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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