Celsius Resources Limited — Capital/Financing Update 2007

Jul 1, 2007

VIEW RESOURCES LTD ACN 009 162 949

PROSPECTUS

For the issue of up to 10,000,000 Shares at an issue price of 40 cents per Share to raise up to \$4,000,000 ("Retail Offer").

LEAD MANAGER

Hartleys Limited

This Prospectus is dated 2 July 2007. This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

CORPORATE DIRECTORY

DIRECTORS	Peter Stancliffe (Non - Executive Chairman) Tim Gooch (Managing Director and CEO) Peter Landau (Non-Executive Director) Gerrit de Nys (Non-Executive Director) Jeffrey Gresham (Non-Executive Director) Jyn Sim Baker (Alternate Director)
SECRETARY	Michael Ralston
REGISTERED AND PRINCIPAL OFFICE	Level 12, London House 216 St Georges Terrace PERTH WA 6000 Telephone: (08) 9226 4611 Facsimile: (08) 9226 4655 Email: information@viewresources.com.au website: http://www.viewresources.com.au
SOLICITORS	Blakiston & Crabb 1202 Hay Street WEST PERTH WA 6005
LEAD MANAGER	Hartleys Limited
AUDITORS	BDO Kendalls Audit & Assurance (WA) Pty Ltd Level 8, 250 St Georges Terrace PERTH WA 6000
SHARE REGISTRY	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000 Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033
ASX CODE	VRE

TABLE OF CONTENTS

SECTION		PAGE
Section 1	DETAILS OF THE OFFERS
Section 2	EFFECT OF THE RETAIL OFFER ON THE COMPANY	8
Section 3	RISK FACTORS	11
Section 4	ADDITIONAL INFORMATION	16
Section 5	DIRECTORS' RESPONSIBILITY STATEMENT & CONSENT	24
Section 6	DEFINED TERMS	25.

Important Notes and Statements

This Prospectus is dated 2 July 2007. A copy of this Prospectus was lodged with the ASIC on 2 July 2007. Neither the ASIC nor the ASX take any responsibility for the contents of this Prospectus. No Shares will be issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. Shares issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

This Prospectus will be issued in paper form and as an Electronic Prospectus, which may be viewed online at www.viewresources.com.au. The Retail Offer is available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person from passing onto another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of this Prospectus. During the period the Retail Offer is open, any person may obtain a hard copy of this Prospectus by contacting the Company on (08) 9226 4611 or by email at information@viewresources.com.au.

The Company will apply for the Shares offered pursuant to this Prospectus to be listed on ASX. An application for the Shares will only be accepted on the Application Form accompanying this Prospectus.

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Summary of Important Dates

Event	$\mathbf{Date*}$
Announcement of Institutional Offers and Retail Offer	Monday 2 July 2007
Prospectus Lodged at ASIC	Monday 2 July 2007
Opening date for applications under the Retail Offer	Tuesday 3 July 2007
Issue of Tranche 1 Institutional Shares and despatch of holding statements for Tranche 1 Institutional Shares	Tuesday 10 July 2007
General Meeting seeking approval to issue Conditional Securities	Monday 6 August 2007
Issue of Tranche 2 Institutional Shares and despatch of holding statements for Tranche 2 Institutional Shares	Tuesday 7 August 2007
Closing Date for acceptance and receipt of applications under the Retail Offer	Friday 10 August 2007
Issue of Shares pursuant to the Retail Offer and despatch of holding statements for Shares issued pursuant to the Retail Offer	Wednesday 15 August 2007

*These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice.

Key Definitions

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than used in full on each occasion and are set out in Section 6 of this Prospectus.

Section 1 DETAILS OF THE OFFERS

$1.1$ Details and Purpose of the Retail Offer

Pursuant to this Prospectus the Company invites investors, to subscribe for up to 10,000,000 Shares at an issue price of 40 cents per Share, to raise up to \$4,000,000 ("Retail Offer").

The funds raised under the Retail Offer will be used for potential acquisitions (and associated costs of such acquisitions) and meeting the costs of the Retail Offer.

$12$ Details and Purpose of the Institutional Offers

On 2 July 2007 the Company announced its intention to issue up to 65,000,000 Shares at an issue price of 40 cents per share to raise up to \$26,000,000. The shares will be issued in two tranches:

• Tranche 1 34,705,000 Shares to be issued to sophisticated investors (as defined in the Corporations Act) pursuant to the Company's ASX Listing Rule 7.1 capacity ("Tranche 1 Institutional Offer"); and
• Tranche 2: 30,295,000 Shares to be issued to sophisticated investors (as defined in the Corporations Act subject to a Shareholder approval at a general meeting of Shareholders to be held on or about 6 August 2007 ("General Meeting") ("Tranche 2 Institutional Offer").

