Celsius Resources Limited — Capital/Financing Update 2011

May 4, 2011

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5 May 2011

Company Announcements Platform ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir/Madam,

Secondary Trading Prospectus and Appendix 3B

Please find attached a secondary trading prospectus as lodged with the ASIC today and the associated Appendix 3B.

Yours faithfully

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Ranko Matic Non-Executive Chairman Company Secretary

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

VIEW RESOURCES LIMITED ACN 009 162 949

PROSPECTUS

For the offer of 10,000,000 Shares in the capital of the Company at a price of $0.005 per Share to raise up to $50,000.

This Prospectus has been prepared for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

TABLE OF CONTENTS

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ....................................... 1
2.	CORPORATE DIRECTORY .............................................................................................. 4
3.	DETAILS OF THE OFFER .................................................................................................. 5
4.	PURPOSE AND EFFECT OF THE OFFER ......................................................................... 10
5.	COMPANY AND PROJECT OVERVIEW ....................................................................... 12
6.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ...................................................... 15
7.	RISK FACTORS ............................................................................................................ 17
8.	ADDITIONAL INFORMATION ...................................................................................... 21
9.	DIRECTORS’ AUTHORISATION .................................................................................... 28
10.	DEFINITIONS ............................................................................................................... 29
APPLICATION FORM ................................................................................................................. 30

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with the ASIC and ASX	5 May 2011
Opening Date	12 May 2011
Closing Date	20 May 2011
Expected date of Official Quotation of the Shares	25 May 2011

*The Company reserves the right to extend the Closing Date or close the Offer early without notice.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 5 May 2011and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The Expiry Date of the Prospectus is 13 months after the date the Prospectus was lodged with the ASIC. No Shares will be allotted or issued on the basis of this Prospectus after the Expiry Date.

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

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

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A copy of this Prospectus can be downloaded from the website of ASX www.asx.com.au (under the company announcements for “VRE”).

Applications for securities under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

RISK FACTORS

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

For further information in relation to the risk factors of the Company please refer to Section 7 of this Prospectus which contains details of the specific and general risks to which the Company may be exposed, including, but not limited to, the following:

• Reinstatement of the Company’s Shares to Official Quotation: Trading in the Company's Shares has been suspended by the ASX. The reinstatement of the Company’s Shares to Official Quotation is subject to the Company satisfying the conditions imposed by ASX for the reinstatement. The Company cannot guarantee that the ASX will reinstate the trading of the Company's Shares.

• Exploration Risk: This includes the risk that the exploration of the Company’s current or future activities may not result in the discovery of an economic ore deposit.

• Operating Risks: The operations in which the Company has an interest may be adversely affected by various factors outside the control of the Company which could adversely affect the Company’s performance, including operational and technical difficulties, adverse weather conditions, industrial disputes and unexpected shortages or increases in the costs of labour, plant and equipment.

• Resource Estimates: This includes the risk that estimates, which were valid when originally calculated, may alter significantly when new information or techniques become available, which may adversely affect the Company’s performance.

• Joint Venture and Contractual Risk: The default by a participant in any joint venture to which the Company is a party, the insolvency or managerial failure by any of the contractors or service providers used by the Company, or the default by any customers of the Company, may have an adverse effect on the financial performance of the Company.

• Environmental Risks: The operations of the Company are subject to environmental laws and regulations which could prohibit or restrict the Company’s proposed activities.

• Commodity Price Volatility and Exchange Rate Risks: Any revenue which the Company derives through the sale of commodities exposes the potential income of the Company to commodity price risk (in particular, the risk of adverse fluctuations in the price of nickel) and exchange rate risks.

• Title Risks and Native Title: This includes the risk of failure to maintain or renew title to any tenements on which the Company’s activities are located, and the risk that Native Title rights may adversely impact on the Company’s activities.

• Additional Requirements for Capital: The Company may require further financing in the future to develop its activities. Any additional equity financing

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will dilute shareholdings and debt financing may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

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2. CORPORATE DIRECTORY

Directors

Share Registry*

Mr Bill Oliver Mr Ranko Matic Mr Simon MacKinnon

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

Company Secretary

Mr Ranko Matic

Registered Office

Level 1, 12 Kings Park Road WEST PERTH WA 6005

Telephone: (08) 9226 4500 Facsimile: (08) 9226 4300

Telephone: 1300 787 272

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

• This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

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3. DETAILS OF THE OFFER

3.1 Offer

By this Prospectus, the Company invites investors identified by the Directors to apply for a total of 10,000,000 Shares at an issue price of $0.005 per Share payable in full on application to raise $50,000.

