Celsius Resources Limited — Capital/Financing Update 2003

Sep 8, 2003

9 September 2003

Manager of Company Announcements Australian Stock Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

No. Pages: 25

SHARE PURCHASE PLAN AND NOTICE OF MEETING

Please find attached Share Purchase Plan, Notice of Meeting and correspondence currently being despatched to shareholders.

Yours faithfully

Peter Landau Director/Company Secretary View Resources Limited

SHAREHOLDER SHARE PURCHASE PLAN

Eligible Shareholders can purchase up to \$5,000 of View Resources Limited Shares at a discount to market price

This is an important document that requires your immediate attention if you wish to participate in the Plan

OFFER CLOSES: 29 SEPTEMBER 2003

8 September 2003

Dear Shareholder

Invitation to Participate in the View Resources Shareholder Share Purchase Plan

The Board of Directors of View Resources Limited ("Company" or "View") has approved the introduction of a Shareholder Share Purchase Plan ("the Plan"). The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to \$5,000 worth of shares in the Company, free from all brokerage and commissions ("Offer").

As you may be aware, View recently completed a share placement to select investors, raising \$2.0 million of additional capital. This capital raised provided View with the initial capital to commence mining activities on the Company's Carnilya Hill tenements and to conduct further exploration on both the Carnilya Hill and Kambalda Mining tenements.

A Reward to Shareholders

A number of shareholders have expressed an interest in participating in future capital raisings. Accordingly and as part of our continuing relationship with shareholders, the Board is pleased to offer to all Eligible Shareholders an opportunity to participate in the Plan. Details of the Offer are set out in this letter and the enclosed Terms and Conditions together with an Entitlement & Application Form.

The Board has made a conscious decision to offer the same price under the Plan to our existing shareholders as has been offered under the recent capital raising. This is a way of rewarding shareholders for the support that has been clearly demonstrated in the market. The purchase price of the shares to be offered under the Plan is 4 cents per share. This represents a 24% discount to the weighted average market price of View shares traded on Australian Stock Exchange Limited ("ASX") during the five (5) trading days immediately prior to announcing the Offer on 27 August 2003. The price also represents a discount of approximately 40% to the weighted average market price of the shares traded on ASX during the 5 trading days immediately prior to the date of this letter.

Current Projects

As previously announced to the market over the last 5 months, the Company has achieved a number of milestones as it positions itself to commence mining activities in the next 3 months and capitalise on the continued strong growth of the world nickel price which has increased over 35% in the last 6 months:

Zone 29 Resource

Recoverable nickel ore of 78,300 tonnes at 3.14% to produce 2,463 tonnes of nickel. Project revenue of \$18.2m and project profitability of \$6.4m on a fully costed basis,

taking into account both capital and operating costs (nickel price of AUD\$5.85 per pound was utilised).

Carnilya Hill Mine

Following completion of an independent review of the mining and geological information (including drill hole and mining plan data and "hard copy" sections) available in respect of the Carnilya Hill Mine, the Company upgraded its previous resource estimate for the Carnilya Mine from 87,000 tonnes at 1.95% nickel (as previously estimated by WMC Resources Limited (WMC)) to 134,656 tonnes at 3.56% nickel for 4.796 tonnes of nickel (Indicated - 61.656t @ 3.04%Ni and Inferred -73,000T @ 4.00%Ni).

The results of the study confirmed the robust and relatively uniform nature of the nickel mineralisation within the Mine deposit. There is potential to increase the overall resource base with some limited extra peripheral and deeper drilling.

Nickel Oxide and Heads of Agreement with Anaconda Nickel Limited

The total resource of the Carnilya Mine includes an oxide component of 37,348 at 2.72%Ni. The Company has entered into a conditional heads of agreement for processing by Anaconda (at its Murrin Murrin treatment plant) of the nickel oxide ores derived from the Company's mining tenements. It was commented at the time that "the innovative agreement provides the Company with a realistic opportunity to extract value from a near surface resource which cannot be processed through traditional sulphide flotation methods".