This Prospectus has also been issued in part to facilitate the secondary trading of the Shares issued under Tranche 1 Institutional Offer ("Tranche 1 Institutional Shares") and the Shares issued under Tranche 2 Institutional Offer ("Tranche 2 Institutional Shares") as these Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act. A Prospectus is required under the Corporations Act to enable those persons who are to be issued Tranche 1 Institutional Shares and Tranche 2 Institutional Shares to on-sell those Shares within 12 months of their issue.

The funds raised under the Institutional Offers will be applied towards the Company's projects, debt reduction and working capital. Further details of the application of these funds is outlined in Section 1.11 of this Prospectus.

$1.3$ Shareholder Approval

The Retail Offer and the Tranche 2 Institutional Offer are conditional upon the Company obtaining the approval of its shareholders to the issue of Shares pursuant to Rule 7.1 of the Listing Rules.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities where the securities proposed to be issued represent more than 15% of the Company's fully paid ordinary shares then on issue.

The Tranche 1 Institutional Offer does not require the approval of shareholders as that offer complied with Listing Rule 7.1. The allotment of those Shares is at the discretion of the Directors.

Allotment of the Conditional Securities pursuant to the Retail Offer and the Tranche 2 Institutional Offer will not be made before and only to the extent that shareholder approval is obtained at the Company's General Meeting to be held on 6 August 2007. A notice of meeting will be distributed to shareholders as soon as is practicable after the date of this Prospectus.

Until shareholder approval is obtained the application money received pursuant to Applications for the Conditional Securities will be held in trust in a separate bank account.

All application monies received pursuant to Applications for the Tranche 2 Institutional Offer will be returned (without interest) if the necessary shareholder approval is not obtained for the issue of the Tranche 2 Institutional Shares.

All applications monies received pursuant to the Applications for the Retail Offer will be returned (without interest) if necessary shareholder approval is not obtained for issue of the Retail Shares.

$1.4$ Opening and Closing Dates

The Retail Offer will open for receipt of acceptances at 9.00am WST on 3 July 2007 and will close at 5.00pm WST on 10 August 2007 or such other date as the Directors, in consultation with the Lead Manager, may determine.

$1.5$ Minimum Subscription

There is no minimum subscription for the Retail Offer.

In the event that no funds are raised under the Retail Offer, the expenses of the issue will be paid out of the Company's existing cash reserves.

1.6 Applications

Applicants may apply for a minimum of 10,000 Shares representing a minimum investment of \$4,000. Applications for less than the minimum application of 10,000 Shares will not be accepted.

An application for Shares pursuant to the Retail Offer can only be made on the relevant Application Form which accompanies a paper copy of this Prospectus. Cheques should be in Australian currency and made payable to "View Resources Ltd - Trust Account" and crossed "not negotiable".

Completed Application Forms must be accompanied by the application monies and lodged in person with or by post to the Company's share registry:

By delivery:	By post:
Computershare Investor Services Pty Ltd	Computershare Investor Services Pty Ltd
Level 2, 45 St Georges Tce	GPO Box D182
PERTH WA 6000	PERTH WA 6840

Application Forms must be completed in accordance with the instructions set out on the back of the Application Form.

Applications under the Retail Offer must be received by 5.00 pm WST on 10 August 2007 (subject to the right of the Directors to close the Retail Offer earlier or to extend this date without notice).

Should you wish to apply for Shares, the instructions on the back of the Application Form will assist you to ensure that the Application Form is completed correctly.

$1.7$ Lead Manager and Brokers

Hartleys Limited ("Hartleys") has agreed to act as Lead Manager to the Retail Offer. As Lead Manager, Hartleys will receive a management fee of up to 2% (plus GST) of the total amount raised under the Retail Offer and a distribution fee of up to 4% (plus GST) of the amount raised by the Company under the Retail Offer.

Hartleys is responsible for the payments of distribution fees to other brokers who submit valid Applications accepted by the Company under the Retail Offer.

No brokerage or stamp duty will be payable by Applicants subscribing for Shares under this Prospectus.

$1.8$ Allotments

Subject to Section 1.3, the allotment of Shares will be made as soon as practicable after the relevant closing dates and in the case of the Conditional Securities as soon as is practicable after shareholders approve the allotment of those securities. The Company reserves the right to allot Shares in full for any application or to allot any lesser number, or to decline any application received.

Where the number of Shares allotted is less than the number applied for, the surplus application monies will be returned by cheque within 7 business days after the relevant closing date. Where no allotment is made, the amount tendered on application with the relevant Application Form will be returned in full by cheque as soon as practicable after the relevant closing date. Interest will not be paid on monies refunded.

A completed and lodged Application Form, together with a cheque for the application monies, constitutes a binding and irrevocable application for the number of Shares specified in the Application Form. The Application Form does not need to be signed to be a binding application.