All of the Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus.

3.2 Objectives

The Company is seeking to raise $50,000 under this Prospectus which will be used to cover the costs of the Offer and as working capital of the Company.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to the Shares issued by the Company prior to the Closing Date.

Relevantly, Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that are quoted securities of the body;

• (b) either:

• (A) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (B) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

3.3 Opening and Closing Dates of the Offer

The Opening Date of the Offer will be 12 May 2011 at 9:00am WST and the Closing Date will be 20 May 2011 at 5:00pm WST. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so.

3.4 Application for Shares

Applications for Shares must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus.

Payment for the Shares must be made in full at the issue price of $0.005 per Share.

Completed Application Forms and accompanying cheques must be mailed or delivered to:

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By Hand:

Level 1, 12 Kings Park Road WEST PERTH WA 6005

Or by Mail:

Level 1, 12 Kings Park Road WEST PERTH WA 6005

Cheques should be made payable to “View Resources Limited - Share Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach the address set out above by no later than the Closing Date.

3.5 Minimum Subscription

The minimum subscription for this Prospectus is the full subscription, being $50,000.

3.6 Allotment of Shares

Allotment of Shares will take place as soon as practicable after the Closing Date. Application moneys will be held in a separate subscription account until allotment. This account will be established and kept by the Company in trust for each applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place and each applicant waives the right to claim any interest.

The Directors will determine the allottees of all the Shares. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for.

Where the number of Shares allotted is less than the number applied for, the surplus monies will be returned by cheque as soon as practicable after the Closing Date. Where no allotment is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on monies refunded.

3.7 Underwriter

The Offer is not underwritten.

3.8 Australian Securities Exchange Listing

The Company is presently listed on the Official List of ASX but its Shares have been suspended from trading on the stock market conducted by ASX since 8 February 2008.

ASX has informed the Company of ASX's requirements for reinstatement of the Company's Shares to Official Quotation, including:

• (a) confirmation that after completion of any capital raisings, after payment of the costs of capital raising (if any), the Company can demonstrate to ASX that it will have a minimum of $1,000,000 in cash, net of all liabilities, at the date of reinstatement;

• (b) in relation to any capital raisings conducted by the Company in relation to the recapitalisation – the completion of the allotment and issue of

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any securities pursuant to those capital raisings , and confirmation tha the despatch of each of the following has occurred:

• (i) in relation to all holdings on the CHESS sub-register, a notice from the Company under ASTC Settlement Rule 8.9.1;

• (ii) in relation to all other holdings, issuer sponsored holding statements; and

• (iii) any refund money;

• (c) lodgement of all outstanding Appendix 3Bs with ASX for issues of new securities;

• (d) provision of the following in a form suitable for release to the market:

• (i) a distribution schedule of the number of holders in each class of security to be quoted in the form contained in Appendix 1A, paragraph 48;

• (ii) a statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by these holders;

• (iii) a statement outlining the Company’s capital structure;

• (iv) full terms and conditions of the options (if any) on issue;

• (v) full terms and conditions of any Employee Share and/or Option Plans;

• (vi) an updated pro-forma balance sheet based on actual funds raised;

• (vii) an updated expenditure budget based on actual funds raised;

• (viii) a consolidated activities report setting out the proposed business strategy for the Company;

• (ix) a statement confirming the Company is in compliance with the listing rules, and in particular, listing rule 3.1;

• (x) a notice detailing the Company’s registered office and contact details in this regard;

• (xi) a statement advising the names of the Company’s directors and company secretary following the recapitalisation of the Company;

• (xii) a statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council. If the Company has not followed all of the recommendations, the Company must identify those recommendations that have not been followed and give its reasons for not following them; and

• (xiii) provision of copies of a securities trading policy that complies with listing rule 1.1 condition 15;

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• (h) lodgement of any reports outstanding since the Company’s securities were suspended and any other outstanding documents required by listing rule 17.5;

• (i) notification of the person responsible for communication with ASX in relation to listing rule matters;

• (j) the Company demonstrating its compliance with listing rules 12.1 and 12.2 to ASX’s satisfaction;

• (k) payment of any outstanding ASX fees; and

• (l) the provision of any other information required or requested by ASX.