Kambalda Mining Leases

The Company acquired the Kambalda Mining Leases which are approximately 100 $km²$ in size. The leases lie directly south of, and are adjacent to, the Company's existing Carnilya Hill leases. The Leases represent a significant opportunity for View to expand its tenement holding position from 20 $km²$ to 120 $km²$ in the prosperous Kambalda region. The Board believes that the consideration paid to a company in administration (\$240,000 with an attaching gold royalty) represented a low level entry price with significant potential upside for the Company's longer term presence in the region.

Geoff Chapman

The Company appointed Geoff Chapman as its General Manager - Geology. Geoff's most recent role has been at WMC Resources Limited ("WMC") Mt Keith Nickel Operations as Planning Manager and Geology Manage. Prior to Mt Keith, Geoff was the Senior Mine Geologist at WMC's Kambalda Nickel operations with responsibility for mine geology, mine exploration and ore reserve estimation at all operations including the Carnilya Hill Mine.

Nickel Production

The Company is well positioned to capitalise on the following:

• Secure nickel off-take agreement with WMC as part of the acquisition; $\Box$
• Low capital cost requirement; $\Box$
• No marketing risk; and $\Box$
• No milling or metallurgical risk with the nickel ore processed at WMC's $\Box$ Kambalda smelter.

Shareholders Eligible to Participate in the Plan

The right to participate in this offer under the Plan is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in View as at 5pm on the record date 5 September 2003 and whose registered address is in Australia or in any jurisdiction in which it is lawful for the Company to offer shares under the Plan ("Eligible Shareholders").

Price of View Shares under the Offer

The purchase price of the new shares being offered under the Plan has been set at \$0.04 (4 cents) per share. This represents approximately a 24% discount to the weighted average market price of View shares traded on ASX during the 5 trading days prior to announcing the Offer.

Use of the Funds

Funds raised under this Plan will be used to commence mining activities on the Company's Carnilya Hill tenements, to conduct further exploration on both the Carnilya Hill and Kambalda Mining tenements and for working capital.

Subscription and Application Procedure

If you would like to participate in the Offer, please return your completed Entitlement & Acceptance Form, together with your cheque for the purchase price for the number of shares you wish to acquire, on or before the Closing Date of 5pm (WST) on 29 September 2003. Please note that the maximum investment per shareholder is \$5,000 (representing 125,000 shares at a price of \$0.04 per share) and the minimum investment is \$1,000 (representing 25,000 shares at \$0.04 per share). The maximum investment that each shareholder may apply for will remain \$5,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

Additional Information and Important Dates

The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over \$5,000. Shares allotted under the Plan will be issued no later than 15 days after the Closing Date of the Offer. Application for quotation of the new shares on ASX will be made immediately following the issue of those shares.

This Offer of shares under the Plan is limited to \$2.0 million (representing 50,000,000 shares at \$0.04 per share), accordingly applications will only be accepted on a first come, first accepted basis so that the total number of shares issued under the Plan does not exceed 50,000,000 shares. The Directors will, under the terms of the Plan, consider increasing the amount raised under the Plan (by up to an additional \$2.0 million representing 50,000,000 shares) to accommodate shareholder demand reflected by shareholders responding promptly to the Offer.

On the day the Company announced the Offer, shares in the Company traded on ASX in the price range of \$0.055 to \$0.060. The market price of shares in the Company may rise and fall between the date of this Offer and the date that any shares are allocated to you as a result of your acceptance of this Offer. This means that the subscription price you pay for shares may exceed the market price of the shares at the date of allotment of the shares under this Offer. The Board recommends that you obtain your own financial advice in relation to this Offer and consider price movements of shares in the Company prior to accepting this Offer.

Shareholder Approval

Under the Listing Rules of ASX, the Company is required to obtain shareholder approval for the issue of shares to Eligible Shareholders under the terms of the Plan. An appropriate Notice of Meeting accompanies the Plan documentation which has been dispatched to you. The major shareholders of the Company propose to vote in favour of the issue of shares under the Plan. However, in the unlikely event that Shareholder approval is not obtained, all application funds will be refunded without interest.

Indicative Timetable

Offer Opens	9 September 2003
Offer Closes	29 September 2003
Shareholder meeting to approve Plan	7 October 2003
Issue of shares under the Plan	7 October 2003
Quotation of shares on ASX	8 October 2003

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement & Acceptance Form as early as possible.

