1 June 2005

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

RESOURCES

By E-Lodgement

RIGHTS ISSUE PROSPECTUS

Please find attached a copy of the Company's Prospectus dated 1 June 2005.

Allen 1999

Yours faithfully

DEREK LENARTOWICZ Managing Director

Telephone: (08) 9226 4611 Level 12, London House

ABN 95 009 162 949

Postal Address 216 St Georges Tce, Perth WA 6000 PO Box 7656 Cloisters Square WA 6850

Facsimile: (08) 9226 4655

ABN 95 009 162 949

PROSPECTUS

A 3 for 8 pro rata non renounceable rights issue to Eligible Shareholders of up to 37,893,630 Rights Shares at an issue price of \$0.20 per Rights Share, with one free attaching Option for every Rights Share subscribed for to raise approximately \$7,578,726 before costs.

The Rights Issue closes at 5.00pm WST on 28 June 2005 The Rights Issue is fully underwritten by: Max Capital Pty Ltd ABN 97 106 553 244

This document is important and requires your immediate attention.

Applicants should read this Prospectus in its entirety before deciding whether to accept this Offer of the Rights Shares and free attaching Options. An investment in the securities offered by this Prospectus should be considered as speculative. If you are in doubt about what action to take you should consult your professional adviser without delay.

1.		CORPORATE DIRECTORY
2.		MANAGING DIRECTOR'S LETTER
3.		DETAILS OF THE RIGHTS ISSUE
	3.1	The Offer
	3.2	Entitlement and Acceptance Forms
	3.3	Overseas Shareholders
	3.4	No Rights Trading
	3.5	Minimum Subscription
	3.6	Underwriting
	3.7	Opening and Closing Dates
	3.8	Rights Attaching to the Rights Shares and Options
	3.9	Trading History Shares on ASX
	3.10	Allotment
	3.11	ASX Listing
	3.12 3.13	CHESS
		Taxation Implications
4.		ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS
	4.1	Your Entitlement
	4.2	How to take up your Entitlement
	4.3	Shortfall Facility
	4.4	Lodgement and Payment
	4.5 4.6	Privacy Statement Enquiries

5.		VIEW AND THE PURPOSE OF THE RIGHTS ISSUE
	5.1	Bronzewing
	5.2	Carnilya Hill
	5.3	Zone 29
	5.4	Purpose of the Rights Issue
	5.5	Application of Funds Raised
6.		EFFECT OF THE RIGHTS ISSUE ON THE COMPANY
	6.1	Principal Effects
	6.2	Capital Structure
	6.3	Pro forma Statement of Financial Position
7.		INVESTMENT RISKS
8.		ADDITIONAL INFORMATION
	8.1	Rights attaching to Shares
	8.2	Rights attaching to Options
	8.3	Continuous Disclosure Obligations
	8.4	Underwriting
	8.5	Directors' Interests
	8.6	Interests of other persons
	8.7	Consents
	8.8	Expenses of the Issue

	8.9 Litigation
9.	DIRECTORS' STATEMENT
	10. GLOSSARY

Summary of Important Dates*

Announcements of Rights Issue	30 May 2005
Prospectus lodged with ASIC and ASX	1 June 2005
Notice to shareholders containing the information in	3 June 2005
Appendix 3B
Securities quoted on ex-basis	6 June 2005
Record Date to determine Entitlements	10 June 2005
Dispatch Prospectus to shareholders and announce	14 June 2005
dispatch to ASX
Closing Date for acceptances	28 June 2005
Securities quoted on a deferred settlement basis	29 June 2005
Allotment of Rights Shares and Options and dispatch of	4 July 2005
holdings statements for Rights Shares and Options

* These dates are indicative only and may be subject to change. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Directors, in consultation with the Underwriter, reserve the right to vary the dates, including to extend the Rights Issue, close the Rights Issue early or accept late applications (either generally or in particular cases), without prior notice. However, any change to the above indicative timetable will be announced via ASX. You are encouraged to submit your Entitlement and Acceptance Form as soon as possible.

Important Information

This Prospectus is dated 1 June 2005 and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor the ASX takes any responsibility for the contents of this Prospectus nor for the merits of the investment to which this Prospectus relates.

No Securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for quotation of the Securities offered by this Prospectus on ASX.

A copy of this Prospectus is available on the Company's web site at www.viewresources.com.au for information purposes only. This Prospectus in electronic form does not constitute an offer of Securities. The Offer made under this Prospectus is only available to Eligible Shareholders receiving an original Entitlement and Acceptance Form, which accompanies of this Prospectus.

The Corporations Act prohibits any person from passing onto another person the Entitlement and Acceptance Form unless it is attached to a hard copy of this Prospectus or accompanies the complete and unaltered version of this Prospectus.

Applicants should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Securities. There are risks associated with an investment in View Resources Limited and the Securities offered under this Prospectus must be regarded as a speculative investment. Except as required by law, and only then to the extent so required, neither View nor any other person warrants the future performance of View. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities.

The Offer contained in this Prospectus is only available for acceptance by Eligible Shareholders whose registered address as at the Record Date is in Australia or New Zealand. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. This Prospectus has been prepared to conform with the requirements of the securities laws of Australia. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and person who come into possession of this Prospectus should seek advice on and observe such restrictions as any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This is a Prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities of View and has been prepared in accordance with section 713 of the Corporations Act. Accordingly this Prospectus does not contain the same level of disclosure as an initial public offering prospectus. The Company has been listed on ASX since 24 March 1988. During this time the Company has been subject to disclosure requirements under the Corporations Act The Company has, since listing on ASX provided ASX with and Listing Rules. information regarding its activities and that information is publicly available. This Prospectus is intended to be read in conjunction with that publicly available information.

No person is authorised to give any information or to make any representation in connection with this Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company or the Directors.

Throughout this Prospectus various words and phrases have been defined. Those defined terms are set out in Section 10.

1. CORPORATE DIRECTORY

Directors

D Lenartowicz - Managing Director D Tucker - Non Executive Director P Landau - Non Executive Director

Company Secretary

P Landau

Head Office

Level 12, London House 216 St Georges Tce West Perth WA 6000 Telephone: (08) 9226 4611 Facsimile: (08) 92264655

Registered Office

945 Wellington Street West Perth WA 6005 Telephone: (08) 9322 7600 Facsimile: (08) 9322 7602

Solicitors

Clayton Utz QV1 250 St Georges Terrace Perth WA 6000 Telephone: (08) 9426 8000 Facsimile: (08) 9481 3095

* Information purposes only

Share Registry*

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace PERTH WA 6000 Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

Auditors

BDO Chartered Accountants & Advisors 256 St Georges Terrace Perth WA 6000 Telephone: (08) 9360 4200 Facsimile: (08) 9481 2524

Lead Manager & Underwriter

Max Capital Pty Ltd 945 Wellington Street West Perth WA 6005 Telephone: (08) 9322 6052 Facsimile: (08) 9322 7602

ASX Code: VRE

$2.$ MANAGING DIRECTOR'S LETTER

Dear Shareholder

As announced to ASX on 30 May 2005 the Company proposes to raise approximately \$7.58 million through a pro-rata non-renounceable rights issue to Eligible Shareholders of approximately 37,893,630 Rights Shares at an issue price of \$0.20 each on the basis of 3 Rights Shares for every 8 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.

The Rights Issue is fully underwritten by Max Capital Pty Ltd ABN 97 106 553 244.

Please note that the closing date for acceptances and payment is 5.00pm WST on 28 June 2005.

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 (\$2.15m) and a financing facility (5% interest) made available over the Company's existing cash backed environmental bonds (\$3.7m).

I reiterate my comments as announced on 30 May 3005 that:

"With this fully underwritten Rights Issue we have placed the Company in an excellent position to grow shareholder value given that upon completion, we are virtually debt free, all major assets will be 100% owned by View, the Cockburn Underground Project provides the Company with an excellent opportunity to restart Bronzewing and the Company's nickel mines are delivering a significant cash surplus on a monthly basis.'