If the Application Form is not completed correctly, or if the accompanying payment of the application monies is for the wrong amount, it may still be treated as a valid application. The Directors' decision whether to treat the application as valid and how to construe, amend or complete the Application Form is final. However, an applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the application monies.

1.9 ASX Listing

The Company will make application to ASX within 7 days following the date of this Prospectus for official quotation of the Shares.

If approval is not granted by ASX within 3 months after the date of this Prospectus, the Company will not grant or allot any Shares and will repay all application monies (where applicable) as soon as practicable, without interest.

A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX's view as to the merits of the Company, or the Shares now offered for subscription.

$1.10$ Purpose of the Retail Offer

The purpose of the Retail Offer is to raise funds for the following:

• working capital; and $\bullet$
• the costs of the Retail Offer. $\bullet$

$1.11$ Use of Funds

Assuming the Company is successful in raising the minimum subscription under the Retail Offer, the application of those funds raised is summarised as follows:

. De característica e esta resta de característica e esta e esta resta e esta era esta era esta era esta esta e Esta esta esta esta esta esta esta esta e Description .	Use of Funds
Working Capital	\$3,750,000
Costs of the Retail Offer	\$250,000
TOTAL

In the event that the Company raises an amount between the minimum and the maximum subscription under the Retail Offer, funds applied towards working capital will be reduced accordingly.

The funds raised under the Institutional Offers will be applied towards the Company's projects as follows:

Use of Funds	100a(8)
Development and working capital (Bronzewing Gold)	\$4,220,000
Development and working capital (Carnilya Hill nickel)	\$5,000,000
Further exploration (Bronzewing) and tenement acquisition	\$4,000,000
Debt reduction (Invested Facility loan)	\$12,000,000
Costs of the Institutional Offers	\$780,000
Total	\$26,000,000

Section 2 EFFECT OF THE RETAIL OFFER ON THE COMPANY

$2.1$ Principal Effects

If the maximum number of Shares issued pursuant to this Prospectus are issued, they will constitute 25.06% of the presently issued Share capital which currently totals 299,230,037 Shares.

The principal effect on the Company of the Retail Offer and the Institutional Offers is as follows:

• $(a)$ The Company will issue 10,000,000 Shares under the Retail Offer.
• Following the issue of the Shares the subject of the Retail Offer, the cash reserves of $(b)$ the Company will increase by approximately \$4,000,000 (less expenses of the Retail Offer which are estimated to be \$250,000). Following the issue of the Shares the subject of the Tranche 1 Institutional Offer and the Tranche 2 Institutional Offer, the cash reserves of the Company will increase by approximately \$26,000,000 (less expenses of the Institutional Offers which are estimated to be \$780,000).

$2.2$ Balance Sheet and Capital Structure

Set out as follows is an audit reviewed Balance Sheet of the Company as at 31 December 2006and the proposed capital structure of the Company after the Retail Offer:

	Audit Reviewed as at 31 December 2006	Pro-Forma as at 31 December 2006
	(S)	$\mathcal{S}$
CURRENT ASSETS
Cash	15,561,080	45,561,080
Receivables	324,300	324,300
Other	5,265,908	5,265,908
TOTAL CURRENT ASSETS	21,151,288	51, 151, 288
NON CURRENT ASSETS
Exploration Expenditure	17,648,668	17,648,668
Investments
Property, Plant & Equipment	4,590,956	4,590,956
Other	236,255	236,255
TOTAL NON-CURRENT ASSETS	22,475,879	22,475,879
TOTAL ASSETS
	43,627,167	73,627,167
CURRENT LIABILITIES
Payables	1,234,111	1,234,111
Provisions	200,000	200,000
TOTAL CURRENT LIABILITIES	1,434,111	1,434,111
NON-CURRENT LIABILITIES
Provisions	3,935,051	3,935,051
TOTAL NON-CURRENT	3,935,051	3,935,051
LIABILITIES
TOTAL LIABILITIES	5,369,162	5,369,162
NET ASSETS	38,258,005	68,258,005
SHAREHOLDERS' EQUITY
Share Capital	97,529,399	127,529,399
Reserves	519,397	519,397
Accumulated Losses	(59,790,791)	(59,790,791)
TOTAL SHAREHOLDERS' EQUITY	38,258,005	68,258,005

Balance Sheet Pro-forma Reflecting Retail Offer and the Institutional Offers

Notes:

1. The above pro-forma reflects both the Retail Offer and the Institutional Offers

Bronzewing mine restart - the Bronzewing gold mine was recommissioned in April 2007 and first gold $2.$ poured in May 2007. Currently both open pit and underground mining is underway and the operation is ramping up to full capacity $(2.3 \text{ mtpa})$ .

^3. Derivative products - The Company acquired 150,000 oz put options in December 2006 at a strike price of $$830/\text{o}z$ . These options commence in July 2007 and run on a fairly even distribution until completion in February 2010. The Company also entered into commitments to deliver into 175,000 oz of forward

contracts of gold delivered at a fixed price of \$900/oz. The forwards commence in January 2008 and run on a fairly even distribution until completion in December 2009.