Should you wish to discuss this matter with the Company do not hesitate to contact the Director / Company Secretary Peter Landau on (08) 9322 7600.

Yours faithfully

Derek Lenartowicz Managing Director View Resources Limited

View Resources Limited ABN 95 009 162 949

Share Purchase Plan Terms and Conditions

Purpose

The purpose of the Share Purchase Plan (the Plan) is to offer shareholders of View Resources Limited (View) the opportunity to acquire additional fully paid ordinary shares in the Company (View Shares) up to a maximum of A\$5,000 in any 12 month period at a discount to the market price of View shares on the financial market operated by Australian Stock Exchange Limited (ASX) without the need to pay brokerage costs and without the need for View to issue a Prospectus.

Shareholders eligible to participate

Eligible shareholders of View Shares that are registered with an Australian address at the relevant record date may participate in the Plan.

Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are not renounceable (ie eligible shareholders may not transfer their rights to any View Shares offered under the Plan).

An offer may, at the discretion of the directors of View, be made under the Plan once a year. The maximum amount, which any shareholder may subscribe for in any consecutive 12 month period, is A\$5,000. The directors of View may also determine in their discretion the minimum amount for participation, the multiple of View Shares to be offered under the Plan and the period the offer is available to eligible shareholders.

Price of View Shares

The price of View Shares to be issued under the Plan will be determined by calculating a discount to the weighted average market price of View Shares quoted on the ASX during the period 5 trading days immediately prior to announcement by the Company and/or the relevant record date specified by the directors of View as the date for determining eligibility of shareholders to participate in an offer of shares under the Plan.

Applications and Notices

At the discretion of the directors of View, View will send eligible shareholders a letter of offer and acceptance procedures, inviting them to subscribe for View Shares under the Plan, and accompanied by the terms and conditions of the Plan and an entitlement & acceptance form. Applications will not be accepted after the closing date of an offer. Over subscriptions to an offer will be refunded without interest.

Notices and statements made by View to participants may be given in any manner prescribed by its Constitution.

Underwriting

An Offer may be underwritten and the underwriters and/or subunderwriters may be issued with Shares pursuant to the Plan where one or more of the eligible Shareholders fail to subscribe for the maximum number of shares available to them under the Offer. The Directors may pay a brokers fee to Underwriters.

Issue of View Shares

View Shares to be issued under the Plan (subject to obtaining any necessary shareholder approvals) will be issued as soon as reasonably practicable after the closing date specified by the Directors of View in the relevant offer.

View Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in View from the date of issue.

Shareholding statements or CHESS notification will be issued in respect of all View Shares issued under the Plan. View will, promptly after the issue of View Shares under the Plan, make application for those View Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the Plan

View may modify or terminate the Plan at any time.

View will notify the ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, View may issue to any person fewer View Shares than the person applied for under the Plan if the issue of the View Shares applied for would contravene any applicable law or the Listing rules of ASX.

Dispute Resolution

View may settle all decisions by View in any manner it thinks fit. Any difficulties, anomalies or disputes which may arise in connection with or by any reason of the operation of the Plan whether generally or in relation to any participant, application, or View Shares and the decision of View will be conclusive and binding on all shareholders and other persons to whom that determination relates.

View reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of View under these conditions maybe exercised by the directors of View or any delegate of the directors of View.

Questions and Contact Details

If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Director / Company Secretary Peter Landau on (08) 9322 7600.

ABN 95 009 162 949

Shareholder Share Purchase Plan Entitlement and Acceptance Form Offer Closes 5.00pm (WST) 29 September 2003

$-$ DPID $-$

Record Date: 5 September 2003 Price Per Share: 4 cents per share Holder Identification Number (HIN):

X0000000000

This is an offer to eligible shareholder to subscribe for additional shares in View Resources Limited ("View") under the Terms and Conditions of the View Shareholder Share Purchase Plan ("the Plan") accompanying this form and letter from the Chief Executive Officer.

