Celsius Resources Limited — Capital/Financing Update 2011

Nov 14, 2011

MEDIA RELEASE/ASX ANNOUNCEMENT

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15 November 2011

VIEW TO ACQUIRE 90% INTEREST IN TWO PROSPECTIVE COAL ASSETS LOCATED IN SOUTHERN KYRGYZSTAN

HIGHLIGHTS

• View Resources has entered into a binding Heads of Agreement to acquire a 90% interest in two prospective coal assets located in Southern Kyrgyzstan, being the Sary-Mogol and Bel-Alma licenses (“the Projects”).

• The Sary-Mogol project has a development/production licence that is valid until 28 July 2016, with the yearly works agreement due for renewal prior to 31 January 2012.

• The production license at the Sary-Mogol project covers the area of previous mining activity and is an area 8 hectares in size. The previous owners of the Sary-Mogol project were producing and selling thermal coal from an open cut mine.

• The Bel-Alma project has an exploration licence and works agreement that are both valid until 26 July 2013.

• The Bel-Alma project is potentially a large tonnage, high quality thermal coal project. The total licence area is 278 hectares.

• Both Projects are close to the Chinese border (the likely end user of the coal) and the BelAlma project is situated near the proposed Trans-Euro railway.

• The deal will be subject to shareholder approval and will be funded through staged payments of US$2,600,000 in cash and the issue of 100,000,000 fully paid ordinary shares and 500,000 Performance Shares in the capital of the Company.

• The vendors of the Projects have agreed to assist the Company in securing additional coal projects in Kyrgyzstan.

Level 1, 12 Kings Park Road, West Perth WA 6005 PO Box 44, West Perth WA 6872 Ph: (08) 9226 4500 Fx: (08) 9226 4300 ACN 009 162 949

1. Overview of the Projects

View Resources Limited (ASX:VRE) (View or the Company) is pleased to announce that it has signed a binding Heads of Agreement to acquire 100% of the shares in Oshpur Limited (a company incorporated in Hong Kong) ( Oshpur ), which in turn holds a 90% interest in two prospective coal assets located in Kyrgyzstan, being the Sary-Mogol and Bel-Alma Projects ( Projects ).

Sary-Mogol Project

The Sary-Mogol Project is located at the southern foot of the Alay mountain ridge between the Southern Sarymogol and Dzhiltiksu rivers. The site is situated within 30km from a major freight terminal and less than 80km from the Chinese border.

The coordinates of the Sary-Mogol Project are:

Nos.	X	Y	Nos.	X	Y
1	4404405	13316883	4	4404182	13317041
2	4404368	13317135	5	4404182	13316721
3	4404276	13317172	6	4404341	13316694

The area is 8 hectares. Access to the Sary-Mogol project is by sealed road.

Initial exploration commenced with trenching across the licence area. In 2002, exploration work on the tenement increased with geological traverses of 12km, excavation of adits and trenches and drilling of 5 holes for a total of 400m. 82 samples from trenching were submitted for analysis as well as 65 samples from core. The Company does not have full access to this data set, but intends to investigate whether it can be made available.

Two coal seams (visible from the surface) have been identified and mined at the Sary Mogol Project. Based on visible inspection, the upper seam is between 7.3 and 10.3 metres thick, with an average thickness of 8.22 metres. The lower seam is between 6.7 and 9.6 metres thick but contains interbeds of waste material (argillites and clays).

The average coal quality returned from site sampling (as referred to above) is listed in the tables overleaf, separated into the two seams. The tables confirm that the coal has low- sulphur, average ash content, low moisture content and a good calorific value.

A recent site visit was conducted by consulting geologist, Mr Alexey Nikandrov in mid-October 2011. The tenement area was reported to be of very good infrastructure suitable for large scale production with adequate accommodation facilities (refer to photos in Appendix 1). A sample from the site taken during this visit was analysed by CHP Lab in Bishkek and returned the following values:

Calorific Value	–	6306 kcal/kg	(26.40 MJ/kg)
Moisture (as received)	–	3.5%
Ash (as received)	–	8.8%
Ash (dry)	–	9.2%
Volatiles (dry ash free)	–	29.5%
Sulphur	–	0.5%

Table 1. Historical Coal Quality data from sampling of the Sary Mogol Project (Source: Oshpur Limited).