1. Acquisition of major plant and equipment - The Company has acquired plant and equipment over the past six months as appropriate to recommence operations at Bronzewing.

Capital Structure of the Company

The pro-forma capital structure of the Company following the Retail Offer pursuant to this Prospectus is set out below:

Issued Capital	Number
Existing Ordinary Shares	299,230,037
Listed Options on issue as at date of this Prospectus (exercisable at	53,489,372
20 cents each and expiring 30/06/08)
Unlisted Options on issue as at date of this Prospectus – various	30,625,000
classes (see note 1 below).
Existing Issued Capital (on a fully diluted basis)	383, 344, 409
Maximum No. of Shares to be issued pursuant to the Tranche 1	34,705,000
Institutional Offer
Maximum No. of Shares to be issued pursuant to the Retail Offer	10,000,000
Maximum No. of Shares to be issued pursuant to the Tranche 2	30,295,000
Institutional Offer
Total Issued Capital following the Retail Offer and the	458,344,409
Institutional Offers (on a fully diluted basis)

Note 1: Classes of options on issue as at the date of this Prospectus.

Number of Options	Exercise Price	Expiry date
1,000,000	\$0.25	30/06/09
3,400,000	\$0.50	31/03/09
4,225,000	\$0.20	30/06/08
5,000,000	\$0.20	30/06/09
2,000,000	\$0.20	31/12/09
1,000,000	\$0.25	31/12/10
10,000,000	\$0.18	31/03/10
250,000	\$0.29	31/01/10
250,000	\$0.35	31/03/11
250.000	\$0.25	31/01/10
250,000	\$0.30	31/01/11
250,000	\$0.30	31/01/10
250.000	\$0.36	31/01/11
250,000	\$0.24	28/02/10
250,000	\$0.29	28/02/11
750,000	\$0.22	30/12/09
750,000	\$0.27	30/12/10
250,000	\$0.25	30/12/09
250,000	\$0.30	30/12/10

Section 3 RISK FACTORS

The Shares offered under this Prospectus are considered speculative. The Directors strongly recommend investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus. In addition, investors should be aware there are risks associated with investment in the Company. There are certain general risks and certain specific risks which relate directly to the Company's business and are largely beyond the control of the Company and the Directors because of the nature of the business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of:

Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings.

There can be no assurance that exploration of the project areas or any other tenements that may be acquired in the future will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Operation and Development Risks

By its nature, the business of exploration, mineral development and production which the Company may continue to participate in contains risks. Prosperity depends on the successful exploration and/or acquisition of reserves, development of a commercial process route for processing the ore, design and construction of efficient processing facilities, competent operation and management and efficient financial management. For its part, exploration is a speculative endeavour, the development of a commercial process route cannot be assured while mining operations can be hampered by force majeure circumstances, environmental considerations and cost overruns for unforeseen events.

Whether income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development. The design and construction of efficient processing facilities, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants also can affect successful project development.

Mineral Reserve and Resource Estimates

Mineral reserves and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

Government Policy

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

Native Title

Both the Native Title Act 1993 (Commonwealth), 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 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.

Commodity Price Risk and Exchange Rate Risk

In the future, the Company's revenue will come from sale of product. Therefore, its earnings will be closely related to the price and arrangements it enters into for selling of its products. Product prices fluctuate and are affected by factors including the relationship between global supply and demand for metal, forward selling by producers, the cost of production and general global economic conditions.

Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand issues. These factors may have an adverse affect on the Company's exploration, development and production activities as well as its ability to fund those activities.

In particular, the Company's profitability depends upon the world market prices of gold, nickel and other metals. If the market prices for gold, nickel and other metals fall below the Company's production costs and remain at such levels for any sustained period of time, it may not be economically feasible to commence or continue production. This would materially and adversely affect production, profitability and the Company's financial position. The Company may, although partly hedged against a decline in the gold price, experience losses and may determine to discontinue operations or development of a project or mining at one or more of its properties. If the prices of gold, nickel or other metals drop significantly, the economic prospects of the projects in which the Company has an interest could be significantly reduced or rendered uneconomic. Gold and nickel prices have fluctuated widely in recent years. There is no assurance that, even as commercial quantities of gold, nickel and other metals are produced, a profitable market will exist for them.

A decline in the market prices of gold, nickel and other metals may also require the Company to write down its mineral reserves and resources which would have a material and adverse effect on its earnings and profitability. Should any significant write-down in reserves and resources be required, material write-down of the Company's investment in the affected mining properties and increased amortisation, reclamation and closure expenses may be required.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

Environmental Risks

The Company's operations and projects are subject to State and Federal laws and regulation regarding environmental hazards and discharge of hazardous waste and materials. The Company intends to conduct its activities in an environmentally responsible manner, in accordance with applicable laws and regulations.