Subject to compliance with the above conditions, the Directors are not aware of anything which would result in ASX not exercising its discretion to reinstate the Company’s Shares to Official Quotation.

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

Subject to the ASX granting Official Quotation to the Shares the subject of this Prospectus, allotment of Shares will occur as soon as practical after the Closing Date, following which, statements of Shareholding will be dispatched.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

3.9 Restrictions on the Distribution of the Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Shares on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

3.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company is a participant in CHESS for those investors who have a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

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Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with separate statements (similar to a bank account statement) that set out the number of Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

3.11 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

3.12 Enquiries

Any questions concerning the Offer should be directed to the Company Secretary (Mr Ranko Matic) on (08) 9226 4500.

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4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to the Shares issued by the Company prior to the Closing Date (including prior to the date of this Prospectus).

The effect of the Offer on the capital structure of the Company is set out below.

Shares

	Maximum Subscription (Number)
Shares currently on issue	871,953,670
Shares offered pursuant to the Offer	10,000,000
Total Shares on issue upon completion of the Offer	881,953,670

Options

Options currently on issue	Number
Unlisted Options exercisable at $7.80 on or before 1 August 2011	52,500
Unlisted Options exercisable at $0.01 on or before 31 March 2014	170,000,000
Options offered pursuant to the Offer	Nil
Total Options on issue upon completion of the Offer	170,052,500

The proceeds of the Offer will be applied towards meeting the expenses of the Offer of approximately $15,000. The balance of the proceeds of the Offer will be used as working capital of the Company.

4.2 Financial effect

The Offer will have an effect on the Company’s financial position. Set out below is the unaudited consolidated balance sheet of the Company as at 30 April 2011 and the unaudited pro forma consolidated balance sheet of the Company as at 30 April 2011, incorporating the effect of the Offer (after deducting issue costs of $10,000):

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Current Assets Cash at bank 1 Total Current Assets Non Current Assets Equity accounted investment 2 Total Non Current Assets Total Assets Current Liabilities Trade and other payables 3 Total Current Liabilities Total Non Current Liabilities Total Liabilities Net Assets Net Equity Note 1: Cash at bank Cash in View Nickel/JV retention account Cash in operating accounts Subtotal Prospectus funds raised Prospectus costs paid Pro-Forma Cash Balance	Actual Unaudited Consolidated as at 30 April 2011 4,240,059	Pro-Forma Unaudited Consolidated as at 30 April 2011 4,280,059
	4,240,059	4,280,059
	5,517,928	5,517,928
	5,517,928	5,517,928
	9,757,987	9,797,987
	435,128	435,128
	435,128	435,128
	-	-
	435,128	435,128
	9,322,859	9,362,859
	9,322,859	9,362,859
		1,815,188 2,424,871 4,240,059 50,000 (10,000)
		4,280,059

Note 2: Non Current Assets

The value of the 30% interest in the Carnilya Hill Joint Venture with Mincor Resources NL. This represents the equity accounted investment as at 31 Dec 2010 adjusted for the profit or loss, cash calls and net receipts from the joint venture since 1 January 2011.

Note 3: Liabilities

Trade and other payables represent GST payable from JV receipts and other regular creditors.

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5. COMPANY AND PROJECT OVERVIEW

5.1 Background

On 8 February 2008, Mr Andrew Saker and Mr Darren Weaver (Deed Administrators) were appointed as the joint and several administrators to the Company and its subsidiaries (View Group).

At the same time, the Company’s Shares were suspended from trading on the ASX.

The assets of the Company comprised the Company’s interests in View Gold Pty Ltd and View Nickel Pty Ltd.

A Deed of Company Arrangement was subsequently entered into by the Company and the assets of View Gold Pty Ltd were sold (with the proceeds being paid to the secured creditor of the View Group).

The Deed Administrators subsequently called for proposals to recapitalise the Company with a view to seeking reinstatement to trading of its securities on ASX. The Deed Administrators have since accepted a proposal by Brijohn Nominees Pty Ltd for the restructuring and recapitalisation of the Company.

On 20 December 2010, the Company and View Nickel Pty Ltd obtained the approval of their creditors to enter into a varied Deed of Company Arrangement so that all claims of creditors (secured and unsecured) against the Company and View Nickel Pty Ltd will be comprised and released following a cash payment to a creditors' trust.