	Moisture (As received, %)	Moisture (As received, %)	Ash (Dry, %)	Ash (Dry, %)	Total Sulphur Content (%)	Total Sulphur Content (%)	Volatile substances (%)	Volatile substances (%)	Specific heat of combustion (Qdaf, MJ/kg)	Specific heat of combustion (Qdaf, MJ/kg)
	Average	No. Samples	Average	No. Samples	Average	No. Samples	Average	No. Samples	Average	No. Samples
Upper seams	8.4	30	22.08	30	0.4	10	46.15	17	24.67	4
Lower seams	10.64	34	19.88	34	0.28	12	47.6	15	24.82	4

	Moisture (As received, %)	Moisture (As received, %)	Ash (Dry, %)	Ash (Dry, %)	Total Sulphur Content (%)	Total Sulphur Content (%)	Volatile substances (v"3', %)	Volatile substances (v"3', %)	Specific heat of combustion (Qdaf, MJ/kg)	Specific heat of combustion (Qdaf, MJ/kg)
	Range	No. Samples	Range	No. Samples	Range	No. Samples	Range	No. Samples	Range	No. Samples
Upper seams	1.33 - 12.53	30	9.10 - 39.26	30	0.26-0.49	10	47.64 - 52.74	17	23.50 - 27.86	4
Lower seams	1.98 - 17.55	34	11.49 - 39.11	34	0.11 - 0.41	12	41.31 - 63.60	15	22.26 - 27.84	4

There is currently a visible stockpile of coal already existing on site and negotiations are in progress for the stockpile to be sold (refer to photos in Appendix 1).

There has been insufficient work done on the tenement to define a resource to a JORC standard. Historical reporting was previously given under the Russian classification system. The first priority of the Company will be to undertake an exploration program on the tenement to define a JORC compliant resource.

Please refer to Appendix 1 to this announcement for photos of the Sary-Mogol project.

Bel-Alma Project

The Bel-Alma Project is located in the Naukat district of the Osh region in Kyrgyzstan. The tenement is 70km from the rail station Kyzyl-Kiya, and 70km from Osh, one of the largest cities in Kyrgyzstan - currently proposing to have a rail terminal for the Trans-Asia railway.

The Bel-Alma Project can currently only be accessed by helicopter (or possibly heavy duty equipment). The Company will need to extend an existing road approximately 15 kilometres to reach the site and this is part of the planned works for Year 1.

The coordinates of the Bel-Alma Project are:

Nos.	X	Y	Nos.	X	Y
1	4412506	13276723	5	4410500	13278600
2	4412500	13277000	6	4410500	13278000
3	4412000	13278000	7	4411000	13277000
4	4412000	13278600	8	4411500	13276000

The area is 278 hectares.

The Bel-Alma Project was first identified in the 1950s, however the first major exploration was carried out by the Tengizbayskaya Party of South Kyrgyz between 1983-87. Exploration included six trenches with a total length of 627m and an approximate depth of 2 metres each, from which selected 238 samples were taken. According to Tengizbayskoy Party, the calorific values for the samples ranged from 6500 to 7150 kCal. Refer to Diagram 1 in Appendix 3 for details of the trenches. The Company does not have the exact lengths or coordinates of the trenches (other than what is depicted in Diagram 1 in Appendix 3.

Three recent samples were taken during a site visit in October 2011 and the following results were produced:

Sample 1 (CHP Lab, Bishkek)

Calorific Value	–	7308 kcal/kg	(30.60 MJ/kg)
Moisture (as received)	–	3.2%
Ash (as received)	–	3.0%
Ash (dry)	–	3.2%
Volatiles (dry ash free)	–	28.4%
Sulphur	–	0.5%

Sample 2 (SGS Lab, Russia)

Basis Reported	Total Moisture (%)	Ash (%)	Yield of Volatile matter (%)	Total Sulphur (%)	Gross calorific value, kcal/kg	Net calorific value, kcal/kg
As Received	4.3	3.0	28.0	0.71	7446	7205
Air Dry Basis	2.16	3.04	28.61	0.726	7613	7379
Dry Basis		3.1	29.2	0.74	7781	7554
Dray Ash Free			30.2	0.77	8031	7796
Moist Ash Free					7685

Sample 3 (SGS Lab, Russia)

Basis Reported	Total Moisture (%)	Ash (%)	Yield of Volatile matter (%)	Total Sulphur (%)	Gross calorific value, kcal/kg	Net calorific value, kcal/kg
As Received	4.3	3.1	27.6	0.70	7470	7229
Air Dry Basis	2.07	3.21	28.24	0.712	7640	7407
Dry Basis		3.3	28.8	0.73	7801	7575
Dray Ash Free			29.8	0.75	8066	7832
Moist Ash Free					7723

The Company intends to conduct further sampling to determine if there are any coking coal properties.