• The maximum number of new shares you can apply for is 125,000 which will cost you \$5,000.
• The minimum number of new shares you can apply for is 25,000 which will cost you \$1,000.
• You can purchase any number of new shares between the maximum and minimum. However, the number of View shares offered under the Plan is limited and accordingly applications will only be accepted on a first come first accepted basis. However the Directors reserve the right to increase the number of shares issued under the Ptan based on the level of shareholder demand to participate in the Ptan.

The price per share for each View share issued under this offer is 4 cents. This represents a 24% discount to the average market price of View shares quoted on ASX during the 5 trading days immediately prior to announcement of the offer.

The market price of shares in View may rise or fall between the date of this offer and the date that the shares are allocated to you. This means that the subscription price you pay for the shares may exceed the market price of the shares at the date of allotment of the shares under this offer. We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in View prior to accepting this offer.

The maximum number of ordinary shares that each shareholder may apply for will apply even if a shareholder received more than one offer (whether in respect of a joint holding or because the shareholder has more than one holding under separate share accounts). View reserves the right to reject any application where this rule has not been complied with.

By accepting the Offer you agree to be bound by the Terms and Conditions of the View Shareholder Share Purchase Plan and the Constitution of View Resources Limited.

Application for Shares

I/we being the above mentioned, being registered as ordinary shareholder(s) in View Resources Limited as at the record date of 5 September 2003, do hereby apply for the number of ordinary shares in View Resources Limited as indicated below at an issue price of 4 cents per share issued in accordance with the Terms and Conditions of the View Resources Limited Shareholder Share Purchase Plan. I/we confirm that the total cost of shares purchased by us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) does not exceed \$5,000 in accordance with the Applicants Certification and Confirmation.

To participate in the Shareholder Share Purchase Plan shareholders must select only one of the following two options. Please mark the selected box.

Maximum Application

Selected Amount - please complete

X	125,000 Shares
	\$5,000

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Number of New Shares:.................................... At 4 cents per share = $$...$ ....................................

Please complete the following cheque payment details:

Drawer	Bank	Branch or BSB	Amount

Cheques should be made payable to "View Resources Limited Share Purchase Plan Account" and crossed "Not Negotiable".

Telephone number where we may contact you during business hours. ( $\longrightarrow$ $\equiv$

Contact Name: _

And leads Camerade Ball Continue to

• By lodging this Entitlement and Acceptance Form you certify that the aggregate of the application price for the following does not exceed \$5,000: $\overline{1}$
• (a) the View ordinary shares that are the subject of this application; and
• (b) any other View ordinary shares applied for by you under the Plan (or any similar arrangement in the 12 months prior to the application), whether:

(i) in your own right, or (ii) jointly with one or more persons, or (iii) in your capacity as a beneficiary (as defined below),

but not including in your capacity as a trustee or nominee where it is expressly noted on View's register of members that your shareholding is held on account of another person.

If 2 or more persons are recorded in the register of members as jointly holding the View shares to which this entitlement relates, this certificate is taken to be given by each joint holder in respect of him/her/itself.

If a trustee or nominee is expressly noted on View's register of members as holding the shares to which this entitlement relates on account of another person (the "beneficiary"), this certification and confirmation is taken to be given by the beneficiary in respect of him/her/itself (and not the trustee or nominee).

1. By lodging this form with your cheque you confirm that you have read, understood and agreed to the terms and conditions of the Plan.

a ang

• The terms and conditions of the Shareholder Share Purchase Plan in the enclosed letter from the Managing Director should be read carefully.
• Applications will be processed on first received, first accepted basis.
• Payments may only be made by cheque or bank draft in Australian dollars and drawn on an Australian branch of a financial institution.
• Cheques or bank drafts are to be made payable to: "View Resources Limited Share Purchase Plan Account" and crossed with "Not Negotiable".
• Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.
• Cash payments will not be accepted via the mail or at Computer Share.
• If you wish to accept this offer please return this entitlement and acceptance form duly completed together with a cheque for the subscription amount, in the envelope provided, by 5.00pm 29 September 2003.
• View Resources Limited may relect an acceptance of this offer, in its absolute discretion, if this form is not completed in accordance with this offer, is incomplete or if the exact amount payable is not tendered with this form.

Receipt by View Resources Limited of this form duly completed, together with the full subscription amount, will constitute acceptance in accordance with the terms and conditions of the Shareholder Share Purchase Plan and the constitution of View Resources Limited by the shareholder named on this form. A signature on this form is not required.