On 9 February 2011, the recapitalisation of the Company and the effectuation of the Deed of Company Arrangement were completed and control of the Company was passed back to the Board.

5.2 Details of the Company’s Assets

Summary

On completion of the recapitalisation proposal, all of the other assets of the View Group (being the Joint Venture interest, which is described in further detail below) remained with the group. The board of directors of the Company will be seeking to continue the joint venture operations, complete further regional exploration and also consider new resource project opportunities. The Company has applied for a new tenement (ELA 39/1641) in the Eastern Goldfields region of Western Australia.

Joint Venture Interest

The Company (through View Nickel Pty Ltd) has retained a 30% joint venture interest in the Carnilya Hill Joint Venture in Western Australia with Mincor Resources NL (Joint Venture). The tenements covered by the Joint Venture include tenements M26/47, M26/48, M26/49 and M26/453. The Joint Venture has been in production for a number of years and the current mine plan anticipates that it will remain in production until the current resource is depleted (depending on the nickel price and successful mining techniques being implemented).

In the financial year ending 30 June 2010, the profit before tax of the Joint Venture was $18.7 million. The unaudited profit of the Joint Venture from 1 July 2010 to 31 December 2010 was $3.35 million.

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Mincor Resources NL (Mincor) is the operator of the Joint Venture and has advised the Company that the Joint Venture is now in ‘harvest mode’. This means that the majority of mine development has been completed to access the remaining ore reserves and future mining operations will focus on extracting the ore available as a result of this mine development.

From 30 June 2010 to the end of December 2010, approximately 46,000 tonnes of nickel ore at an average grade of 2.8% nickel have been mined from the project. Mining is being carried out at a lower rate than in previous months (approximately 4,000 tonnes a month) to optimise the use of the underground mining fleet.

Historical cash calls for the last 12 months, have been in the range of approximately $300,000 to $500,000 per month.

The ore from the Joint Venture is treated and acquired by BHP Billiton Nickel West Pty Ltd under an ore tolling and concentrate purchase agreement. As at 30 June 2010, the Ore Reserves for the Carnilya Hill Joint Venture (as reported by Mincor Resources NL) were as set out in the table below:

Proved	Proved	Probable	Probable		Total
Tonnes	Ni (%)	Tonnes	Ni (%)	Tonnes	Ni (%)	Total Ni tonnes
74,000	3.5	43,000	3.1	117,000	3.3	3,900

Mincor prepares resource and reserve statements at the end of the financial year (i.e. as at 30 June each year) and therefore the Company is unable to provide a resource and reserve statement current as at the date of this prospectus.

In addition, the Company is unable to make detailed forecasts as to future mine production or cash flows since due to the status of the mine the actual ore production can vary significantly on a monthly basis and cash flows will be dependent on the amount of ore mined as well as the prevailing nickel price and exchange rates.

The Ore Reserves for the Carnilya Hill Joint Venture (as reported by Mincor Resources NL as at 30 June 2010) attributable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Ore Reserves) are as set out in the table below:

Proved	Proved	Probable	Probable		Total
Tonnes	Ni (%)	Tonnes	Ni (%)	Tonnes	Ni (%)	Total Ni tonnes
22,000	3.5	13,000	3.1	35,000	3.3	1,200

As at 30 June 2010, the Mineral Resource for the Carnilya Hill Joint Venture (as reported by Mincor) attritutable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Mineral Resource) is as set out in the table below:

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Measured	Measured	Indicated	Indicated		Total
Tonnes	Ni (%)	Tonnes	Ni (%)	Tonnes	Ni (%)	Total Ni tonnes
21,000	5.0	42,000	3.5	63,000	4.0	2,500

The resources above are inclusive of reserves.

The information in this Prospectus relating to Mineral Resources and Ore Reserves is taken from the Mincor Resources NL 2010 Annual Report.

The information has been reviewed by Mr Colwin Lloyd, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Lloyd is Principal Geologist of Geobase Australia Pty Ltd, consultants to the Company. Mr Lloyd has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that 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. He has consented to the inclusion of the information in this Prospectus in the form and context which it appears based on the information presented by Mincor Resources NL in publicly available documents.