Tengizbayskaya Party also divided the mapped coal mineralisation at the Bel-Alma Project into „Coal Open Cut 1‟ and „Coal Open Cut2‟. Open Cut 1 was better explored, with trench spacing reported to be between 90 to 255m, whilst Open Cut 2 trench spacing was reported to be 190m apart (refer to Diagrams 3 and 4 in Appendix 3). The Company does not have any more information on these trenches available to it at present, other than as set out in Appendix 3.

Based on visible inspection of the coal at surface and the trenching referred to above, true thickness of the coal seam at Bel Alma is estimated to vary between 30-75m, averaging 45m, with

interbed thickness of less than 1m. The seam dips between 20 and 70 degrees, with an average dip of 30 – 40 degrees. A geological plan of the Bel Alma coal seam, as well as schematic cross sections through the seam, are attached in Appendix 3.

As with Sary-Mogol, there has been insufficient work done on the tenement to define a resource to a JORC standard. Historical reporting was previously given under the Russian classification system which cannot be reported under ASX guidelines. The Company plans to undertake a systematic exploration program to define a JORC compliant resource as soon as practicable after completing the acquisition.

Please refer to Appendix 2 to this announcement for photos and diagrams of the Bel-Alma Project.

About Kyrgyzstan

Kyrgyzstan is a stable democratic country in Central Asia, historically known for its natural resources and ideally placed to supply its closest neighbour, China with much needed minerals and other resources.

During the time of the Soviet Union, Kyrgyzstan and Kazakstan were designated as the suppliers of raw materials to the rest of the republics due to the wealth of their natural resources. The coal industry was rapidly developing in the early 1900s, and by 1913 Kyrgyzstan provided coal for the whole Central Asian region.

Kyrgyzstan currently has a population of 5.5 million, with an average per capita income of $836 (2009). There are other successful explorers and miners operating in Kygyzstan, including ASX listed, Manas Resources Limited and TSX listed Centerra Gold (the owner of the world class Kumtor mine).

The company profit tax in Kyrgyzstan is 10% and the total royalty rate for coal producers is 4.3%.

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Map illustrating the location of the Tenements (Bel-Alma and Sary-Mogol) in southern Kyrgyzstan.

Infrastructure

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The Projects are situated some 80 to 180km from the Chinese border by road. Just south-east of the border is Kashgar, which is a major city in the region and has been designated as a new economic development zone.

Kashgar is anticipated to be a hub for steel mills, Shandong Iron and Steel Group Co Ltd is currently in the process of constructing a steel mill, which is anticipated to be completed by 2012.

Another potential major customer base is Urumqi, which is the main city of the Xingiang region, also prolific for steel. Oshpur is 1000km closer to Urumqi than the nearest seaborne supply of thermal and coking coal.

In addition, China and Kyrgyzstan have agreed to the construction of the Trans-Asia Railway, which is proposed to link China, Kyrgyzstan and Uzbekhistan – estimated to be completed within the next three years. The railway will connect with the Nanjiang line at Kashgar and then connect to the rest of China. If constructed, the Bel-Alma tenement could be within 60km of this railway.

Due Diligence

The Company has already completed legal due diligence on the Projects and confirmed they are in good standing.

Consulting geologist, Mr Alexey Nikandrov, conducted a site visit to the Projects in mid-October 2011 and reviewed the historical technical data. Photos from his site visit are set out in Appendix 1 and 2 to this announcement.

The Company intends to engage an Australian technical team to conduct a site visit to the Projects, complete further sampling and prepare an Independent Geologist‟s Report in the coming weeks.

2. Summary of the Commercial Terms

The Company has entered into a Heads of Agreement ( Heads of Agreement ) with the shareholders ( Shareholders ) of Oshpur Limited (a company incorporated in Hong Kong) ( Oshpur ), to acquire 100% of the shares in Oshpur ( Transaction ). Osphur in turn holds a 90% interest in the Bel-Alma and Sary-Mogol Projects located in Kyrgyzstan ( Projects ) via its interest in another Hong Kong company, Asia Pacific Resources Limited ( APR ).

The material terms of the Heads of Agreement are as follows:

( Consideration ): consideration payable by View to the Shareholders will consist of the following:

• (a) US$2,600,000 in cash;

• (b) the issue of 100,000,000 fully paid ordinary shares in the capital of View (Initial Shares); and

• (c) the issue of 500,000 performance shares in the capital of View, divided into three separate classes (100,000 A Performance Shares, 200,000 B Performance Shares and 200,000 C Performance Shares) (Performance Shares).