Please read the Prospectus carefully and consult your financial adviser, accountant or stockbroker before deciding whether or not to accept the Offer.

The Rights Issue is non-renounceable. This means that your Entitlement to subscribe for Rights Shares and Options under this Prospectus cannot be transferred or sold.

If you wish to subscribe for Rights Shares and free attaching Options, please complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form and return the completed form to Computershare Investor Services Pty Ltd, together with a cheque or bank draft made payable to 'View Resources Limited' and crossed 'Not Negotiable'.

We look forward to the continued growth and success of the Company.

Yours sincerely

Sunt.

Derek Lenartowicz Managing Director For the Board of Directors

3. DETAILS OF THE RIGHTS ISSUE

The Offer 3.1

Pursuant to this Prospectus, the Company is making an offer to Eligible Shareholders of 3 Rights Shares for every 8 Shares held at the Record Date at an issue price of \$0.20 each, together with one free attaching Option exercisable at \$0.20 on or before 30 June 2008 for every Rights Share subscribed for.

The Rights Issue will raise up to \$7,578,726 (before costs).

The maximum number of Rights Shares and Options to be issued pursuant to this Prospectus is approximately 37,893,630 Rights Shares and 37,893,630 Options (assuming no Existing Options are exercised). In determining entitlements under the Rights Issue, fractions of Rights Shares and Options will be rounded down to the nearest whole number of the securities.

You can subscribe for the full number of Rights Shares and Options specified in the Entitlement and Acceptance Form, for a lesser number of Rights Shares and Options or for more than the number of Rights Shares and Options specified in the Entitlement and Acceptance Form under the Shortfall Facility. For further details, please see Section 4.

$3.2$ Entitlement and Acceptance Forms

A completed and lodged Entitlement and Acceptance Form creates a legally binding contract between the Applicant and the Company for the number of Rights Shares and Options accepted by the Applicant. The Entitlement and Acceptance Form does not need to be signed to be a binding application for Rights Shares and Options.

If the Entitlement and Acceptance Form is not completed correctly, it may still be treated as valid. The Directors' (in consultation with the Underwriters') decision as to whether to treat the acceptance as valid and how to construe or complete the Entitlement and Acceptance Form is final.

Overseas Shareholders 3.3

General

This Prospectus and the accompanying Entitlement and Acceptance Form do not constitute an offer in any jurisdiction in which, or to any persons to whom, to would not be lawful to make such an offer.

Eligible Shareholders resident outside Australia should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up their Entitlement.

Eligible Shareholders holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Rights Issue does not breach any laws in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of such laws. Eligible Shareholders who are nominees are therefore advised to seek independent advice as to how they should proceed.

Non-Qualifying Foreign Shareholders

The Company reserves the right to treat as invalid any Entitlement and Acceptance Form that appears to have been submitted by a Non-Qualifying Foreign Shareholder.

The Offer is being made only to Eligible Shareholders.

The Company has considered the number of shareholders with registered addresses outside of Australia and New Zealand and the size of the shareholdings held by those shareholders. Taking into consideration the costs of complying with the legal requirements and the requirements of the regulatory authorities relating to shareholders with registered addresses outside of Australia and New Zealand, the Company has formed the view that it is unreasonable to extend the Offer to those shareholders.

The Offer in this Prospectus is not being extended to any shareholder whose registered address is outside Australia or New Zealand as at the Record Date. Such shareholders are referred to in this Prospectus as "Non-Qualifying Foreign Shareholders".

An Entitlement and Acceptance Form will not be sent to Non-Qualifying Foreign Shareholders. Notice of the Offer will be sent to Non-Qualifying Foreign Shareholders for information purposes only.

3.4 No Rights Trading

The entitlement to Rights Shares and free attaching Options under Rights Issue is non-renounceable. That is, there will be no trading of rights on ASX and you may not dispose of or transfer your Entitlement. If your Entitlement to subscribe is allowed to lapse, the Rights Shares and Options will form part of the Shortfall and will be dealt with in accordance with Section 4.3 and the Underwriting Agreement.

Minimum Subscription 3.5

The minimum subscription for the Rights Issue is 37,893,630 Shares (subject to rounding differences) to raise approximately \$7,578,726 (before costs).

If the minimum subscription has not been raised within 4 months after the date of this Prospectus, all applications will be dealt with in accordance with the Corporations Act.

3.6 Underwriting

The Rights Issue is fully underwritten by Max Capital Pty Ltd, subject to certain terms and conditions. A summary of the Underwriting Agreement, including the circumstances in which the Underwriting Agreement can be terminated, is set out in Section 8.4 of this Prospectus.

3.7 Opening and Closing Dates

The Record Date for the Rights Issue is 5.00pm WST 10 June 2005 and copies of this Prospectus will be sent no later than 14 June 2005 to shareholders registered on the Record Date.

The Offer will open for receipt of acceptances on 14 June 2005 and close at 5.00pm WST on 28 June 2005 (unless varied). Completed Entitlement and Acceptance Forms must be received by Computershare, together with a cheque or bank draft in Australian dollars for the total application monies.

3.8 Rights Attaching to the Rights Shares and Options

The Rights Shares will be issued fully paid and from the date of issue will rank equally in all respects with the Shares currently on issue.

The Options are exercisable at \$0.20 on or before 30 June 2008.

A summary of the rights attaching to the Rights Shares and Options is set out in Sections 8.1 and 8.2.

3.9 Trading History Shares on ASX

The highest and lowest market sale price of the Shares which are on the same terms and conditions as are offered under this Prospectus during the three months immediately preceding the lodgement of this Prospectus with the ASIC and the last market sale price on the date before the lodgement of this Prospectus with the ASIC is set out below.

3 Month High	3 Month Low	Last Market Sale Price
1 March 2005	24 May 2005	31 May 2005
\$0.390	\$0.185	\$0.205

The issue of the Rights Shares and Options may affect the market price of Shares.

Allotment 3.10

Application monies will be held in trust for applications until allotment of the Rights Shares and Options. Interest earned on the application monies will be retained for the benefit of the Company.

The Rights Shares and Options are expected to be allotted by no later than 4 July 2005. Holding statements in relation to the Rights Shares and Options will be dispatched within Business Days after Closing Date. 6 the

3.11 ASX Listing

Application will be made within 7 days of the date of issue of this Prospectus for the Rights Shares and Options to be admitted to Official Quotation by ASX.

If such application is not made within this period, or the Rights Shares and Options are not admitted to Official Quotation by ASX within three months of the date of issue of this Prospectus, then all application monies received pursuant to this Prospectus will be repaid as soon as practicable, without interest.

The fact that ASX may agree to grant Official Quotation of the Rights Shares and Options is not to be taken in any way as an indication of the merits of the Company or its Rights Shares or Options. ASX takes no responsibility for the contents of this Prospectus.

3.12 CHESS

The Company participates in the Clearing House Electronic Subregister System ("CHESS"). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd ("ASTC"), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, holders of Rights Shares and Options will receive a statement of their holdings in the Company. If an investor is broker-sponsored, ASTC will send to the investor a CHESS statement.

3.13 Taxation Implications

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the Rights Shares and Options. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Rights Shares or Options in the Company or dealing with an Entitlement in the Rights Issue.

4. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS

$4.1$ Your Entitlement

The Record Date for the purpose of the Rights Issue is 5.00pm WST on 10 June 2005. Persons who are Eligible Shareholders will be entitled to participate in the Rights Issue.

The number of Rights Shares and free attaching Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. As noted above, fractional entitlements to Rights Shares and Options will be rounded down to the nearest whole Rights Share or Option.

$4.2$ How to take up your Entitlement

You may apply for either:

your 3 for 8 Entitlement under the Rights Issue; or
less than your Entitlement; or
more than your Entitlement (under the Shortfall Facility outlined in Section 4.4),

using the personalised Entitlement and Acceptance Form mailed to you with this Prospectus. This form will detail your Entitlement. You should complete the form in accordance with the instructions set out on the reverse side for the form.