Exploration

There has been limited exploration undertaken by the Joint Venture since June 2010 and it is not known whether future exploration will delineate any further nickel mineralisation. As the operator of the joint venture, Mincor manages the ongoing exploration programmes and will release results from these programmes as they are available. The exploration conducted to date has been inclusive.

Notwithstanding this, the Company anticipates approaching Mincor to complete a comprehensive exploration review of the Joint Venture assets once the mining operations have come to an end.

Other opportunities

In addition to the above, the management team of the Company will actively seek out complementary and non-complementary assets, investments and businesses that have the potential to generate additional shareholder value. These other opportunities might include making investments in resource assets outside of nickel. The Company has been considering a number of opportunities in the coal, iron ore, potash, phosphate and other mineral sectors in recent times. As at the date of this Prospectus, no commercial discussions are at a stage that would warrant any disclosure in this Prospectus.

The Company has applied for tenement E39/1641 in the Eastern Goldfields region of Western Australia. This tenement is located immediately south of the Murrin Murrin operation operated by Minara Resources Ltd and adjacent to the NiWest operation currently under development by GME Resources Ltd. The tenement is believed to have potential for both nickel laterite and nickel sulphide mineralisation. The Company is currently compiling publicly available data relating to this tenement from which it will determine the exploration strategy to be taken once tenure is granted.

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6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General meetings

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 of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the Shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid on all Shares

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according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d)

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e)

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 or the Listing Rules.

(f) Variation of rights

Pursuant to 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.

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

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7. RISK FACTORS

7.1 General

The Shares offered under this Prospectus should be considered speculative.

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which Shares will trade.

A number of material risk factors are set out below. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares.

Risks Specific to the Company

7.2 Reinstatement of the Company’s Shares to Official Quotation

Trading in the Company's Shares has been suspended by the ASX. After the close of this Offer, the Company will apply to the ASX to have its Shares readmitted to Official Quotation.

As set out in Section 3.8 of this Prospectus, the reinstatement of the Company’s Shares to Official Quotation is subject to the Company satisfying each of the conditions imposed by ASX for the reinstatement. Accordingly, the Company cannot guarantee that the ASX will reinstate the trading of the Company's Shares.

7.3 Exploration Risk

The mineral exploration projects the Company has an interest in through the Joint Venture 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 Company’s projects, or any other projects 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.

7.4 Operating Risks

The operations of the Joint Venture may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Joint Venture projects. Until the Company is able to realise value from these projects, it is likely to incur ongoing operating losses.

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7.5 Resource Estimates

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 some 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 Joint Venture’s operations.

7.6 Joint Venture and Contractual Risk

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.

Failure by the Joint Venture to deliver ore in the correct quantity or acceptable specifications, or failure by customers of the Joint Venture to take or pay for ore contracted, could have an adverse affect on the financial performance of the Company.

7.7 Government Factors

The introduction of new legislation or amendments to existing legislation by governments, and the decisions of courts and tribunals, can impact adversely on the assets, operations and, ultimately, the financial performance of the Company.

7.8 Environmental Risks

The operations and proposed activities of the Joint Venture are subject to environmental laws and regulations concerning the environment. As with most exploration projects and mining operations, the Joint Venture’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

7.9 Commodity Price Volatility and Exchange Rate Risks

Any revenue which the Joint Venture, or any other future operations of the Company, derives through the sale of commodities exposes the potential income of the Company to commodity price risk (in particular, the risk of adverse fluctuations in the price of nickel) and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

International prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be reported in Australian currency, which may expose 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.

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7.10 Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. If any of the tenements are not renewed, the Company may suffer damage through the loss of opportunity to discover and develop any mineral resources to which it otherwise would have had a right.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

7.11 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. In the future, the Company is likely to require further financing to develop its projects. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

7.12 Insurance Risks

The Company endeavours to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and, where available, the costs can be prohibitive.

7.13 Transaction Specific Prospectus

Due to the Company previously being in administration, the Company has not lodged all of the periodic reports required by the Corporations Act and the ASX Listing Rules. The last financial report completed by the Company was for the year ended 30 June 2007. The Company is in the process of completing all of its outstanding financial reports and expects this process to be completed in the coming weeks. The lodgement of these outstanding reports is a condition to the Company’s Shares being re-instated to trading on the ASX.