( Conditions Precedent ): The Heads of Agreement is conditional on the satisfaction (or waiver by View) of the following conditions precedent:

• (a) completion of due diligence by View on the business, operations of Oshpur and APR to the satisfaction of View;

• (b) ASX approving the terms of the Performance Shares;

• (c) View complying with all regulatory requirements of ASX; and

• (d) the shareholders of View approving the transactions contemplated by the Heads of Agreements in a general meeting, including a resolution authorising the allotment and issue of the Initial Shares and the Performance Shares to the Shareholders in accordance with the ASX Listing Rules and the Corporations Act.

The conditions outlined above must be satisfied (or waived by View) on or before 5.00pm (WST) on 31 January 2012 otherwise View may elect to terminate the Heads of Agreement.

( Loan to Oshpur ): View has agreed to make up to US$2,200,000 of the cash consideration as a loan to Oshpur ( Loan ) on the following terms:

• (a) Principal Amount: US$2,200,000;

• (b) Availability of the Loan: US$1,400,000 of the Loan will be made available on or prior to 14 November 2011, with the balance of the Loan being made available at settlement;

• (c) Use of Loan: to satisfy outstanding payments under the agreement between Oshpur and the Kyrgyzstan owners of the Tenements; and

• (d) Repayment: in the event that settlement does not occur (for any reason) after the Loan has been advanced to Oshpur, the Loan will only be repayable from the next capital raising (equity or debt) completed by Oshpur, otherwise it will be completely nonrecourse to Oshpur or the Shareholders. In the alternative, View will have the option of converting the Loan into fully paid ordinary shares in Oshpur such that View will hold a 50% interest in Oshpur on conversion of the Loan.

For the avoidance of doubt, the Loan forms part of the cash consideration (and is not an additional payment on top of the cash consideration).

If settlement occurs, the Loan will remain an intercompany loan between View and Oshpur.

( Post Settlement ): Following settlement, View will free carry APR‟s 10% holding in respect of the Projects until a decision to mine has been made (supported by a feasibility study confirming that mining will support a positive cash flow operation).

If a decision to mine is made in relation to the Projects, the Shareholders (or their nominee) must elect to contribute to expenditure (pro rata upon the basis of their shareholding in APR) or convert their interest 10% in APR into a royalty of US$4 per tonne of coal produced and sold from the Tenements.

( Area of Influence ): for a period of two years following settlement, the Shareholders (and their associated parties) agree to use their best endeavours to procure that additional coal projects are applied for or presented to View for acquisition within an area that lies with 100km of the boundaries of the Tenements ( Area of Influence ) and to procure that the in country Kyrgyzstan team will assist the Company (amongst other things) in securing new coal projects within the Area of Influence.

In addition, and prior to settlement, the Shareholders (and their associated parties) must use their best endeavours to deliver to the Company one or more coal transactions that will result in an extension to the licence area at Bel –Alma and/or Sary-Mogol or otherwise any other new coal projects in the Area of Influence.

( Performance Shares ): the Performance Shares will be issued to the Shareholders at settlement and will convert into fully paid ordinary shares in the capital of the Company upon the completion of certain performance milestones. Each Performance Share will, if certain milestones are achieved, convert into 1000 ordinary shares. The following is a summary of the terms of the Performance Shares:

• (a) A Performance Shares:

• i. 100,000 A Performance Shares;

• ii. expire 2 years from the date of issue of the A Performance Shares;

• iii. will convert upon the earlier to occur of:

  • an indicated JORC resource of at least 50 million tonnes of coal being delineated on the Projects; and

  • 100,000 tonnes of coal being produced and sold from the Projects;

• (b) B Performance Shares:

• i. 200,000 B Performance Shares;

• ii. expire 3 years from the date of issue of the B Performance Shares;

• iii. will convert upon the earlier to occur of:

  • an indicated JORC resource of at least 300 million tonnes of coal being delineated on the Projects; and

  • 200,000 tonnes of coal being produced and sold from the Projects; and

• (c) C Performance Shares:

• i. 200,000 C Performance Shares;

• ii. expire 4 years from the date of issue of the C Performance Shares;

• iii. will convert upon the earlier to occur of:

  • an indicated JORC resource of at least 400 million tonnes of coal being delineated on the Projects; and

  • 300,000 tonnes of coal being produced and sold from the Projects.

3. Capital Raising

In order to fund the Transaction and working capital, the Company intends to undertake a capital raising through the issue of shares to raise $1,000,000 ( Capital Raising ).

The Capital Raising will be completed under a full form prospectus that is expected to be available in January 2012.

