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Celsius Resources Limited — Capital/Financing Update 2005
May 29, 2005
10450_rns_2005-05-29_32e09970-7abf-4d3c-b6ce-72b2d987b89b.pdf
Capital/Financing Update
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30 May 2005
Manager Company Announcements Australian Stock Exchange Level 6, 20 Bridge Street SYDNEY NSW 2000
By E-Lodgement
UNDERWRITTEN \$7.58m RIGHTS ISSUE and REPAYMENT OF CONVERTIBLE NOTE
The Directors of View Resources Limited ("View") are pleased to announce that the Company will raise approximately \$7.58 million through a fully underwritten pro-rata non-renounceable rights issue to shareholders of approximately 37.89m 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. In addition shareholders will receive one free attaching option exercisable at \$0.20 on or before 30 June 2008 ("Rights Option") for every Rights Share subscribed for.
The \$7.58 million issue is fully underwritten by Max Capital Pty Ltd and subject to standard conditions. The new Rights Shares will rank equally in all respects with existing shares of the Company. The new Rights Options will be a new class of Option for which quotation on ASX will be sought.
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).
View's Managing Director Derek Lenartowicz commented:
"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."
A prospectus is currently being prepared with a scheduled lodgement date of 1 June 2005. Further information on the rights will be provided to Shareholders in due course.
An Appendix 3B in relation to the Rights Issue is attached.
Yours faithfully
DEREK LENARTOWICZ Managing Director
About View Resources
View Resources is a nickel and gold mining company that aims to quickly transform projects into cash operations. View Resources operates Carnilya Hill and Zone 29 nickel operations, located in the rich Kambalda nickel province and has secured the Bronzewing gold project from Newmont Australia.
| Telephone: (08) 9226 4611 | Level 12, London House | Postal Addre |
|---|---|---|
| Facsimile: (08) 9226 4655 | 216 St Georges Tce, Perth WA 6000 | PO Box 765 |
| ABN 95 009 162 949 | - Cloisters Sau |
55 6 Cloisters Square WA 6850
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement. application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000. 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
VIEW RESOURCES LIMITED
ABN
95 009 162 949
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
$\pm$ Class of $\pm$ securities issued or to $\mathbf{1}$ be issued
Ordinary Fully Paid
Options (20 cents, 30 June 2008)
- Number of $+$ securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
- Principal terms of the $+$ securities $\overline{3}$ (eg, if options, exercise price and expiry date; if partly paid $+$ securities. the amount outstanding and due dates for +convertible $\operatorname{if}$ payment; securities, the conversion price and dates for conversion)
37,893,630 Shares
37,893,630 Options (20 cents, 30 June 2008)
Shares - Ordinary Fully Paid
Options – (Exercisable at 20 cents, on or before 30 June 2008)
| 4 | Do the $+$ securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities? |
Yes - Shares New class of listed options. |
|
|---|---|---|---|
| If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution interest Oľ. payment |
|||
| 5 | Issue price or consideration | 20 cents per share with a 1 for 1 free attaching million before costs. |
Option (\$0.20, 30 June 2008) to raise \$7.58 |
| 6. | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
bankable Fund acquisition and working capital. |
feasibility study the on Cockburn Underground Project, repay debt, fund the final tranche for the Bronzewing |
| 7 | Dates of entering + securities into uncertificated holdings or despatch of certificates |
To be advised | |
| 8 | Number and $\pm$ class of all |
Number 138,943,310* |
+ Class Ordinary Fully Paid |
| + securities quoted on ASX | (post-consolidation) | Shares | |
| (including the securities in clause 2 if applicable) |
37,893,630 | Options (20 cents; 30 June 2008) |
|
1,500,000 Ordinary Fully Paid Shares are subject to 12 month escrow until 25 August 2005. $\pm$
| Number | + Class | ||
|---|---|---|---|
| 9 | Number and † class of all securities not quoted on ASX (including the securities in clause 2 if applicable) |
1,000,000 | Options (Employee) (exercisable at 35 cents on or before 31 December 2006) |
| 8,500,000 | Incentive Shares 8,500,000 Class C Incentive Shares convertible into shares upon the satisfaction of key performance event. |
||
| I | Convertible note for \$5.854m converting at 60 cents per share with an attaching Option exercisable at 60 cents within 12 months of the date of conversion. |
||
| 5,000,000* | Options (exercisable at 50 cents on or before 31 March 2009) |
||
| before 30 November 2005 | * Note 1.6 million Options will be issued on or | ||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
N/A |
Part 2 - Bonus issue or pro rata issue
| 11 | holder approval security Is. required? |
No |
|---|---|---|
| 12 | Is the issue renounceable or non- Non-renounceable renounceable? |
|
| 13 | Ratio in which the "securities will be offered |
Three $(3)$ Rights Shares for every eight $(8)$ shares held, with one free attaching Option (exercisable at 20 cents, expiring 30 June 2008) |
| 14 | Class of securities to which the I offer relates |
Ordinary fully paid shares and Options (exercisable at 20 cents, expiring 30 June 2008) |
| 15 | *Record determine date to entitlements |
10 June 2005 |
|---|---|---|
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
N/A |
| 17 | Policy for deciding entitlements in relation to fractions |
Rounding down |
| 18 | Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. |
United Kingdom, Hong Kong, Singapore, Malaysia, Norway, Papua New Guinea, United States, United Arab Emirates, Brazil, Germany, Spain, Israel, Japan and China, Qatar |
| Cross reference: rule 7.7. | ||
| 19 | receipt οf Closing date for acceptances or renunciations |
28 June 2005 |
| 20 | Names of any underwriters | Max Capital Pty Ltd |
| 21 | Amount of any underwriting fee or commission |
5% |
| 22 | Names of any brokers to the issue | Max Capital Pty Ltd |
| 23 | Fee or commission payable to the broker to the issue |
Management Fee (1%) |
| 24 | any handling fee оf Amount who lodge payable to brokers acceptances or renunciations on behalf of *security holders |
N/A |
| 25. | If the issue is contingent on *security holders' approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
14 June 2005 |
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
N/A |
| 28 | Date rights trading will begin (if applicable) |
N/A |
|---|---|---|
| 29. | Date rights trading will end (if applicable) |
N/A |
| 30 | How do *security holders sell their entitlements in full through - a broker? |
N/A |
| 31 | How do *security holders sell part of their entitlements through a broker and accept for the balance? |
N/A |
| 32 | How do *security holders dispose of their entitlements (except by sale through a broker)? |
N/A |
| 33 | *Despatch date | 4 July 2005 |
Part 3 - Ouotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities (tick one)
- Securities described in Part 1 $(a)$
- $(b)$
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
- If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$
$100,001$ and over
37
A copy of any trust deed for the additional *securities
Entities that have ticked box 34(b)
| 38 | Number of securities for which *quotation is sought |
N/A |
|---|---|---|
| 39. | Class of "securities for which quotation is sought |
N/A |
| 40 | Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? |
N/A |
| If the additional securities do not rank equally, please state: the date from which they do ۰ which the extent to they. participate for the next dividend, $(in$ the case of trust, a. distribution) or interest payment the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend. distribution or interest payment |
||
| 41 | Reason for request for quotation now Example: In the case of restricted securities, end of restriction period |
N/A |
| (if issued upon conversion οf another security, clearly identify that other security) |
||
| 42. | Number and + class of all + securities quoted on ASX (including the securities in clause 38) |
N/A |
Ouotation agreement
- $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those *securities should not be granted *quotation.
- An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
- If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Date: 30 May 2005
Sign here:
Director/Company Secretary
Print name:
Peter Landau