As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds.

The potential for liability is an ever-present risk. The Company cannot give any assurance that despite its precautions, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially or adversely affect its financial condition and its results from operations.

Share Market Risk

The market price of Shares can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. Neither the Company nor its Directors warrant the future performance of the Company or any return on investment in Shares.

General $\bullet$

When compared with many industrial and commercial operations, mining and mineral processing projects are relatively high risk. This is particularly so where new technologies are employed.

Each orebody is unique. The nature of the mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining and processing can never be wholly predicted. Estimations of the tonnes, grade and overall mineral content of a deposit are not precise calculations, but are based on interpretation and on samples from drilling which, even at close drill hole spacing, represent a very small sample of the entire orebody. Reconciliation of past production and reserves, where available can confirm the reasonableness of past estimates, but cannot categorically confirm the accuracy of future projections.

The applications of metallurgical testwork results and conclusions to the process design, recoveries and throughput depend on the accuracy of the testwork and the assumption that the sample tests are representative of the orebody as a whole. There is a risk associated with the scale-up of laboratory and pilot plant results to a commercial scale and with the subsequent design and construction of any plant.

Mining project revenues are subject to variations in metal prices and exchange rates. Annual price variations can be significant and future trends and timing are difficult to predict with accuracy.

Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Joint Venture Parties, Agents and Contractors

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

Future Capital Requirements

The Company's activities will require substantial expenditures. There can be no guarantees that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to shareholders and any debt financing if available may involve restrictive covenants, which limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

Potential Losses through Uninsured or Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, as well as political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labour disputes or changes in regulatory environment, monetary losses and possible legal liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company.

Reliance on Key Personnel and Employees

The Company's prospects depend in part on the ability of its executive officers, senior management and key consultants to operate effectively, both independently and as a group. To manage its growth, the Company must attract and retain additional highly qualified management, technical, sales and marketing personnel and continue to implement and improve operational, financial and management information systems. Investors must be

willing to rely to a significant extent on management's discretion and judgement, as well as the expertise and competence of outside contractors.

Section 4 ADDITIONAL INFORMATION

$41$ Legal Framework of this Prospectus

The Company is a "disclosing entity" under the Corporations Act and is subject to the regime of continuous disclosure and periodic reporting requirements. Specifically as a listed company, the Company is subject to the Listing Rules which require continuous disclosure to the market of any information possessed by the Company which a reasonable person would expect to have a material effect on the price or value of its shares.

$4.2$ Applicability of Corporations Act

As a "disclosing entity", the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of securities which are quoted enhanced disclosure ("ED") securities and the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of this Prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the provisions of the Listing Rules as in force from time to time which apply to disclosing entities, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

The Shares to be issued under this Prospectus are in a class of Shares that were quoted on the stock market of ASX at all times in the 12 months before the issue of this Prospectus.

$43$ Information Available to Shareholders

The Company will provide a copy of each of the following documents, free of charge, to any investor who so requests during the application period under this Prospectus:

• the Annual Financial Report for the Company for the period ending 30 June 2006; $(a)$
• $(h)$ the Half Year Financial Report for the Company for the period ending 31 December 2006: and
• $(c)$ the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ending 30 June 2006 and before the issue of this Prospectus:

Date	Description of ASX Announcement
02/07/07	View to raise \$30 million as growth continues
02/07/07	Reinstatement to Official Quotation
21/06/07	Suspension from Official Quotation
19/06/07	Trading Halt
12/06/07	Carnilya Hill the Next Australian Nickel Mine
08/06/07	Open Briefing – Carnilya Hill Results & Bronzewing Update
01/06/07	Director Resignation & Final Director's Interest Notice