4. Pro forma Capital Structure

	Shares	Options
Current issued capital	871,953,670	170,000,000
Initial Shares to be issued	100,000,000	Nil
Performance Shares to be issued1	500,000	Nil
Total on completion of Heads of Agreement (excluding the Capital Raising)2	972,453,670	170,000,000

Note:

1. The Performance Shares (consisting of 100,000 A Performance Shares, 200,000 B Performance Shares and 200,000 C Performance Shares) will convert into fully paid ordinary shares (on a 1:1000 basis) upon the achievement of certain performance milestones outlined above.

2. The number of shares to be issued under the Capital Raising will depend on the issue price, which is yet to be determined.

5. Financial Effect of the Transaction and Capital Raising

A pro-forma balance sheet showing the financial impact of the Transaction and the Capital Raising on the Company is set out below (as at 30 September 2011):

VRE GROUP	VRE GROUP
PRO-FORMA BALANCE SHEET
At 30 Sept 2011
		Unaudited VRE Group Consolidated Actuals	Vendor Cash Consideration	Vendor Share Consideration	Capital Raised	Unaudited VRE Group Consolidated Proforma
		4,746,567 1,093,241				3,146,567 1,093,241
	Current Assets
	Cash		(2,600,000)		1,000,000
	Cash at Bank - VRE Retention Account
	Total Current Assets	5,839,808	**(2,600,000) **	-	1,000,000	4,239,808
		20,602 592,205				3,620,602 592,205
	Non Current Assets
	Exploration Expenditure		2,600,000	1,000,000
	Interest in CH Joint Venture
	Total Non-Current Assets	612,807	2,600,000	1,000,000	-	4,212,807
	Total Assets	6,452,615	-	1,000,000	1,000,000	8,452,615
		66,465 303,973				66,465 303,973
	Current Liabilities
	Trade Creditors
	GST Payable
	Total Current Liabilities	370,438	-	-	-	370,438
	Total Non-Current Liabilities	(0)	-	-	-	(0)
	Total Liabilities	370,438	-	-	-	370,438
	Net Assets	6,082,178	-	1,000,000	1,000,000	8,082,178
		4,100,000 (151,317) 40,076 1,668,795 424,624				6,100,000 (151,317) 40,076 1,668,795 424,624
	Equity
	Contributed Equity			1,000,000	1,000,000
	Capital RaisingCosts
	Share Based Payments Reserve
	Retained Earnings
	Current Earnings
	Total Equity	6,082,178	-	1,000,000	1,000,000	8,082,178

Note: 500,000 Performance shares have not been included in the above pro-forma as their issue is highly dependent on future performance hurdles for which successful achievement is currently unknown and ultimately the value of these performance shares is presently unascertainable.

6. Nickel Assets

The Company remains in joint venture with Mincor at the Carnilya Hill Mine and has also applied for an exploration licence over a prospective nickel tenement in Western Australia.

The Company intends to continue with its activities in relation to the nickel assets as per the latest Quarterly Activities Report.

7.

ASX requirements and Timetable

ASX has advised the Company that the Transaction will result in a change in the nature and scale of its activities, and as a result, the Company will need to obtain approval of its shareholders for the Transaction and prepare a full form prospectus. However, the Company will not be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

An indicative timetable for completion of the Transaction and the Capital Raising is set out below:

Event	Date
Dispatch Notice of Meetingto shareholders	16December 2011
LodgeProspectuswith ASIC	16 January2012
Offerunder Prospectus opens	16 January2012
Offerunder Prospectus closes	23 January2012
General Meeting ofshareholdersto approveTransaction	24January2012
Transactioncompletes	31January2012

AUTHORISED BY:

Ranko Matic Non-Executive Director and Company Secretary

P: + 61 8 9226 4500 F: + 61 8 9226 4300

Level 1, 12 Kings Park Road WEST PERTH, WA 6005

Competent Person’s Statement

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Alexey Nikandrov, who is a member of the Australian Institute of Geoscientists. Mr Nikandrov has sufficient experience that 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 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr

Nikandrov consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

Appendix 1 – Photos of Sary-Mogol Project

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Appendix 2 – Photos of Bel-Alma Project

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Nearby mining operation (not Bel-Alma)

Appendix 3

Diagram 1 – Six trenches taken at the Bel-Alma Project (Black lines indicate trenching)

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Diagram 2 – Additional Trenching at the Bel-Alma Project

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The Company does not have all of the supporting data set in relation to these trenches.

Diagram 3 – ‘Open Cut 1’ and ‘Open Cut 2’ at the Bel-Alma Project

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The red outlined area above is “Open Cut No. 2” and the black outlined area is “Open Cut No. 1.”

Diagram 4 – ‘Open Cut 1’ and ‘Open Cut 2’ at the Bel-Alma Project

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The area on the left is “Open Cut No. 2” and the area on the right is “Open Cut No. 1”.