Entitlements have been based upon holdings of Shares as at the Record Date. If you believe that your should have received a personalised Entitlement and Acceptance Form, and have not, or you have questions about completing your Entitlement and Acceptance Form or the processing of your application, please contact Computershare on +61 8 9323 2000.

Shareholders who do not wish to take up any part of their Entitlements are not required to take any action. Entitlements not taken up will form part of the Shortfall and be dealt with under the Shortfall Facility and in accordance with the Underwriting Agreement.

4.3 Shortfall Facility

All Eligible Shareholders will, at a minimum, have their applications satisfied up to the Entitlement.

If all Existing Shareholders do not take up their Entitlement at all or in full, there will be a shortfall between actual applications received for Entitlements and the total number of Securities proposed to be issued under the Rights Issue ("Shortfall").

Eligible Shareholders may also apply for more or less than their Entitlement. Eligible Shareholders who apply for Securities in addition to their Entitlement ("Shortfall Application") will participate in any Shortfall. You can make a Shortfall Application by completing section C of the enclosed Entitlement and Acceptance Form in accordance with the instructions set out on that form. You must also provide application monies to cover all of the Securities for which you are applying whether under your Entitlement or by way of a Shortfall Application.

Any Shortfall will be allocated at the discretion of the Board in consultation with the Underwriter. If Shortfall Applications are not processed in full or in part, application monies (without interest) will be refunded by the Company. Neither the Company nor the Underwriter guarantees that you will receive any Rights Shares and attaching Options applied for in the Shortfall under the Rights Issue. Any Shortfall not taken up under Shortfall Applications will be taken up by the Underwriter in accordance with the Underwriting Agreement.

The Shortfall will be determined within 3 Business Days of the Closing Date. Rights Shares and attaching Options issued to applicants pursuant to Shortfall Applications will be issued at the same time as all of the other Rights Shares and Options under the Offer. If you do choose to participate in any Shortfall but completing section C of the Entitlement and Acceptance Form, you will be notified of your proportion of the Shortfall at the time of dispatch of holding statements for Rights Shares and Options under the Rights Issue.

If you complete section C of the Entitlement and Acceptance Form in accordance with the instructions set out on that that form and send it to Computershare, you will be taken to have applied to participate in respect of the Shortfall up to the limit (in number of Rights Shares and free attaching Options or subscription amount) which you have specified in your Entitlement and Acceptance Form.

4.4 Lodgement and Payment

Completed Entitlement and Acceptance Forms must be lodged with the Computershare, by not later than 5.00pm WST on 28 June 2005, the Closing Date.

$\rm{Bv}$	Computershare Investor	ln –	Computershare Investor
	Post: Services Pty Ltd		Person: Services Pty Ltd
	GPO Box D182		Level 2
	Perth WA 6840		45 St George's Terrace
			Perth WA 6000

Cheques should be made payable to "View Resources Limited" and crossed "Not Negotiable".

The Company is not required to issue any Rights Shares or Options to any person under this Prospectus unless:

$(i)$ Computershare receives the completed Entitlement and Acceptance Form, and a cheque or bank draft for the application monies on or before the Closing Date; and
there are sufficient funds in the account on which the cheque or bank $(ii)$ draft is drawn so that the cheque clears in favour of the Company when it is first presented for payment.

If you have any queries concerning your Entitlement, please contact the Company's share registry, Computershare (at the address shown in Section 1), your financial adviser, accountant or stockbroker.

4.5 Privacy Statement

By completing an Entitlement and Acceptance Form, shareholders may be providing further personal information to the Company. The Company collects, holds and will use that information to assess the application, and for successful shareholder needs, communications applications, service and related administration. The information may also be disclosed to persons inspecting the register of members, bidders for securities in the context of takeovers, regulatory bodies, authorised securities brokers, print service providers, mail houses and the Company's share registry activities generally.

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act 1988, the Corporations Act and certain rules applicable to ASX quoted securities. If applicants do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process the application.

4.6 Enquiries

If you have questions regarding the Offer, require assistance to complete the Entitlement and Acceptance Form, or require additional copies of this Prospectus you should contact View's Company Secretary, Peter Landau, on telephone + 61 8 9322 7600.

If you are unclear on any matter or are uncertain if the Rights Shares and Options are a suitable investment for your purposes, you should contact your financial adviser, accountant or stockbroker.

5. VIEW AND THE PURPOSE OF THE RIGHTS ISSUE

Shareholders are urged to review the Company's announcements made during 2005 (www.viewresources.com.au) with respect to obtaining a comprehensive understanding of the Company's recent activities. Set out below is an update on the most recent developments on Bronzewing and the Carnilya Hill nickel assets.

5.1 Bronzewing

Following an independent review of the underground mining potential at the Cockburn gold deposit at Bronzewing, the Company has identified an underground resource of 418,000 ozs (2.6m Tonnes $\mathcal{Q}$ 5.0 g/t - see Table 1). This resource now forms the catalyst for View proceeding with a feasibility study to optimise mine design and operations. As set out in Section 5.5, part of the funds raised under the Rights Issue will be used to progress the feasibility study.

Cockburn Opportunity

The key factors which the Company believes will see the Cockburn opportunity transformed into a viable underground mining operation include:

$\bullet$ Mineralisation continuation from the bottom of the existing Open Cut Mine allowing mining production to commence early in the project life with minimal capital cost;
A large part of the existing mineralisation presents itself in the form that $\bullet$ will allow mechanised mining by "long hole open stope" methods thus ensuring cost effective extraction;
Favourable ground conditions minimising ground support costs and mining dilution, whilst allowing high extraction rates and overall resource recovery;
Ownership οf all infrastructure including processing plant, accommodation, offices, power station, workshops etc. minimising infrastructure establishment costs;
Low processing cost and high recovery driven by existing infrastructure available; and
Relatively low corporate/administration overheads.

The Cockburn Resource

The Cockburn deposit is comprised of a series of vertical and sub vertical mineralised lenses hosted in basalts, felsic and ultramafic rocks. Previous mining has been via open pit methods with the historic pit depth of approximately 170 metres. Geological resource interpretation and resource modelling of the system has identified over 60 mineralised lenses along a strike length of 1.5 kilometres below and adjacent to the current open pit.

The independent review selected lenses within the Cockburn deposit that met a cut-off grade of 3g/t Au and were considered of minable width and continuity.

An estimated mining dilution of 13% of tonnage at 0.5g/t has been applied to these zones to determine a mining diluted resource. This approach has defined a total diluted resource of 2.6Mt at 5.0 $g/t$ for 418,000 contained gold ounces as detailed in Table 1.

Resource Classification	Tonnes (000's)	Grade $\text{Aug}/\text{t}$	Contained Ounces Au (000's)
Indicated	822	4.9	130
Inferred	1,800	5.0	288
Total	2,622	5.0	418

Table 1: Selected Cockburn Underground Resource >3g/t Au

Note; Figures rounded to nearest '000t and 0.1 g/t

The resource classification is primarily defined by drilling density with indicated resource classified as having maximum $50 \times 50$ metre drill spacing and inferred resource as having a spacing greater $50 \times 50$ metres.

The evaluation process has also highlighted significant mineral inventory with geological confidence levels below those of inferred classification. This mineral inventory relates to mineralised areas with only individual or occasional drill intercepts. This inventory has the potential to significantly increase the mining inventory when adequate levels of drilling density are achieved.

A key focus for the proposed feasibility study on Cockburn underground is to conduct targeted surface diamond drilling with the aim of increasing geological confidence in inferred resources areas and in the areas of lower definition to add to potential resources.

Given the size of the identified resource and the fact all key infrastructure is in place, View is targeting to establish an underground mine at Cockburn which will produce 70 - 80k oz of gold per annum over a minimum of 5 years.

The information in this Section 5.1 that relates to resources is based on information compiled by the Company's Chief Geologist, Geoff Chapman who is a member of the Australian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code.