The Company’s failure to provide these periodic reports could result in the ASIC making an order that would prevent the Company issuing a transaction specific prospectus for a 12 month period. If such an order were made before the closing date of this Prospectus, the Company would be unable to proceed with this Prospectus in which case any applications will be dealt with in accordance with the Corporations Act.

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General Risks

7.14 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• (a) general economic outlook;

• (b) interest rates and inflation rates;

• (c) currency fluctuations;

• (d) changes in investor sentiment toward particular market sectors;

• (e) the demand for, and supply of, capital; and

• (f) terrorism or other hostilities.

7.15 Share Market Conditions

There are general risks associated with any investment in the share market. The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

7.16 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company’s future ability to recruit and retain highly qualified management personnel will also be critical to its success.

7.17 Investment Speculative

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 Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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8. ADDITIONAL INFORMATION

8.1 Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

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

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with the ASIC;

• (ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

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• (iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in Section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

The Company notes that it is in the process of completing all outstanding financial reports. Whilst these reports are required to be prepared under the Corporations Act, the Directors do not consider that these reports are relevant to investors in the context of the Company’s current position and operations.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 2007 audited financial statements on 31 October 2007:

Date	Description of Announcement
03/05/2011	Correction to Appendix 3B
22/03/2011	Change of Director`s Interest Notice
22/03/2011	Change of Director`s Interest Notice
22/03/2011	Change of Director`s Interest Notice
22/03/2011	Initial Director`s Interest Notice
22/03/2011	Initial Director`s Interest Notice
22/03/2011	Initial Director`s Interest Notice
28/02/2011	Becoming a substantial holder
28/02/2011	Appendix 3B
14/02/2011	View Nickel Pty Ltd Creditors Trust
11/02/2011	Conditions of DOCAs
11/02/2011	DOCA and Recapitalisation Proposal Complete
04/02/2011	Response to ASX Query
25/01/2011	Results of Meeting
29/12/2010	Constitution
29/12/2010	Notice of General Meeting/Proxy Form
24/12/2010	Notice of General Meeting
22/12/2010	Ceasing to be a substantial holder
13/12/2010	Deed Administrators Report to Creditors

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13/12/2010	Administrators Update
02/06/2010	Administrators Update
12/10/2009	Update to Shareholders
03/07/2009	Update to Shareholders
02/04/2009	Shareholder Update
02/04/2009	NAV: Bronzewing Acquisition Targets Imminent Gold Production
28/08/2008	Circular to Shareholders
14/03/2008	Cessation of Receivers and Managers
12/03/2008	Company Update
04/03/2008	Final Director`s Interest Notice
27/02/2008	Progress Report
20/02/2008	Appointment of Recievers and Managers
15/02/2008	Board Response to ASX Letter
12/02/2008	Carnilya Hill Sale Update
11/02/2008	MCR: Market Update
08/02/2008	Suspension from Official Quotation
08/02/2008	Company Announcement
07/02/2008	Request for Trading Halt
07/02/2008	Trading Halt
06/02/2008	Bronzewing Update
25/01/2008	Quarterly Activities Report
23/01/2008	MCR: Delivers First Nickel Production from Carnilya Hill
14/01/2008	Appendix 3B
11/01/2008	Director Change in Interest
08/01/2008	Results of General Meeting
08/01/2008	View General Meeting Presentation 08 January 2008
08/01/2008	MCR: Mincor to Acquire 100% Interest in Carnilya Hill
08/01/2008	View to Sell its 30% stake in Carnilya Hill for $25 million
07/01/2008	Bronzewing produces 45% more gold in December quarter

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03/01/2008	Notice of Meeting 08 January 2008
29/11/2007	Results of AGM
28/11/2007	Company`s AGM Presentation
27/11/2007	Exploration Success at Bronzewing
16/11/2007	Change in substantial holding from LST
16/11/2007	Early Closure of Offer and Appendix 3B
15/11/2007	View lodges Secondry Sales Prospectus
14/11/2007	Corporate File Open Briefing 14-11-07
13/11/2007	Appendix 3B
09/11/2007	Bronzewing produces 8,830 oz in October
05/11/2007	Company Presentation
05/11/2007	View Resources raises $10.6m
05/11/2007	Reinstatement to Official Quotation
31/10/2007	Suspension from Official Quotation
31/10/2007	Quarterly Activities Report
31/10/2007	Annual Report to shareholders

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

8.2 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or the Offer.