This offer is not renounceable and as such may only be transferred after the shares are allotted.

QUESTIONS AND CONTACT DETAILS

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If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or View's Director/Company Secretary, Peter Landau on (08) 9322 7600.

By Post	By Hand
View Resources Limited C/- Computershare Investor Services Pty Limited GPO Box D182 Perth, Western Australia 6840	View Resources Limited C/- Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace Perth, Western Australia 6000

Return this form and cheque in the enclosed business reply paid envelope provided.

Offer Closes 5.00pm (WST) 29 September 2003

VIEW RESOURCES LIMITED ABN: 95 009 162 949

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For a General Meeting to be held on Tuesday 7 October 2003 at 10am (WST) at the office of View Resources Limited Level 1, Scott House, 46-50 Kings Park Road, West Perth, Western Australia

CONTENTS PAGE

PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the resolutions)	b
Proxy Form	Enclosed

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of the shareholders of View Resources Limited will be held at the Company's office:

Level 1 Scott House, 46-50 Kings Park Road West Perth WA

Commencing 10am (WST) on Tuesday 7 October 2003

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative. If your shareholding is held in the name of a corporation or in joint names, you must complete the proxy form or a notice in accordance with section 250D of the Corporations Act and return it to the Company.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10 am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• return the proxy form by post to View Resources Limited, C/- PO Box 1263 West Perth, Western Australia, 6872; or
• send the proxy by facsimile to the Company on facsimile number (08) 9322 7602 (International: + (61.8) 9322 7602; or
• deliver to 945 Wellington Street, West Perth, Western Australia, 6005,

so that it is received not later than 10am on 5 October 2003.

Your proxy form is enclosed.

VIEW RESOURCES LIMITED ABN 95 009 162 949

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of View Resources Limited (Company) will be held on Tuesday 7 October 2003 at 10am (WST) at the Company's office Level 1, Scott House, 46-50 Kings Park Road, West Perth, Western Australia

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business. There is no ordinary business.

SPECIAL BUSINESS

Resolution 1 - Ratification of Allotment and Issue of Share Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, shareholders ratify the allotment and issue on 1 September 2003 of 50,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 4 cents per share on the terms set out in the Explanatory Statement accompanying this Notice."

Short Explanation: The issue of shares constitutes an equity issue under the ASX Listing Rules. An equity issue can be ratified by shareholders in accordance with the Listing Rules. This allows the Company the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary shares in any 12 month period. Please refer to the Explanatory Statement for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the issue of the shares and any associates of those persons.

Resolution 2 - Proposed Issue of Shares pursuant to the View Resources Limited Share Purchase Plan

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rules 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, shareholders approve the allotment and issue of up to a maximum of 100,000,000 fully paid ordinary shares in the capital of the Company pursuant to the proposed View Resources Limited Share Purchase Plan in accordance with the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Approval is sought under Listing Rule 7.1 to allow the Company to issue these securities.

Voting Exclusion: The Company will (unless it obtains a waiver from Listing Rule 7.3.8) disregard any votes cast on this resolution by a person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associates of those persons.

DATED THIS 8th DAY OF SEPTEMBER 2003 BY ORDER OF THE BOARD

PETER LANDAU Director, Company Secretary

NOTES:

• $\mathbf{I}.$ A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $2.$ Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
• 1. For the purposes of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 10am on 5 October 2003.

VIEW RESOURCES LIMITED ABN 95 009 162 949

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

$\mathbf{1}$ . GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the General Meeting of the Company to be held on 7 October 2003.

The resolutions set out in the Notice are important and affect the future of the Company. Shareholders are therefore urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

$1.1$ Purpose of the Meeting

The purpose of the Meeting is to consider and, if thought fit, to pass the resolutions set out in this Notice, which relate to the Company's ability to complete a capital raising to fund the commencement of mining activities on the Company's Carnilya Hill tenements, to conduct further exploration on both the Carnilya Hill and Kambalda Mining tenements and for working capital.