$5.2$ Carnilya Hill

The current works are concentrating on the latest stoping levels opened up on the recent down plunge west decline extension. This is the first mining block designed and accessed under our capital development program. Prior to this Carnilya Hill was based on a remnant mining program around the old workings.

Further upgrading of resources open down dip, will be carried out from drill access off the next stage of decline development, planned to access the current indicated resources.

5.3 Zone 29

Focus at Zone 29 is on an expedited stoping program on all four levels currently developed, which takes the ore body access down to the 1265 level.

The Company is currently updating the latest resource model following recent exploration success on the Eastern extension of Zone 29 including the Electromagnetic anomalies and the infill drilling below the western plunge of the 1265 and 1270 lenses.

In looking at our ongoing mining strategy, initial informal discussions with similar type operations in Kambalda has high lighted the potential to utilise services where synergies exist and give cost saving opportunities.

5.4 Purpose of the Rights Issue

The purpose of this capital raising to provide funding for the bankable feasibility study on the Cockburn Underground Project along with the repayment of debt facilities, the Bronzewing Project and working capital.

5.5 Application of Funds Raised

The funds raised will be applied as follows:

Use of Funds	Amount
Cockburn Underground Feasibility	\$1,500,000
Repayment of debt facilities and convertible note	\$3,700,000
Final Bronzewing acquisition payment	\$1,500,000
Working Capital	\$340,000
Expenses of Offer	\$540,000
Total	\$7,580,000

Note: As set out in Section 6.2, there are currently 3,400,000 unlisted options exercisable at 50 cents on or before 31 March 2009 and 1,000,000 unlisted options exercisable at 35 cents on or before 31 December 2006. In the event that all of these Existing Options are exercised prior to the Record Date and, following exercise, the shareholders take up all of their Entitlement to the Rights Shares and Options, there will be an additional \$330,000 raised under the Rights Issue. In the event that some or all of this additional amount is raised under the Rights Issue, the funds will be applied to working capital.

6. EFFECT OF THE RIGHTS ISSUE ON THE COMPANY

6.1 Principal Effects

The principal effects of the Right Issue on the Company will be that:

$(a)$ cash reserves and contributed equity of the Company will initially increase by \$7,578,726 before deducting expenses of the Rights Issue;
$(b)$ the number of Shares currently on issue is 101,049,680 and will increase to approximately 138,943,310 (assuming no Existing Options are exercised before the Record Date); and
$(c)$ the number of Existing Options on issue is 4,400,000 and will increase to approximately 42,293,630.

$6.2$ Capital Structure

The Rights Issue will have an effect on the capital structure of the Company. Set out below is the capital structure of the Company incorporating the securities currently on issue and after the Offer (assuming no current option holders exercise their Existing Options prior to the Record Date):

Ordinary Shares	Options	Details
101,049,680	$4,400,000$ (i)	Shares and Existing Options on issue
37,893,630 (ii)	$\overline{a}$	Rights Shares to be issued pursuant to the Rights Issue
$\blacksquare$	37,893,630 (ii)	Options to be issued pursuant to the Rights Issue
138,943,310	42,293,630	Total Shares and Options (post Rights Issue)

$(i)$ 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 2009.

It is noted that an additional 1,600,000 unlisted options exercisable at \$0.50 on or before 31 March 2009 will be issued subject to the Company obtaining shareholder approval. The Company also proposes to issue up to a further 5,000,000 employee options exercisable at \$0.20 each on or before 30 June 2008.

(ii) Based on the present capital structure of the Company as at the date of this Prospectus, the number of Rights Shares to be issued pursuant to the Rights Issue is 37,893,630 and the number of attaching Options to be issued pursuant to the Rights Issue is 37,893,630. The number of Rights Shares and Options to be issued pursuant to the Prospectus may increase if an option holder exercises any Existing Options before the Record Date.

The Company also has on issue:

$(a)$ 8,500,000 Class C incentive shares on issue, convertible into ordinary shares upon the satisfaction of key performance event; and
a convertible note with a face value of \$5.854 million convertible at $(b)$ \$0.60 per share with an attaching option exercisable at 60 cents within 12 months of the date of conversion. As noted in Section 6.3, the Company has reached agreement whereby the current \$5.85 million convertible note will be repaid through funds raised under the Rights Issue (\$2.15 million) and a financing facility (5% interest) made available over the Company's existing cash backed environmental bonds (\$3.7 million).

6.3 Pro forma Statement of Financial Position

To illustrate the effect of the Rights Issue on the Company, a pro forma Consolidated Statement of Financial Position has been prepared as at 31 December 2004.

	Audited 31-Dec-04 Consolidated		Unaudited Pro-Forma Consolidated
	\$Α	Adjustments	\$Α

CURRENT ASSETS Cash
Receivables	3,504,931	1,027,048	4,531,979
	2,471,396	104,381	2,575,777
Inventory	1,000,000		1,000,000
Total Current Assets	6,976,327	1,131,429	8,107,756

PPE	5,231,806	(34,991)	5,196,815
Mine Properties	22,398,124	947,352	23,345,476
Other	3,779,376	(3,609,681)	169,695

Total Non Current Assets	31,409,306	(2,697,320)	28,711,986

TOTAL ASSETS	38,385,633	(1,565,891)	36,819,742

Payables	4,717,130	(1, 183, 398)	3,533,732
Provisions	54,479	617,934	672,413
Loans	7,500,000	(6,750,000)	750,000
Convertible Note	5,853,970	(5,853,970)
Other	100,000		100,000
Total Liabilities	18,225,579	(13, 169, 434)	5,056,145

Provisions	155,000		155,000
Convertible Note

Total Non Current Liabilities	155,000	-	155,000

TOTAL LIABILITIES	18,380,579	$-13,169,434$	5,211,145

NET ASSETS	20,005,054	11,603,543	31,608,597

Contributed Equity Accumulated Losses	60,791,300 -40,786,246	10,580,000	71,371,300
		1,023,543	-39,762,703
Total Equity	20,005,054	11,603,543	31,608,597

Notes to the pro forma Statement of Financial Position

Pro Forma Assumptions $(i)$

The pro forma Statement of Financial Position has been prepared on the following assumptions:

No current option holders exercise any of the Existing Options prior to the $\bullet$ Record Date;

The Company issues 37,893,630 Rights Shares at \$0.20 per Rights Share to raise approximately \$7.58 million pursuant to this Prospectus;
Transaction costs associated with the Rights Issue are \$540,000 which have been applied against contributed equity;
\$1.5 million final payment made to complete the Bronzewing acquisition from Newmont Yandal Operations Pty Ltd;
\$2.2 million to part pay the convertible note with the balance of \$3.66, million funded through a financing facility (5% interest) made available over the Company's existing cash backed environmental bonds;
\$3.0 million share placement to Lions Selection on 31 March 2005;
\$1.0 million Capital Development at Carnilya Hill Project; ٠
\$6.0 million reduction in debt facilities including the closure of the gold book of \$1.5 million; and
\$1.2 million reduction in creditors.

(ii) Summary of Significant Accounting Policies

The accounting policies adopted in the preparation of the pro forma Statement of Financial Position are consistent with the accounting policies adopted and described in the Company's Annual Report for the year ended 30 June 2004.

The Australian Accounting Standards Board (AASB) has adopted International Financial Reporting Standards (IFRS) for application to reporting periods beginning on or after 1 January 2005. The AASB has issued Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006

Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2004.

The consolidated entity will establish a project team to manage the transition to Australian equivalents of IFRS. The project team will be chaired by the CFO and report progress quarterly to the audit committee. The consolidated entity is aware that a number of accounting policy changes that will be required. In some cases choices of accounting policies are available, including elective exemptions under Pending Accounting Standard AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards. These choices will be analysed to determine the most appropriate accounting policy for the consolidated entity.

Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following:

Impairment of Assets

The Company currently assesses the amount of impairment of assets by determining the recoverable amount on the basis of undiscounted cash flows. Under Australian equivalents to IFRSs, the Company will be required to determine the recoverable amount as the higher of fair value less costs to sell and value in use (which is determined using discounted cash flows). It is likely that this change in policy and basis for calculation will lead to more impairment losses being recognised and therefore greater volatility in future earnings. It is also likely that when discounting is initially applied on transition at 1 July 2004, impairment losses may need to be recognised on a large number of assets, resulting in a negative impact on opening balances of retained earnings at that date.

Share-Based Payments

The Company does not currently recognise an expense for options issued to staff. On adoption of Australian equivalents to IFRSs, the entity will recognise an expense for all share-based remuneration, including deferred shares and options, and will amortise those expenses over the relevant vesting periods. This will result in additional expenses being recorded and therefore lower earnings. There will be an initial negative impact on opening balances of retained earnings at 1 July 2004 when retrospective adjustments are made for options that have not vested by 1 January 2005.

Taxation

A "balance sheet" approach will be adopted under Australian equivalents to IFRSs, replacing the "statement of financial performance" approach currently used by Australian companies. The "balance sheet" method recognises deferred tax balances when there is a difference between the carrying value of an asset or liability, and its tax base. Any initial adjustments to calculate deferred tax assets and liability balances on transition using the new basis will be made through opening balances of retained earnings at 1 July 2004. Deferred tax asset and liability balances at 1 July 2004 can only be calculated once all other opening balance sheet amounts at have been finalised at that date.

Hedging

All derivatives contracts, whether used as hedging instruments or otherwise, will be carried at fair value on the entity's statement of financial position. Australian equivalents to IFRSs recognise fair value hedge accounting, cash flow hedge accounting, and hedges of investments in foreign operations. Fair value and cash flow hedge accounting can only be considered where effectiveness tests are met.

Ineffectiveness outside the prescribed range precludes the use of hedge accounting and can result in significant volatility in the statements of financial performance. The entity expects to predominantly use cash flow hedging in respect of its interest rate risk hedges, which will create volatility in equity reserve balances.

The hedging rules will impact the way the entity accounts for hedges of its funding and for hedges of its statement of financial position. This will result in new assets and liabilities being recognised, increased volatility in future earnings and will have an initial impact on opening retained earnings at 1 July 2004.

Provision for Restoration of Mine Site

The provision for the restoration of mine site as detailed in AASB 137 requires the entity to book the net present value of present obligation for probable restoration cost as at the 1 June 2004. The financial effect of this standard has not yet been determined but may have an impact on opening retained earning at 1 July 2004.

Exploration and Evaluation Expenditure

The International Accounting Standards Board has released AASB 6 "Exploration for and Evaluation of Mineral Resources" which sets out the framework to deal with accounting for exploration and evaluation costs and in particular the impairment testing model to be applied for such expenditure. Adoption of the new standard is applicable from 1 January 2005. Reliable estimation of the future financial effects of this change in accounting policy is not yet known

7. INVESTMENT RISKS

Overview

The Company's principal activities comprise mineral production, exploration and evaluation, which by their nature involve significant risks.

The Rights Shares and Options offered under this Prospectus are considered speculative. Neither the Company nor the Directors warrant the future performance of the Company or any investment made pursuant to this Prospectus.

The Directors recommend that shareholders and potential investors examine the contents of this Prospectus together with previous ASX disclosures and public documents of the Company, including its most recent audited financial statements and rely on the advice of their professional advisers before deciding whether or not to apply for Rights Shares and Options pursuant to this Prospectus.

A summary of the main risk factors relevant to the Company is set out below. The list is not exhaustive and this Prospectus should be read in full.

Exploration, Mining, Development and Processing Risks

The business of mineral exploration, project development, mining and processing by its nature contains elements of risk. Ultimate and continuous success of these activities is dependent on many factors such as:

$(a)$ The discovery and / or acquisition of economically recoverable ore reserves;
(b) Favourable weather conditions for exploration and mining activities;
$(c)$ Successful conclusions to bankable feasibility studies;
$(d)$ Access to adequate capital for project development;
Design and construction of efficient mining and processing facilities within (e) capital expenditure budgets;
Obtaining continued access to processing facilities on favourable terms and $(f)$ conditions;
Securing and maintaining title to tenements; $(g)$
Obtaining consents and approvals necessary for the conduct of exploration and $(h)$ mining; and
competent operational management and prudent financial $(i)$ Access to administration, including the availability of reliability of appropriately qualified, skilled and experienced employees, contractors and consultants.

Operating risks

In common with other enterprises undertaking business in the mining sector, View's mining and related activities are subject to conditions beyond the Company's control that can reduce production or increase costs. These conditions include abnormal weather conditions and natural disasters, unexpected maintenance or technical problems, key equipment failures, variations in geological conditions and variations in the amount of rock and soil overlaying the mineral deposit.

View's operating policies dictate that, where possible, the supply of critical goods (such as reagents, oxygen, explosives and fuel) and services (such as power, analytical laboratory services and mining fleet maintenance) are subject to a competitive tender process or are to be capable of repricing based on current market conditions. Long term suppliers have generally, where possible, assisted in introducing competitive pricing and efficiencies. These commercial arrangements reflect industry practice.

An inability to secure ongoing supply of such goods and services at prices assumed within the short and long term mine plans could, potentially, adversely affect the results of View's operations or, in a worst case scenario, result in the shutdown of an operation. Input costs can also be affected by factors such as changes in market conditions, government policies, exchange rates, and so on, which are unpredictable and outside the control of View. The operations are also exposed to industrial disruption, which can be beyond the control of View.

Commodity price risk

View's revenues will be derived from the sale of nickel and gold which is directly related to their prices in the world market. Commodity prices fluctuate widely and are affected by numerous industry factors beyond the Company's control. These factors may include the demand for precious metals, forward selling by producers, central bank sales and purchases of nickel and production cost levels in major nickel producing regions. Moreover, nickel prices are also affected by macro economic factors such as expectations regarding inflation, interest rates, currency exchange rates and global and regional demand and political and economic factors.

A fall in the market price of nickel below the Company's variable production costs for any sustained period could have a material adverse impact on the profit or cash flow of View's operations. The Company will also have to assess the economic impact of any sustained lower nickel prices on recoverability and, therefore, on cut off grades and the level of its reserves.

Exchange rate risk

The global market for nickel sales is denominated in US dollars. As a result, despite financial risk mitigation programs (eg AUD hedging) implemented by View, the US Dollar and Australian Dollar exchange rates may affect sales revenue and may have a material impact on the profit and cash flow from View's operations.

Tenements

The Company has some granted mining tenements and has applications for other mining tenements. There can be no assurance that the Company will be granted all the mining tenements for which it has applied. The mining tenements in which the Company has an interest are at the exploration stage only. There can be no assurance that exploration of those tenements, or any other tenement in which the Company may acquire an interest in the future, will result in the discovery of an economic deposit. Even if any apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.

Economic Conditions

General economic factors such as the operating environment, inflation, taxation laws, royalties payable, industrial disruption, fluctuations of currency exchanges rates, interest rates, commodity prices and stock market prices may have an adverse impact on the exploration, evaluation, development and production activities of the Company and on its ability to fund those activities.

The relationship between the global supply of and demand for gold, the level of forward selling by producers, the cost of production, general economic conditions, inflation levels, interest rates and exchange rates are some of the factors that influence gold and metals prices. These factors may have an adverse effect on the Company's ability to fund operations, exploration, evaluation and development activities.

General Economic Risk

Share market conditions may affect the price of the Company's listed securities regardless of operating performance. Shareholders are exposed to this risk.

Pervasive factors affecting the global economy, the Australian economy and the Company's business operating environment (such as interest rates, inflation and political instability) are beyond the Company's control and may affect the price of the Company's listed securities and/or its operating performance.

Government Policy

Capacity to explore and mine, as well as industry profitability generally, can be affected by changes in government policy which may be beyond the control of the Company.

Native Title

Both the Native Title Act, related State Native Title Legislation and aboriginal land rights and aboriginal heritage legislation may affect the Company's ability to gain access to prospective exploration areas or obtain production titles.