29/05/07	Major Extension to Carnilya Hill Nickel Mineralisation
18/05/07	Amended Appendix 3B
18/05/07	Appendix 3B
17/05/07	Pours first gold at Bronzewing
23/04/07	Third Quarter Activities and Cashflow Reports
18/04/07	Becoming a substantial holder from LST
11/04/07	62 000 oz added to Bronzewing Reserve
29/03/07	View to Fast Track Nickel Production
23/03/07	Initial Director's Interest Notice
21/03/07	Jeff Gresham joins Board
16/03/07	Half Year Accounts
14/03/07	Open Briefing. View Res. Bronzewing Recommissioning & Carn
09/03/07	Appendix 3B
27/02/07	Change of Director's Interest Notice
07/02/07	RM Research Paper
24/01/07	Second Quarter Activities & Cashflow Reports
23/01/07	Bronzewing Forwards locked in at \$900/oz
18/01/07	Bronzewing Restart gathers pace
11/01/07	Change of Director's Interest Notice x5
03/01/07	Appendix 3B
20/12/06	Appendix 3B
18/12/06	Share Purchase Plan Heavily Over-Subscribed
13/12/06	MCR ann: Completes Carnilya Hill Earn-In
13/12/06	View & Mincor reach JV at Carnilya Hill
30/11/06	View Locks in 150,000ozs of Put Options for Bronzewing
29/11/06	LSG: Lion invests an additional \$2.2 million in View Resources
28/11/06	Section 708A Notice
28/11/06	One Step Closer to Nickel Production
27/11/06	Change in substantial holding from LSG
27/11/06	Appendix 3B
27/11/06	MCR: Pre-Feasibility Studies commence at Carnilya Hill
24/11/06	Share Purchase Plan
22/11/06 22/11/06	Reinstatement to Official Quotation Successful Capital Raising
22/11/06	AGM Presentation
21/11/06	Results of Meeting
16/11/06	Suspension from Official Quotation
14/11/06	Trading Halt
06/11/06	Independent report confirms Bronzewing exploration potential
02/11/06	Open Briefing View Resources Bronzewing & Carnilya Hill
	Update
30/10/06	Independent Research Paper
27/10/06	First Quarter Activities & Cashflow Report
25/10/06	View Resources Audio Broadcast
24/10/06	Notice of Annual General Meeting

$4.4$ Rights Attaching to Shares

The Shares to be issued pursuant to this prospectus will rank equally in all respects with existing Shares in the Company. Full details of the rights attaching to the Company's Shares are set out in its constitution, a cop office.

The following is a summary of the rights that attach to the Company's existing Shares:

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 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

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 the entitlements thereto are determined bears to the total amounts paid or payable (excluding amounts credited) on all those Shares held by members at that time.

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 closes 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.

When 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

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.

Creation and Issue of Further Shares

Subject to restrictions on the allotment of share to Directors and their associates, Listing Rules, the Constitution and the Corporations Act, the allotment and issue of any shares is under the control of the Directors. The Directors may allot, issue and grant options on such terms and conditions as they see fit.

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 class (unless otherwise provided by 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.

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.

$4.5$ Interests of Directors

Directors' Holdings

At the date of this Prospectus the relevant interest of each of the Directors in the securities of the Company are as follows:

Directors	$\mathbb{S}^n$ is a signal signal.	Shares Shares	Options
	Direct	Indirect	Direct	Indirect
Peter Stancliffe		$89,369$ 1	$2,000,000^2$
Tim Gooch	219,369		2,200,000 3
Gerrit de Nys	68,750		1,018,750 4
Peter Landau		$87,089^5$		$1,023,751^{6}$
Jeffrey Gresham
Jyn Baker

Notes:

• 89,369 Shares are held by estate of the late Beris Dawn Stancliffe (Peter Stancliffe's spouse). $\mathbf{1}$ .
• 2,000,000 unlisted options exercisable at 20 cents each and expiring 30/06/09. $2.$
• 2,200,000 unlisted options exercisable at 20 cents each and expiring 30/06/08. $\overline{3}$ .
• $4.$ 18,750 options exercisable at 20 cents each and expiring 30/06/08, 1,000,000 unlisted options exercisable at 20 cents each and expiring 30/06/09
• $5.$ 87,089 Shares held by Peter Landau and Susan Cann ATF Landau Superannuation Fund. Peter Landau is a beneficiary of the Landau Superannuation Fund.
• 23,751 options exercisable at 20 cents each and expiring 30/06/08 are held by Peter Landau $6.$ and Susan Cann ATF Landau Superannuation Fund. Peter Landau is a beneficiary of the Landau Superannuation Fund. 1,000,000 unlisted options exercisable at 20 cents each and expiring 30/06/09 are held by Peter Landau and Susan Cann ATF Landau Superannuation Fund. Peter Landau is a beneficiary of the Landau Superannuation Fund.

Remuneration of Directors

The constitution of the Company provides that the non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum per annum from time to time determined by the Company in general meeting (which is currently \$300,000 per annum).

A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Details of remuneration provided to Directors and their associated entities during the past two financial years are as follows:

Directors	Director's Fees/Salaries	Super- annuation	Options \$	Total \$
Mr Peter Stancliffe
Mr Tim Gooch 1	\$112,500	\$10,125		\$122,625
Mr Gerrit de Nys
Mr Peter Landau	\$36,000	\$3,240		\$39,240
Mr Jeffrey Gresham
Ms Jyn Baker

Financial year up to 30 June 2005

Financial year up to 30 June 2006

Directors	Director's	Super-	Options	Total
	Fees/Salaries	annuation
Mr Peter Stancliffe	\$33,432	\$2,250		\$35,682
Mr Tim Gooch 1	\$186,757	\$16,777	\$106,532	\$310,066
Mr Gerrit de Nys	\$8,333	\$750		\$9,083
Mr Peter Landau	\$40,024	\$3,600	٠	\$43,624
Mr Jeffrey Gresham
Ms Jyn Baker

Note 1: Tim Gooch was appointed a director on 23 May 2006. Before this appointment he was the Company's Chief Operating Officer. Amounts shown above include all of Tim Gooch's remuneration during the period whether as a Director or Chief Operating Officer.