$1.2$ Share Purchase Plan

Accompanying this Notice is documentation relating to the Company's proposed Share Purchase Plan. The documentation sets out complete details of the proposed capital raising under the Plan. Resolution 2 set out in this Notice seeks shareholder approval for the issue of Shares under the Plan. The major shareholders of the Company propose to vote in favour of the issue of Shares under the Plan.

1.3 Company's Capital Structure

The current capital structure of the Company (including the Placement referred to in Resolution 1) is as follows:

Example 13 Shares (1) Contract 1 Options (2)
455,133,554	13,000,000

• In addition there are 250,000,000 (comprising 80,000,000 Class A Incentive Shares, 85,000,000 Class B Incentive Shares and 85,000,000 Class C Incentive Shares) convertible into shares upon the satisfaction of key performance events
• Options include:

3,000,000 Unlisted options exercisable on or before 1 August 2006 at 1 cent per share. 10,000,000 Unlisted employee options exercisable at 3.5 Cents between 12 August 2004 and 31 December 2006.

The capital structure of the Company following completion of the proposed capital raising program under the Plan will be as follows:

	Shares (1) (3) Colling Control Options (2)
505, 133, 554	13,000,000

• In addition there are 250,000,000 (comprising 80,000,000 Class A Incentive Shares, 85,000,000 Class B Incentive Shares and 85,000,000 Class C Incentive Shares) convertible into shares upon the satisfaction of key performance events
• Options include: 3,000,000 Unlisted options exercisable on or before 1 August 2006 at 1 cent per share. 10,000,000 Unlisted employee options exercisable at 3.5 Cents between 12 August 2004 and 31 December 2006.
• Under the terms of the Plan the Directors will consider increasing the amount raised under the Plan to accommodate shareholder demand reflected by shareholders responding promptly to the Offer. Resolution 2 provides for up to an additional 50,000,000 Shares to be issued under the Plan.

$2.$ THE RESOLUTIONS

Resolution 1 - Ratification of Allotment and Issue Shares 2.1

2.1.1 Background

On 1 September 2003, the Company issued by way of a share placement a total of 50,000,000 Shares (representing 12.3% of the capital of the Company) without obtaining shareholder approval, at 4 cents per share, to raise \$2,000,000 (before costs of the issue). The share placement was completed with Hartleys Limited as Lead Broker.

2.1.2 Regulatory Requirements - ASX Listing Rule 7.4

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares representing more than 15% of the issued capital of the company in any 12 month period.

ASX Listing Rule 7.4.2 provides that where a company in general meeting ratifies the previous issue of securities, those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Shareholder ratification of the issue of 50,000,000 Shares is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• $(a)$ the total number of Shares issued was 50,000,000;
• $(b)$ the Shares were issued for 4 cents per Share, raising \$2,000,000 in new capital;
• $(c)$ the allottees of the Shares were clients and associates of Hartleys Limited;
• $(d)$ the Shares issued ranked pari passu with the existing Shares on issue; and
• $(e)$ funds raised by the issue of Shares will be applied to the commencement of mining activities on the Company's Carnilya Hill tenements and to conduct further exploration on both the Carnilya Hill and Kambalda Mining tenements.

$2.2^{\circ}$ Resolution 2 -Proposed Issue of Shares pursuant to Share Purchase Plan

$2.2.1$ Background

On 27 August 2003 the Company announced an invitation to shareholders to participate in the proposed View Resources Limited Share Purchase Plan (Plan), whereby every eligible shareholder on the Record Date will have an opportunity to acquire up to a maximum of \$5,000 worth of Shares in the Company at a price of 4 cents per Share. This represents a significant discount (approximately 24%) to the weighted average market price of the Shares traded on ASX during the 5 trading days immediately prior to announcing the offer under the Plan and a discount of approximately 40% to the weighted average market price of the Shares traded on ASX during the 5 trading days immediately prior to the date of this Notice. The Company has dispatched details regarding the shares offered under the Plan to shareholders which accompany this Notice.