Compensatory obligations may be necessary in settling native title claims if lodged over any tenements acquired by the Company. The existence of outstanding registered native title claims means that the grant of a tenement in respect of a particular tenement application may be significantly delayed or thwarted pending resolution of future act procedures in the Native Title Act. The level of impact of these matters will depend, in part, on the location and status of the tenements acquired by the Company. At this stage, it is not possible to quantify the impact (if any) which these developments may have on the operations of the Company.

Environmental Risk

The Company's projects and operations are subject to State and Federal laws and regulation regarding environmental hazards and discharge of hazardous waste and materials. Mining is an industry which has become subject to environmental responsibility and liability. The Company intends to conduct its business activities in an environmentally responsible manner, in accordance with applicable laws and regulations but the potential for liability is ever present.

Share Market Risk

The market price of the Company's securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration and producer companies in particular.

Neither the Company nor its Directors warrant the future performance of the Company or any return on investment.

Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors. The Company believes its cash, receivables and net proceeds of the Rights Issue are adequate to fund continued production, exploration and resource development of the Company's projects, acquisitions and operations.

Should the Company require additional funding, there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Company's business and its financial condition and performance.

International Financial Reporting Standards

The Company is required to adopt IFRS as issued by the Australian Accounting Standards Board effective 1 July 2005. As identified in Section 6.3 above, the impact of these standards has not been quantified by the Company as at the date of this Prospectus. Please refer to Section 6.3 above for details of the key implications of the IFRS on the Company.

8. ADDITIONAL INFORMATION

8.1 Rights attaching to Shares

The following is a broad summary (not an exhaustive or definitive statement) of the rights which attach to the Shares and which will attach to the Rights Shares issued pursuant to this Prospectus. Full details of the rights attaching to Shares are set out in the Constitution, a copy of which can be inspected at the Company's registered office during normal business hours.

$(a)$ Voting Rights

Subject to any rights or restrictions for the time being attached to any class of Shares (at present there are none), at a general meeting every person present who is either a member or a proxy or representative of a member shall have one vote on a show of hands or on a poll every member present in person, by proxy, attorney or representative shall have one vote per fully paid Share and a fraction of a vote for every partly paid Share.

Dividend Rights $(b)$

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among shareholders in the proportion which the amount of the Share capital paid (not credited) on the shares held by them respectively at the time at which entitlements thereto are determined bears to the total amounts paid or payable (excluding amounts credited) on all those Shares held by the members at that time.

$(c)$ Rights on Winding Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator sees fit, but so that no shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities and which are subject to escrow restrictions at the time of the commencement of the winding up shall rank in priority after all other shares.

Transfer of Shares $(d)$

Generally, shares in the Company are freely transferable subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

$(e)$ Creation and Issue of Further Shares

Shareholders in general meeting may from time to time increase the Company's capital. The allotment and issue of any shares is under the control of the Directors. Subject to restrictions on the allotment of shares to Directors and their associates, Listing Rules, the Constitution and the Corporations Act, the Directors may allot, issue, grant options over or otherwise dispose of shares on such terms and conditions and with such rights and privileges as they see fit.

$(f)$ Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to Shares.

At present the Company has only ordinary shares on issue. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution at a separate meeting of the holders of the Shares of that class.

$(g)$ General Meeting

Notice of every general meeting is to be given to every shareholder. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution...

8.2 Rights attaching to Options

$(a)$ Each Option entitles the holder to subscribe for one Share.
(b) The Options shall lapse at 5.00pm WST on 30 June 2008 ("Expiry Date").
The exercise price of each Option is 20 cents. $(c)$
$(d)$ Each option may be exercised at any time by notice in writing to the Company received at any time before the Expiry Date.
$(e)$ The Options are freely transferable.
$(f)$ The Company must give the Option holder a certificate or holding statement stating the number of Options issued to the Option holder, the exercise price of the Options and the date of issue of the Options.
There are no participating rights or entitlements inherent in the Options $(g)$ and holders of the Options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the option unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares.
$(h)$ The Options do not entitle the holder to a change in the exercise price of the Option, or a change to the number of underlying Shares over which the Option can be exercised.
$(i)$ The Company must give the Option holder, in accordance with the Listing Rules, notice of the proposed terms of the issue or proposed offer under paragraph $(g)$ and the right to exercise their Options under clause $(g)$ .
Within 10 days of receipt of a properly executed option notice and the $\left( i\right)$ required application monies the number of Shares specified in the notice will be allotted.
(k) Shares issued on the exercise of the Options will rank pari-passu with the then existing issued ordinary shares.
$\left( 1\right)$ In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
$(m)$ The Company will apply to ASX for Official Quotation of the Options. The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options as soon as practicable after their issue.
$(n)$ These terms and the rights and obligations of the Option holder are governed by the laws of Western Australia.

8.3 Continuous Disclosure Obligations

This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 of the Corporations Act enables a company to issue reduced content prospectus where the company is offering continuously quoted securities (as defined in the Corporations Act) or options to acquire continuously quoted securities.

The Company is a "disclosing entity" (as defined in the Corporations Act) and, as such, is subject to regular reporting and disclosure requirements under the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific matters as they arise for the purpose of ASX making the information available to the stockmarket conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of the Company's securities. The Rights Shares offered pursuant to this Prospectus are of a class that has been continuously quoted on ASX for at least 12 months prior to the date of issue of this Prospectus. The Options are options over a class of securities that has been continuously quoted on ASX for at least 12 months prior to the date of issue of this Prospectus.

The Company is also required to prepare and lodge with ASIC yearly and halfyearly financial statements accompanied by a Directors' statement and reports and an audit review or report. Copies of documents lodged in relation to the Company with ASIC may be obtained from or inspected at any office of the ASIC.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific disclosure requirements of the ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus.

Information that is already in the public domain has not been reported in this Prospectus, other than that which is considered necessary to make this Prospectus complete.

The Company will provide a copy of each of the following documents free of charge, to any person on request during the application period in relation to this Prospectus:

$(a)$ the annual financial report of the Company for the financial year ended 30 June 2004, being the last financial statements for a financial year of the Company lodged with the ASIC before the issue of this Prospectus;
$(b)$ the half-year report of the Company for the half-year ended 31 December 2004, being a half-year report lodged with ASIC by the Company after lodgement of the annual financial report referred to in paragraph (a) above and before the issue of this Prospectus; and
$(b)$ any continuous disclosure notices lodged by the Company with ASX since the lodgement of the annual financial report referred to in paragraph (a) above and before the lodgement of this Prospectus with the ASIC.

For details of documents lodged with the ASX since the date of lodgement of the Annual Financial Report as at 30 June 2004, refer to the table set out below:

Lodgement Date	Description of Announcement
29 October 2004	First Quarter Activities & Cashflow Report
11 November 2004	View Hits Record Production Levels
15 November 2004	Media Release: View Calls to Mine Bronzewing
18 November 2004	Managing Director's Presentation at AGM
18 November 2004	Results of Annual General Meeting
22 November 2004	Appendix 3B - New Issue
23 November 2004	Becoming a Substantial Holder from LSG
30 November 2004	Rothschild Approves Loan Facility
1 December 2004	Section 708A - Corporations Act 2001
8 December 2004	Appendix 3B
9 December 2004	Exploration Success at Zone 29
14 December 2004	Change of Director's Interest Notice
12 January 2005	Exploration Creates Opportunity for View Resources
17 January 2005	Excellent Drilling Results at Carnilya Hill
27 January 2005	Parallel Ore Body Confirmation
31 January 2005	Second Quarter Activities & Cashflow Report
8 February 2005	Output Hits Record High
3 March 2005	Update on Bronzewing
8 March 2005	Open Briefing. View Resources Bronzewing & Nickel
16 March 2005	Operations Half Year Accounts


21 March 2005	Change of Director's Interest Notice
30 March 2005 30 March 2005	Lion Selection Invests with Confidence in View Resources LSG: Makes \$3m Follow On Investment in View Resources
30 March 2005
6 April 2005	Change in Substantial Holding from LSG Presentation
	Potential Mine Extension Identified at Zone 29
15 April 2005 20 April 2005	Appendíx 3Y x 2 & Form 604 x 2
21 April 2005	View Increases Bronzewing Holdings
27 April 2005	Bronzewing Gold Exploration Update
29 April 2005	Third Quarter Activities & Cashflow Reports
3 May 2005	Encouraging Nickel Results at Bronzewing
9 May 2005	High Grade Nickel Intersections at Zone 29
23 May 2005	Further Exploration Success at Zone 29
25 May 2005	Underground Mine Resource at Bronzewing
25 May 2005	Trading Halt
26 May 2005	Suspension from Official Quotation
30 May 2005	Underwritten \$7.58 million Rights Issue & Appendix 3B

The announcements referred to in paragraph (b) are the following:

Copies of ASX announcements made by the Company are available on ASX's website: www.asx.com.au.