Directors	Director's	Super-	Options	Total
	Fees/Salaries	annuation
	5		\$
Mr Peter Stancliffe	\$60,000	\$5,400	\$195,982	\$261,382
Mr Tim Gooch	\$320,000	\$31,139		\$351,139
Mr Gerrit de Nys	\$42,667	\$3,840	\$97,991	\$144,495
Mr Peter Landau	\$40,000	\$3,600	\$97,991	\$141,591
Mr Jeffrey Gresham	\$6,667	\$600	$\blacksquare$	\$7,267
Ms Jyn Baker			$\overline{\phantom{0}}$

Since 30 June 2006 to the date of this Prospectus, the directors have been paid the following $f\rho\rho g$ .

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus. any interest in:

• the formation or promotion of the Company; or $\bullet$
• property acquired or proposed to be acquired by the Company in connection with its $\bullet$ formation or promotion or the Retail Offer: or
• the Retail Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Retail Offer.

4.6 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company;
• property acquired or proposed to be acquired by the Company in connection with its $\bullet$ formation or promotion or the Retail Offer: or
• the Retail Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Retail Offer.

• BDO Kendalls Audit & Assurance (WA) Pty Ltd are the auditors to the Company. It has provided audit services to the Company during the last two years totalling approximately \$50,000 for audit work performed.
• Blakiston & Crabb have acted as solicitors to the Company in relation to this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately $$20,000$ for these professional services. Blakiston & Crabb have provided other professional services to the Company during the last two years totalling approximately \$5,000.
• As Lead Manager, Hartleys will receive a management fee of up to 2% (plus GST) of the total amount raised under the Institutional Offers and the Retail Offer and a distribution fee of up to 4% (plus GST) of the amount raised by the Company under the Institutional Offers and the Retail Offer. Hartleys has assisted in the completion of part of two capital raisings in the past 2 years for the Company, for which it has received gross fees of \$121,000 (plus GST). Hartleys has also provided corporate advice within the past 2 years and continues to provide corporate advice to the Company for which it received fees of \$50,000 (plus GST) and continues to receive fees.

$4.7$ Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were \$0.51 on 12 June 2007 and \$0.325 on 2 April 2007. The latest available market sale price of Shares on ASX immediately before the date of issue of this Prospectus was \$0.44 on 18 June 2007.

48 Expenses of the Retail Offer

The approximate expenses of the Retail Offer including advisers' fees, Hartleys, ASIC and ASX fees, printing and distribution costs and other miscellaneous expenses, is \$250,000, which has been paid or is payable by the Company.

4.9 Consents

Each of the parties referred to in this Section 4.9:

• does not make, or purport to make, any statement in this Prospectus or on which a $(a)$ statement made in this Prospectus is based, other than as specified in this Section $4.9:$ and
• to the maximum extent permitted by law, expressly disclaims and takes no $(b)$ 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 4.9.

BDO Kendalls Audit & Assurance (WA) Pty Ltd has given its written consent to being named as the Company's auditor in this Prospectus and to the use of the audit reviewed balance sheet as at 31 December 2006 for the purposes of preparing the pro-forma balance sheet in the form and context in which that balance sheet is included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

• BDO Kendalls Audit & Assurance (WA) Pty Ltd as the Company's auditor; $(a)$
• Blakiston & Crabb as the solicitors to the Company: $(h)$
• Hartleys Limited as Lead Manager; and $(c)$
• $(d)$ Computershare Investor Services Pty Ltd as the Company's share registry.

4.10 Privacy Disclosure Statement

The Company collects information about each Applicant from an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, (including mailing houses), the ASX, ASIC and other regulatory authorities.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

$4.11$ Electronic Prospectus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper prospectus lodged with the ASIC and the issue of Securities in response to an electronic Application Form, subject to compliance with certain provisions.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company (at email: information@viewresources.com.au or telephone (08) 9226 4611) and the Company will send to you free, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

DIRECTORS' RESPONSIBILITY STATEMENT & CONSENT Section 5

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors' knowledge, before any issue of Shares pursuant to this Prospectus.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 2 July 2007

LL
Window

Tim Gooch Managing Director and CEO

Section 6 DEFINED TERMS

"Application Form" means the application form accompanying this Prospectus, and "Applicant" and "Application" have comparative meanings:

"ASIC" means the Australian Securities & Investments Commission:

"ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited:

"Business Day" means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day:

"Company" means View Resources Ltd ACN 009 162 949;

"Conditional Securities" means the Shares the subject of the Tranche 2 Institutional Offer and the Retail Offer, as referred to in Section 1.3:

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" means the directors of the Company:

"Electronic Prospectus" means the electronic version of the Prospectus;

"Institutional Offers" means the Tranche 1 Institutional Offer and the Tranche 2 Institutional Offer:

"Listing Rules" means the Listing Rules of ASX;

"Prospectus" means this prospectus dated 2 July 2007, and includes the Electronic Prospectus;

"Retail Offer" means the issue pursuant to this Prospectus of up to 10,000,000 Shares at an issue price of 40 cents per Share, to raise up to \$4,000,000;

"Section" means a section of this Prospectus;

"Share" means an ordinary fully paid share in the capital of the Company:

"Tranche 1 Institutional Offer" means the issue of up to 34,705,000 Shares at an issue price of 40 cents per Share, to raise up to \$13,882,000;

"Tranche 2 Institutional Offer" means the issue of up to $30,295,000$ Shares at an issue price of 40 cents per Share, to raise up to \$12,118,000;

"Tranche 1 Institutional Shares" means the Shares issued pursuant to the Tranche 1 Institutional Offer:

"Tranche 2 Institutional Shares" means the Shares issued pursuant to the Tranche 2 Institutional Offer:

"Unconditional Securities" means the Tranche 1 Institutional Shares; and

"WST" means Australian Western Standard Time.

VIEW RESOURCES LTD ACN 009 162 949 RETAIL OFFER APPLICATION FORM	Share Registrars use only
Please read all instructions on reverse of this form		Broker reference - stamp only
Number of Shares applied for (minimum of B A $10,000$ shares)	Total amount payable cheque(s) to equal this amount
	A\$ at $$0.40$ each =	Adviser Code Broker code
you may be allocated all of the Shares above or a lesser number. C	Full name details title, given name(s) (no initials) and surname or company name	$\mathbf{D}$ Tax file number(s)/ABN Or exemption category
Name of applicant 1		Applicant I/company
Name of joint applicant 2 or
		Joint applicant 2/ trust
Name of joint applicant 3 or		Joint applicant 3/exemption
Full postal address E Number/street		Contact details F Contact name
		Contact daytime telephone number ( )
Suburb/town Contact email address
	State/postcode
CHESS HIN (if applicable) G Cheque payment details please fill out your cheque details and make your cheque payable to "View Resources Ltd - Trust Account". Ħ
Drawer	Cheque number BSB number Account number	Total amount of cheque

$\perp$ $\perp$ Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:

this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the $\left( a\right)$ Constitution of the Company;

$(b)$ I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Shares; and

I/we acknowledge and consent to the privacy disclosure statement set out in Section 4.10 of the Prospectus. $\langle e \rangle$

No signature is required.

You should read the Prospectus dated 2 July 2007 carefully before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

Guide to the View Resources Ltd Retail Offer Application Form

This Application Form relates to the offer of up to 10.000.000 Shares in View Resources Ltd at \$0.40 per Share, pursuant to the Prospectus dated 2 July 2007. The expiry date of the Prosnectus is the date that is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and without charge.

Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.

• Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares. $\Lambda$
• Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of \$0.40. R
• Write the full name you wish to appear on the statement of holdings. This must be either your own name or the name of your company. Up to three joint C Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
• Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is Ď authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application.
• $\mathbf{r}$ Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
• Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
• The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of ASX $\mathfrak{c}$ Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertificated form on the CHESS subregister, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to vou. For further information refer to the Prospectus.
• R Please complete cheque details as requested:

Make your cheque payable to "View Resources Ltd - Trust Account" in Australian currency and cross it "Not Negotiable". Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

$\mathbf{I}$ Before completing the Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Correct form of Registrable Title

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other nonregistrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual	Mr John Alfred Smith	JA Smith
Use names in full, no initials
Minor (a person under the age of 18)	John Alfred Smith	Peter Smith
Use the name of a responsible adult, do not use the name of a minor.
Company	ABC Pty Ltd	ABC P/L
Use company title, not abbreviations		ABC Co-
Trusts	Mrs Sue Smith	Smith Family Sue
Use trustee(s) personal name(s), do not use the name of the trust	$\le$ Sue Smith Family A/C $>$	Trust
Deceased Estates	Ms Jane Smith	John Estate late -of-
Use executor(s) personal name(s), do not use the name of the deceased	$\leq$ Est John Smith A/C>	Smith
Partnerships	Mr John Smith and Mr Michael	John Smith and Son
Use partners personal names, do not use the name of the partnership	Smith
	$\leq$ John Smith and Son A/C>

BY POST:

Lodgment of Applications

Return your completed Application Form with cheque(s) attached to: BY DELIVERY:

Computershare Investor Services Pty Ltd	Computershare Investor Services Pty Ltd
Level 2, 45 St Georges Tce	GPO Box D182
PERTH WA 6000	PERTH WA 6840

Application Forms must be received no later than 5.00 pm WST time on 10 August 2007.