The Company will initially accept applications up to a total of 50,000,000 Shares (to raise \$2m, before expenses of the offer) under the Plan, with Shares to be issued in the order in which the applications are received. The Directors will, under the terms of the Plan, consider increasing the amount raised under the Plan (by up to a further 50,000,000 Shares) to accommodate shareholder demand reflected by shareholders responding promptly to the Offer

In the event that the initial 50,000,000 Shares available under the Plan are not fully subscribed by shareholders, the Company will seek to place the shortfall under the Plan with Hartleys Limited or as otherwise allocated by Directors (Shortfall). The Directors will not place any Shortfall in the event that the initial 50,000,000 Shares are subscribed for under the Plan. Only participants under the Plan will be allocated Shares over and above the initial 50,000,000 Shares in the event that there is sufficient shareholder demand.

$2.2.2$ Regulatory Requirements - ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of the Company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 months.

Shareholder approval under Listing Rule 7.1 is sought to exclude the maximum total of 100,000,000 Shares proposed to be issued by the Company pursuant to Resolution 2 from the calculation set out in ASX Listing Rule 7.1.

Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• $(a)$ the maximum number of securities to be issued pursuant to Resolution 2 is 100,000,000 Shares;
• $(b)$ the Shares will be issued at an issue price 4 cents per Share to raise \$2m initially with provision to accept a further \$2m depending upon shareholder demand;
• $(c)$ the Shares to be issued pursuant to Resolution 2 will be issued on or about 7 October 2003;
• $(d)$ the proposed allottees of the Shares are not known at this stage but include shareholders of View on the Record Date for participation under the Plan;
• $(e)$ the terms of the Shares that will be issued pursuant to Resolution 2 will be on the same terms and conditions as the existing Shares on issue and the Shares will rank equally in all respects with all of the existing Shares on issue, including the right to participate in any dividend paid or declared after the date of issue; and
• $(f)$ fund raised under Resolution2 will be used to commence mining activities on the Company's Carnilya Hill tenements, to conduct further exploration on both the Carnilya Hill and Kambalda Mining tenements and for working capital.

3. ENQUIRIES

Shareholders are invited to contact the Director and Company Secretary, Peter Landau the office of Grange Consulting Group Pty Ltd on (08) 9322 7600 if they have any queries in respect of the matters set out in these documents.

VIEW RESOURCES LIMITED ABN 95 009 162 949

GLOSSARY

The Company means View Resources Limited (ABN 95 009 162 949).

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Meeting means the meeting convened by the Notice.

Notice means the notice of general meeting which the Explanatory Statement accompanies.

Option means option to acquire a Share.

Share means a fully paid ordinary share in the capital of the Company.

PROXY FORM VIEW RESOURCES LIMITED ABN 95 009 162 949

I/We
	being a Member of View Resources Limited entitled to attend and vote at the Meeting, hereby
Appoint-
	Name of proxy or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have , been given, as the proxy sees fit at the General Meeting 7 October 2003 at 10 am (WST) at Level 1 Scott House, 46-50 Kings Park Road, West Perth, Western Australia.
of the resolutions.	and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all
	Voting on Business of the General Meeting	EOR	ACAINST.	ARSTAIN

	Voting on Business of the General Meeting	FOR -	AGAINST ABSTAIN
Resolution 1	Ratification of Allotment and Issue of 50,000,000 Shares		.
Resolution 2	Issue of Shares pursuant to Share Purchase Plan		$\begin{array}{ c c c c c c c c c c c c c c c c c c c$

OR

Signature

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM MAY BE HELD INVALID.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportions of voting rights this proxy represents is $____\$ %.

Signed this	day of	2003
By
Individuals and ioint holders		Companies (affix common seal if annopriate)
Signature		Director
Signature		Director/Company Secretary

Sole Director and Sole Company Secretary

VIEW RESOURCES LIMITED ABN 95 009 162 949

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{1}$ . A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 Directors of the company; ۰
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section $127(1)$ or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

8 September 2003

«FirstName» «Company» «Address1» «Address2» «City» «State» «PostalCode»

Dear Shareholder

SALE OF MINORITY HOLDINGS

Attached to this letter is a letter from View Resources Limited ("View" or "Company") detailing the Company's recently adopted share purchase plan ("Plan"). The Plan offers you the opportunity to subscribe for additional shares in the Company (at a discount to market) in order to, amongst other things, top up your shareholding to at least a Minimum Shareholding (being a shareholding with a value of \$500).