Alternatively, if you would like a copy of an ASX announcement or any of the documents set out above, please contact View's Director/Company Secretary, Peter Landau, on +61 8 9322 7600 before the Closing Date and a copy will be provided free of charge.

8.4 Underwriting

The Rights Issue is fully underwritten by Max Capital. Pursuant to the Underwriting Agreement, the Company has appointed Max Capital to act as the Underwriter and Lead Manager to the Offer. Director, Peter Landau has a beneficial interest in the ownership structure of Max Capital Pty Ltd (see Section 8.5 for details of this interest).

The definitions and terms referred to in this Section have the same meaning as contained in the Underwriting Agreement. A summary of the principal terms of the Underwriting Agreement is set out below.

1. The Company has agreed to pay the Underwriter the following fees (exclusive of GST):
a Management fee of \$75,000; and
an Underwriting fee of 5% of the total amount raised by the Offer.
$2.$ In addition to the Management and Underwriting fees, the Company has also agreed to reimburse the Underwriter for all reasonable costs and expenses incurred in connection with the underwriting and the Offer. The Underwriter must obtain prior approval for costs and expenses incurred in excess of \$1000.
1. The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of certain events including:
(a) (Indices and Gold price fall): any of the S&P ASX 200 Index or the S&P ASX 200 Materials Index as published by ASX is at any time after the date of the Underwriting Agreement 10% or more below its respective levels as at the close of business on the Business Day prior to the date of the Underwriting Agreement or the price of gold on the London Metals Exchange is at anytime after the date of the Underwriting Agreement 10% or more below its price at the close of business on the Business Day prior to the date of the Underwriting Agreement; or
(b) (Sub-underwriting): any of the sub-underwriters fail to perform their obligations pursuant to the sub-underwriting agreements.
(c) (Prospectus): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company; or
(d) (Copies of Prospectus): the Company fails to provide sufficient copies of the Prospectus to the Underwriter and such failure is not remedied within 5 days after notice from the Underwriter; or
(e) (No Official Quotation): Official Quotation has not been granted by the Shortfall Notice Deadline Date (the date by which the Company must give the Underwriter written notice of the underwritten Shares for which valid applications have not been received by the closing date) or, having been granted, is subsequently withdrawn, withheld or qualified; or
$(f)$ (Supplementary prospectus): the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of a new circumstance occurring that is materially adverse from the point of view of an investor, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require;
$(g)$ (Misleading Prospectus): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(h) (Non-compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information required by section 713 of the Corporations Act;
$(i)$ (Restriction on allotment): the Company is prevented from allotting the Rights Shares within the time required by this Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
$(i)$ (Withdrawal of consent to Prospectus): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(k) (ASIC application): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(ASIC hearing): ASIC gives notice of its intention to hold a hearing $(I)$ under section 739 or any other provision of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 or any other provision of the Corporations Act;
(m) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act;
$(n)$ (Hostilities): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, the United Kingdom, the United States of America, or the Peoples Republic of China, or a terrorist act that causes the death of more than 500 people is perpetrated on any of those countries or any diplomatic military, commercial or political establishment of any of those countries anywhere in the world;
(o) (Authorisation) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter:
(p) (Termination Events): subject always to the Underwriter's ability to waive termination, if any of the following events occur:
i. default or breach by the Company under the (Default): Underwriting Agreement of any condition; or
ii. (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect in any material way; or
iii. (Contravention of constitution or Act): a contravention by a Relevant Company (the Company and each of its subsidiaries) of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX; or
(Adverse change): an event occurs which gives rise to a iv. Material Adverse Effect (as defined in the Underwriting Agreement) in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company; or
(Error in Due Diligence Results): it transpires that any of the $V_{t}$ Due Diligence Results or any part of the documents and information provided by the Company in verification of statements made in the Prospectus was false, misleading or deceptive in a material manner or that there was an omission from them: or
(Significant change): a "new circumstance" as referred to in vi. section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor; or
vii. (Misleading information): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Rights Issue or the affairs of any Relevant Company is or becomes, in a material manner, misleading or deceptive or likely to mislead or deceive; or
(Change in Act or policy): there is introduced, or there is a viii. public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy; or
(Prescribed Occurrence): a Prescribed Occurrence (as defined ix. in the Underwriting Agreement) occurs which includes events such as the Company making certain alterations to its share capital, resolving that it be wound up or disposing or agreeing to dispose of the whole or part of its business or property; or
(Suspension of debt payments): the Company suspends x. payment of its debts generally; or
(Event of Insolvency): an Event of Insolvency occurs in xi. respect of a Relevant Company; or
(Judgment against a Relevant Company): a judgment in an xii. amount exceeding \$100,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days; or
xiii. (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus; or
xiv. (Board and senior management composition): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter; or
(Indictable offence): a director or senior manager of a XV. Relevant Company is charged with an indictable offence; or
(Change in shareholdings): there is a material change in the xvi. major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company; or
xvii. (Timetable): there is a delay in any specified date in the Offer timetable which is greater than 3 Business Days; or
xviii. (Force Majeure): a Force Majeure causing a Material Adverse Effect in the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs; or
xix. (Certain resolutions passed): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter; or
XX. (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus; or
xxi. (Investigation): any person is appointed under any legislation in respect of companies to investigate the affairs of a Related Company; or
xxii. (Market Conditions): a suspension or material limitation in trading generally on ASX occurs for two consecutive trading days or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia and the United States of America; or
xxiii. (Suspension): the Company is removed from the Official List or the Shares become suspended from Official Quotation and that suspension is not lifted within 72 hours following such suspension.
1. The Company is restricted from performing certain actions other than as disclosed in the Prospectus for a period of 12 months after the date of the Underwriting Agreement, including:
$(a)$ reducing its capital or otherwise altering its capital structure;
$(b)$ amending its Constitution except as required by ASX or as required under the Corporations Act;
(c) passing a resolution under section 260A of the Corporations Act;
charging or agreeing to charge, or disposing or agreeing to dispose $(d)$ of the whole or a substantial part of the Company's business or property;
$(e)$ proposing or activating any share buy-back scheme or issuing or agreeing to issue any securities except:
i. pursuant to an employee share plan;
ii. pursuant to the exercise of options existing at the date of the Prospectus;
iii. with the prior consent of the Underwriter (which consent shall not be unreasonably withheld); or
iv. pursuant to an agreement existing at the date of the Prospectus and disclosed to the Underwriter.
1. The Company has agreed to indemnify the Underwriter for any loss arising in relation to the Offer, the Prospectus and the Underwriting Agreement.

8.5 Directors' Interests

Remuneration packages for Directors include fixed remuneration with bonuses or equity based remuneration entirely at the discretion of the Board based on the performance of the consolidated entity. Total remuneration for nonexecutive directors is determined by the Directors. Non-executive directors do not receive bonuses, however they may be entitled to participate in option issues at the discretion of the Board. Director's fees cover all main Board activities and membership of one committee. Each Director is entitled to be paid reasonable travelling, hotel and other expenses incurred by him in carrying out his duties as a Director.

