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Celsius Resources Limited Capital/Financing Update 2005

Jun 2, 2005

10450_rns_2005-06-02_ec12dbdd-d6b8-4491-824b-2e1d782ef1b4.pdf

Capital/Financing Update

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3 June 2005

Dear Shareholder

NON RENOUNCEABLE RIGHTS ISSUE TO RAISE \$7.58m

On 1 June 2005, View Resources Limited ("View or Company") lodged a Prospectus in relation to an underwritten pro-rata non-renounceable rights issue to shareholders of 37,893,630 Rights Shares at an issue price of \$0.20 each on the basis of three (3) Rights Share for every 8 (eight) Shares held at the Record Date, with one free attaching option exercisable at \$0.20 on or before 30 June 2008 for every Rights Share subscribed for ("Rights" Issue").

The funds raised will be applied to the feasibility study on the Cockburn Underground Project, repay existing debt, fund the final payment on Bronzewing and for working capital. Importantly the Rights Issue is significant for View as it has reached agreement whereby the current \$5.85m convertible note will be repaid through funds raised under the Rights Issue (\$2.2m) and a financing facility (5% interest) made available over the Company's existing cash backed environmental bonds (\$3.7m).

The timetable and important dates of the Issues are set below:

Announcement of Rights Issue 30 May 2005
Lodgement of Prospectus with the ASIC 1 June 2005
Notice of Issue sent to Eligible Shareholders 3 June 2005
Securities quoted on ex-basis 6 June 2005
Record Date 10 June 2005
Despatch of Prospectus and applications open 14 June 2005
Closing Date for acceptances 28 June 2005
Securities quoted on a deferred settlement basis 29 June 2005
ASX notified of any under subscriptions 1 July 2005
Statements for Rights Shares and Options dispatched
(anticipated)
4 July 2005

The Prospectus relating to this Rights Issue has been lodged with ASX and is available on the ASX website at www.asx.com.au and the Company's website www.viewresources.com.au for inspection.

The Rights Issue is fully underwritten by Max Capital Pty Ltd. The Underwriter will be paid an underwriting fee of 5.0% on the total amount raised and a management fee of 1.0% on the total amount raised plus reimbursement of reasonable costs and expenses incidental to the Rights Issue.

Telephone: (08) 9226 4611
Facsimile: $(08)$ 9226 4655

Level 12, London House 216 St Georges Tce, Perth WA 6000 ABN 95 009 162 949

Postal Address PO Box 7656 Cloisters Square WA 6850 The capital structure of the Company on completion of the Rights Issue is set out below:

Shares Options Details
101,049,680 $4,400,000$ (i) Shares and Existing Options on issue
37.893.630 Rights Shares to be issued pursuant to the Rights Issue
37,893,630 Options to be issued pursuant to the Rights Issue
138,943,310 42,293,630 Total Shares and Options (post Rights Issue)

Existing Options include:

  • 1,000,000 unlisted employee options exercisable at \$0.35 on or before 31 December 2006:
  • 3.400.000 unlisted options exercisable at \$0.50 on or before 31 March 2005.

In addition, the following securities are also on issue:

  • 8.5 million Class C Incentive Shares convertible into shares upon the satisfaction of a key performance event. (\$20 million revenue or the Carnilya Hill Nickel Assets)
  • One convertible note for \$5.85m converting at 60 cents per share with an attaching option exercisable at 60 cents within 12 months of the date of conversion. As noted above, the current \$5.85m convertible note will be repaid through funds raised under the Rights Issue (\$2.2m) and a financing facility (5% interest) made available over the Company's existing cash backed environmental bonds (\$3.7m).

Note that application will be made for the options issued pursuant to the Rights Issue to be quoted on ASX. All shares issued on exercise of the options will rank equally with the then issued fully paid ordinary shares. The options do not entitle a holder to participate in any dividends.

The Offers under the Prospectus are to shareholders with registered addresses in Australia and New Zealand. Overseas shareholders should contact the Company Secretary with any queries regarding participation in the Offers.

We look forward to the continued growth and success of the Company and I would encourage you to carefully read the Prospectus documentation when you receive it and consider an investment in the Rights Issue.

Yours faithfully Peter Landau Company Secretary

Telephone: (08) 9226 4611
Facsimile: $(08)$ 9226 4655

Level 12, London House 216 St Georges Tce, Perth WA 6000 ABN 95 009 162 949

Postal Address PO Box 7656 Cloisters Square WA 6850