In the event that you do not top up your shareholding to at least a Minimum Shareholding the Company intends to exercise its power to sell any shareholdings less than a Minimum Shareholding soon after completion of the Plan (which closes at 5.00pm on 29 September 2003).

Our records indicate that you currently hold less than a Minimum Shareholding of View shares ("Shares"). Accordingly, the Company wishes to implement the procedure outlined below, which accords with the Company's Constitution, in order to sell your Shares.

If you do not want the Company to sell your Shares, you must complete the attached Exemption Form or apply for Shares in accordance with the Plan.

$\ddagger$ . Purpose of the Sale

There is a cost to the Company associated with maintaining its members. These include printing of annual reports and notice of meeting, share registry and mailing costs, to name a few. The Company believes the cost of maintaining members that hold less than a Minimum Shareholding ("Minority Members") is often greater than the value of the shareholding and, accordingly, wishes to remove these costs.

$2.$ Procedure for the Sale

Your Shares, along with the Shares of all other Minority Members (provided the Minority Member has not exempted themselves from the Sale), will be offered for sale on the Australian Stock Exchange Limited.

If your Shares are CHESS Approved Securities held in uncertificated form, the Company will initiate a holding adjustment in order to move your Shares from the CHESS Holding to an Issuer Sponsored or Certificated Holding to effect the Sale.

The Price that Shares will be sold

The Company will not sell your Shares at a price less than the average of the last sale price of the Company's quoted Shares for each of the ten (10) trading days immediately preceding the date any offer to purchase your Shares is received by the Company. This is to ensure that you receive a fair market price for your Shares.

Proceeds from the sale of your Shares

All proceeds from the sale of your Shares shall be delivered to you by mail, to the same address as this letter, within 14 days of receipt by the Company of your Share Certificate (where applicable) or, if your Shares are Issuer sponsored, you will receive the proceeds from the sale within 14 days of settlement of the sale. The proceeds will be provided to you by way of a cheque.

If you are a joint holder of Shares, the proceeds from the Sale will be mailed to the address of the holder whose name is shown first in the Company's Register of Shareholders, and the cheque will be made payable to both holders jointly.

Costs of the Sale

The Company will bear all the costs associated with the sale of your Shares.

3. If you wish to keep your Shares

If you wish to keep your Shares, you should either apply for Shares under the Plan or complete the Exemption Form attached to this letter and return it to the following address:

View Resources Limited C/- Computershare Investor Services Pty Limited GPO Box D182 PERTH WA 6840

The Exemption Form must be received no later than 23 October 2003 ("Expiry Date"). If you do not apply for Shares under the Plan or return the Exemption Form prior to the Expiry Date, the Company will assume that you consent to the sale of your Shares, and will proceed with the Sale in accordance with the procedure outlined above.

Authority to Sell your Shares 4.

The Australian Stock Exchange Listing Rules, Corporations Act 2001 and the Company's Constitution (which is a contract between shareholders and the Company) provide the Company with the legal capacity to sell your shares, subject to the Company following a specified process that includes forwarding to you this letter.

5. Enquiries

Should you have any queries concerning the sale of your Shares, please do not hesitate to contact our share registry, Computershare Investor Services Pty Limited on 1300 557 010.

Yours Sincerely

PETER LANDAU Director/Company Secretary

EXEMPTION FORM

NAME: «Shareholder Name 1» «Shareholder_Name_2» «Shareholder_Name_3» «Line 4» «Line_5» «Line_6»

SRN/HIN: BARCODE

I/We wish to exempt all shares in View Resources Limited that I/we hold on the above SRN/HIN from the Sale of Minority Holdings.

Sign Here - This section must be signed for your instructions to be executed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director & Company Secretary	Director/Company Secretary	Director
Note: when signed under Power of Attorney, the attorney states that they have not received a notice of revocation. Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.	Day/Date Month Year
	This notice only applies to the account identified by the SRN / HIN given above. If you have

multiple accounts, you will need to return an Exemption Form for each account and return it to the following address:

View Resources Limited C/- Computershare Investor Services Pty Limited GPO Box D182 PERTH WA 6840

The Exemption Form must be received no later than 23 October 2003 ("Expiry Date").