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Directors’ relevant interests in securities of the Company at the date of this Prospectus and remuneration information for the last two financial years is set out below:

Name	Shares	Options	Total Remuneration ($) 2009	Total Remuneration ($) 2010
Bill Oliver	4,000,000	Nil	Nil	Nil
Ranko Matic	3,000,000	Nil	Nil	Nil
Simon MacKinnon	10,000,000	Nil	Nil	Nil

The remuneration of the Directors (exclusive of GST) for the 2010/2011 financial year is set out in the table below:

Name	Total Remuneration ($) 2010/2011
Bill Oliver1	9,500
Ranko Matic2	9,500
Simon MacKinnon	9,500

Note 1: The Company has also paid Billandbry Consulting, an entity related to Mr Oliver, $2,500 plus GST for geological services provided to the Company in the 2010/2011 financial year.

Note 2: The Company has also paid Capital & Corporate Advisors Pty Ltd, an entity related to Mr Matic, $64,400 plus GST for accounting, reconstruction and audit management services provided to the Company in the 2010/2011 financial year.

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. The maximum aggregate remuneration for non-executive Directors has been set at $200,000.

Directors are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

8.3 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, 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 with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

25

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, 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 this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer.

Steinepreis Paganin have acted as solicitors to the Company in respect of this Prospectus. Steinepreis Paganin will be paid approximately $10,000 (excluding GST) for services in relation to this Prospectus.

8.4 Consents

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Mr Colwin Lloyd has given his written consent to the inclusion in this Prospectus of information relating to Mineral Resources and Ore Reserves in the form and context which it appears.

8.5 Litigation

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

8.6 Estimated Expenses of Offer

The total expenses of the issue are estimated to be approximately $15,000 comprising legal costs, printing and other administrative expenses, including ASIC fees.

8.7 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

26

The Company’s Shares were suspended from Official Quotation on 8 February 2008 following the appointment of joint and several voluntary administrators to the Company.

As such, a three month history of the market sale prices of the Company’s shares on ASX is not available.

8.8 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please contact the Company and the Company will send you, for 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.

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9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Dated: 5 May 2011.

_______ Mr Ranko Matic Director Signed for and on behalf of View Resources Limited

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10. DEFINITIONS

$ means Australian dollars.

Applicant means an investor who applies for Shares pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means ASX Limited (ACN 008 624 691).

ASX Listing Rules means the Listing Rules of the ASX.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the date specified in Section 1 (unless extended or closed earlier).

Company means View Resources Limited (ACN 009 162 949).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Offer means the offer of Shares referred to in the “Details of the Offer” section of this Prospectus.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Option means an option to acquire a Share.

Prospectus means this prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time as observed in Perth, Western Australia.

29

APPLICATION FORM

VIEW RESOURCES LIMITED

ACN 009 162 949

I/We hereby offer to subscribe for the number of Shares in View Resources Limited shown below, and agree to be bound by the Constitution of View Resources Limited and the terms and conditions of the Offer. I/We confirm that I/We do not require a disclosure document.

• A. I/We apply for

Shares at $0.005 each.

• B. Total Application Monies of AUD $ are in the form of an attached cheque.

• C. Cheque Details, please attach your cheque to a copy of the application form.

Drawer	Bank	Branch	Cheque Amount
			$

• D. Complete Full Name Details

Applicant	(Name	Account Designation (if applicable)	Account Designation (if applicable)
and ACN)
HIN
Complete Address Details
Number and Street
Suburb or City
State		Country	Postcode

• E. Complete Address Details

F. Complete Telephone Details

Home	Work	Contact Name
( )	( )

30

Appendix 3B New issue announcement

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, 24/10/2005.

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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	10,000,000
	Fully Paid

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? 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 or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	0.5 cents per share
	To be issued as a result of the prospectus lodged with the ASX on the 5thMay 2011.
	Expected to be on or around 20 May 2011.
	Number	+Class
	881,953,670	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	170,000,000 52,500	Exercisable at 1 cent each and expiring on 31 March 2014 Exercisable at $7.80 each and expiring on 1 August 2011
	No dividend policy established as the Company is still in the exploration phase.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval Not Applicable required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)?

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? 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 or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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.

• 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.

• 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.

Sign here: ............................................................ Date: 5 May 2011 (Director/Company secretary)

Print name: Ranko Matic

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7