Subject to the Corporations Act and Listing Rules, if a Director is called upon to perform extra duties or make special exertions on behalf of the Company, the Directors may remunerate that Director which may either be in addition to or in substitution for his or her usual Director's fees.

Details of the nature and amount of each major element of the remuneration of each Director of the Company for the 2 years are:

	Base remuneration (salary & fees) Ъ	Cash Bonus S	Consultancy Fees \$
Mr D Lenartowicz
For the year ended 30 June 2004	180,000	120,000	Ü
For the 10 months ended 30 April 2005	187,500	0	о
Mr D Tucker
For the year ended 30 June 2004	24.000	0	0
For the 10 months ended 30 April 2005	26,417	€	ß
Mr P Landau
For the year ended 30 June 2004	24,000	₿
For the 10 months ended 30 April 2005	29,333	0

The particulars of securities in which the Directors have a relevant interest at the date of this Prospectus (including the options above) are shown in the table below:

Name.	Shares	Class C Incentive
		Shares
Mr D Lenartowicz (i)	7.114.666	2,833,333
Mr Tucker (ii)	6,666,668	2,833,334
Mr P Landau	63.338

$(i)$ 5,614,166 Shares held by Voitek Pty Ltd. Mr Lenartowicz is a director and shareholder of Voitek Pty Ltd. 1,500,000 Shares held by Tricom Nominees Pty Ltd of which Mr Lenartowicz is a beneficiary.
$(ii)$ 6,366,668 Shares are held by Carey Mining Pty Ltd of which Mr Tucker is a director and shareholder. 300,000 Shares are held by Denton Pty Ltd of which Mr Tucker is a director and shareholder.

Mr Landau holds a minority equity interest of less than 20% in Max Capital Pty Mr Landau is also an executive of Grange Consulting Group Pty Ltd Ltd. ABN 67 073 900 848 ("Grange"), advisers to the Company, and is entitled to a beneficial minority equity interest of less than 20% in Grange Consulting Group Pty Ltd.

Except as disclosed in this Prospectus, no Director, and no firm in which a Director is a partner, has any interest nor has had any interest in the last 2 years prior to the date of this Prospectus:

in the formation or promotion of the Company;
in any property acquired or proposed to be acquired by the Company in connection with the Rights Issue; or

in the Rights Issue.

Other than as set out in this Prospectus, no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any Directors ether to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by him in connection with the promotion or formation of the Company or in connection with the Rights Issue.

8.6 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other persons named in this Prospectus as performing a function in a professional, advisory or other capacity:

$(a)$ has, or had any interest in the last 2 years prior to the date of this Prospectus in the formation or promotion of the Company, the Rights Issue or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Rights Issue;
$(b)$ has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Rights Issue.

Max Capital has acted as Lead Manager and Underwriter to the Offer and will receive the fees set out in Section 8.4. During the 2 years preceding lodgement of this Prospectus with the ASIC, Max Capital have not received any fees from the Company.

Grange Consulting Group Pty Ltd has assisted the Company in relation to the Offer. The Company will pay Grange \$40,000 for these services. During the 2 years preceding lodgement of this Prospectus with the ASIC, Grange has been paid a total of \$358,194 for services, including company secretarial, financial management, capital raising management and corporate advisory services on the Carnilya Hill and Bronzewing acquisitions.

Clayton Utz has acted as lawyer to the Company in relation to the Offer. The Company will pay Clayton Utz a fee of \$10,000 for these services.

8.7 Consents

Each of the parties referred to in this Section:

has not caused or authorised the issue of this Prospectus; $(a)$
$(b)$ does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
to the maximum extent permitted by law, expressly disclaim and take (c) no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Max Capital has given its written consent to being named as Lead Manager and Underwriter to the Rights Issue in the form and context in which references to it are included. Max Capital has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Grange has given its written consent to being named in this Prospectus in the form and context in which references to it are included. Grange has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Clayton Utz has given its written consent to being named as Solicitors to the Company in this Prospectus in the form and context in which it is named. Clayton Utz has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

BDO Chartered Accountants & Advisors has given its written consent to being named as the auditor to the Company in this Prospectus in the form and context in which references to it are included and to the inclusion of the audit reviewed consolidated Statement of Financial Position as at 31 December 2004 in Section 6. BDO Chartered Accountants & Advisors has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Expenses of the Issue

The total expenses of the Rights Issue are estimated as follows:

Broker and Underwriting Fees	\$454,000
ASX	\$12,400
ASIC	\$2,010
Advisory Services	\$50,000
Miscellaneous	\$21,590
Total	\$540,000

8.9 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

DIRECTORS' STATEMENT 9.

This Prospectus has been issued by View Resources Limited and each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Derek Lenartowicz

Managing Director

1 June 2005

10. GLOSSARY

"\$" means Australian dollars.

"Applicant" means an Eligible Shareholder who submits an Entitlement and Acceptance Form.

"ASIC" means Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited ACN 95 009 162 949.

"Board" means the board of Directors of the Company.

"Business Day" has the same meaning as that expression in the Listing Rules.

"Closing Date" means 5.00pm WST 28 June 2005, unless otherwise extended at the discretion of the Directors.

"Company" or "View" means View Resources Limited ABN 95 009 162 949.

"Computershare" means Computershare Investor Services Pty Ltd.

"Constitution" means the constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth) as amended from time to time.

"Directors" means the directors of the Company.

"Eligible Shareholder" means an Existing Shareholder whose registered address as recorded in the Company's register of members is in Australia or New Zealand.

"Entitlement" means the entitlement of an Existing Shareholder, subject to this Prospectus, to subscribe for 3 Rights Shares for every 8 Shares held at the Record Date together with free attaching Options on the basis of one Option for every Rights Share subscribed for under the Rights Issue.

"Entitlement and Acceptance Form" means the application form for the Rights Issue, which accompanies this Prospectus.

"Existing Options" means those options set out in Section 6.2(i).

"Existing Shareholders" means a registered holder of Shares on the Record Date.

"GST" means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time, or any replacement or other relevant legislation and regulations.

"Rights Issue" or "Offer" means the issue pursuant to this Prospectus of up to 37,893,630 Rights Shares (assuming no Existing Options are exercised) at an issue price of \$0.20 per Rights Share together with free attaching Options on the basis of one Option for every Rights Share subscribed for.

"Listing Rules" means the Listing Rules of ASX.

"Max Capital" or "Underwriter" means Max Capital Pty Ltd ABN 97 106 553 244.

"Native Title Act" means the Native Title Act 1993 (Commonwealth).

"Non-Qualifying Foreign Shareholder" means an Existing Shareholder whose registered address as recorded in the Company's register of members is outside of Australia or New Zealand.

"Official Quotation" has the same meaning as that expression has in the Listing Rules.

"Option" means an option to acquire a Share exercisable at \$0.20 each on or before 30 June 2008 and otherwise on the terms and conditions set out in Section 8.2.

"Prospectus" means this prospectus dated 1 June 2005.

"Record Date" means 5.00pm (WST) 10 June 2005.

"Rights Issue" means the rights issue to Eligible Shareholders of 3 Rights Shares for every 8 Shares held at the Record Date at an issue price of \$0.20 per Rights Share.

"Rights Shares" means the shares the subject of the Rights Issue, to be issued at an issue price of \$0.20 each.

"Securities" means the Rights Shares and Options.

"Shares" means ordinary fully paid shares in the Company.

"Shortfall Application" has the same meaning as is ascribed to that phrase in Section 4.3.

"Shortfall" means the Rights Shares and Options not taken up by Existing Shareholders under the Rights Issue.

"Shortfall Facility" means the facility under which Eligible Shareholders may apply to participate in any Shortfall, as described in Section 4.3.

"Underwriting Agreement" means the underwriting agreement entered into between the Company and Max Capital dated 1 June 2005.

"WST" means Western Standard Time. All times detailed in this Prospectus are WST.