursuant to prior shareholder approval at the EGM dated 25 March 2013.

ABN 36 124 541 466

ASX Code: PRA

www.promesa.com.au

The placement of 265,000 unlisted service options has been made pursuant to the Company’s 15 % placement facility under rule 7.1.

The issue of 750,000 unlisted class A employee options 750,000 unlisted class B employee options and 750,000 unlisted class C employee options has been made pursuant to prior shareholder approval at the EGM dated 25 March 2013.

Contact

Ananda Kathiravelu

Executive Director Email: ananda@promesa.com.au Mbl: 0412 036 789

Please find attached an Appendix 3B and a Section 708A(5) Notice with respect to the issue .

Yours Sincerely,

Michael Sebbag

Executive Technical Director Email: michael@promesa.com.au Mbl: 0407 703 899

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Philip Re Company Secretary

ASX:PRA | PROMESA.COM.AU Page 1

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

PROMESA LIMITED

ABN

36 124 541 466

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 (e.g. 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)	i & ii Ordinary Shares (PRA) iii. Unlisted Service Options iv. Unlisted Class A Employee Options, Unlisted Class B Employee Options, Unlisted Class C Employee Options.
	i. 26,186,428 Ordinary Shares (PRA) ii. 700,000 Ordinary Shares (PRA) iii. 30,265,000 Unlisted Service Options iv. 750,000 Unlisted Class A Employee Options, 750,000 Unlisted Class B Employee Options, 750,000 Unlisted Class C Employee Options.
	i, ii Fully paid ordinary shares ranking equally with existing ordinary shares (PRA) iii. Options to acquire ordinary shares are exercisable at 10 cents on or before the 24 June 2014. iv. Options to acquire ordinary shares are exercisable at 15 cents (Class A Employee Options), 20 cents (Class B Employee Options) and 25 cents (Class C Employee Options) exercisable on or before the 24 June 2015.

4 Do the+securities rank equally in all respects from the+issue date 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) 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	The shares rank equally with existing shares. The shares upon the exercise of the options will rank equally with the Company existing ordinary fully paid shares.
	i.$0.035 per share. ii. Consideration for research reports and marketing services at a deemed price of $0.05. iii. Nil iv.Nil
	i. Issue of share to sophisticated investors. ii. Issue of share to consultants following shareholder approval 25 March 2013. iii. Issue of service options to service providers. iv. Issue of employee options following shareholder approval on 25 March 2013.
	Yes.
	26 November 2012.
	i. 6,186,428 Ordinary shares iii. 265,000 service options

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	i. 20,000,000 Ordinary Shares Meeting : 25 March 2013 ii. 700,000 Ordinary Shares Meeting : 25 March 2013 iii. 30,000,000 Service Options Meeting : 25 March 2013 iv. 750,000 Class A Employee Options, 750,000 Class B Employee Options, 750,000 Class C Employee Options Meeting : 25 March 2013
	Nil
	N/A
	N/A
	See annexure 1
	24 June 2013

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	159,969,561	Fully paid ordinary shares.
	Number	+Class
	3,300,000 1,000,000 1,000,000 1,000,000 30,265,000 750,000 750,000 750,000	Director Options ($0.20 expiry 31 December 2013). Unlisted Class A Options ($0.15 Expiry 12 December 2014) Unlisted Class B Options ($0.20 Expiry 12 December 2014) Unlisted Class C Options ($0.25 Expiry 12 December 2014) Unlisted Service options ($0.10 Expiry 24 June 2014) Unlisted Class A Employee Options ($0.15 Expiry 24 June 2015) Unlisted Class B Employee Options ($0.20 Expiry 24 June 2015) Unlisted Class C Employee Options ($0.25 Expiry 24 June 2015)
	The Directors do not anticipate declaring a dividend in the foreseeable future.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Part 2 - Pro rata issue

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
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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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, 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

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

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which +quotation is sought

• 39 +Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the[+] issue date 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

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

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Sign here: ............................................................ Date: 26 June 2013....... Company secretary

Print name: Philip Re................................................

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• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

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 106,583,133 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities Nil issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 26,500,000 issued in that 12 month period with shareholder approval

• • Number of partly paid[+] ordinary Nil 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 - securities cancelled during that 12 month period “A” 133,083,133

Add the following:

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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	19,962,470
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	6,186,428 Fully Paid Ordinary Shares. 265,000 Service Options
“C”	6,451,428
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	19,962,470
Subtract“C” Note: number must be same as shown in Step 3	6,451,428
Total[“A” x 0.15] – “C”	13,511,042 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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” 133,083,133 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 13,308,313 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil 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.

Appendix 3B Page 12

04/03/2013

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	13,308,313
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	13,308,313 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

ASX ANNOUNCEMENT

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SOUTH AMERICA’S EMERGING PRECIOUS AND BASE METAL EXPLORER

26 June 2013

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Promesa Limited ( Company ) lodged an Appendix 3B with the Australian Securities Exchange on 26 June 2013 with respect to the issue of 26,886,428 Ordinary Shares and 30,265,000 Unlisted Service Options pursuant to a placement made to sophisticated and professional investors (as described in Section 708 of the Corporations Act 2001 ( Corporations Act )).

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

Level 28, 140 St Georges Terrace, PERTH WA 6000

PO Box 994, SUBIACO WA 6904

Phone: +61 8 9278 2766 Fax: +61 8 9278 2525

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

The Company, as at the date of this notice, has complied with:

• a) the provisions of Chapter 2M of the Corporations Act; and

• b) Section 674 of the Corporations Act.

ABN 36 124 541 466

As at the date of this notice, there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Yours Sincerely,

ASX Code: PRA

www.promesa.com.au

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Contact

Ananda Kathiravelu

Philip Re Company Secretary

Executive Director Email: ananda@promesa.com.au Mbl: 0412 036 789

Michael Sebbag

Executive Technical Director Email: michael@promesa.com.au Mbl: 0407 703 899

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