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Celsius Resources Limited — Capital/Financing Update 2012
Feb 28, 2012
10450_rns_2012-02-28_bb1b0407-dd5a-452e-9833-031353c1a2ed.pdf
Capital/Financing Update
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29 February 2012 MEDIA RELEASE/ASX ANNOUNCEMENT
VIEW RESOURCES TO PROCEED WITH ACQUISITION OF KYRGYZSTAN COAL PROJECTS
Highlights
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View Resources will proceed with the acquisition of a 90% interest in two Kyrgyzstan coal projects.
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Purchase price for the acquisition has been adjusted pending renewal of works agreement on the Sary-Mogol licence.
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Following completion of the acquisition, field work and exploration program on the Bel-Alma project to commence.
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Prospectus capital raising increased to $1.5 million, on the back of strong investor demand.
1. Acquisition to proceed and Variation to the Heads of Agreement
View Resources Limited ( View or the Company ) wishes to advise that it has now entered into a variation to the Heads of Agreement (as previously agreed in November 2011) with Oshpur Limited ( Oshpur ) and its shareholders ( Oshpur Shareholders ) with the effect that, upon settlement, View shall only be required to advance to Oshpur the balance of the loan outstanding (US$800,000) ( Advance ) and, upon such payment, View will complete the acquisition of Oshpur (and effectively own a 90% interest in the Sary-Mogol and Bel-Alma coal projects located in Kyrgyzstan ( Projects )).
The Advance will be used by Oshpur to finalise a deferred purchase price payment for the acquisition of Asia Pacific Resources Limited ( APR ) (which in turn holds a 90% interest in the Projects).
The following consideration which was previously going to be paid by View to the Oshpur Shareholders at settlement, being:
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(a) a cash payment of US$400,000 ( Cash Consideration );
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(b) the issue of 100,000,000 fully paid ordinary shares in the capital of View ( Initial Shares ); and
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(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 ),
will now only be paid by View to the Oshpur Shareholders provided the State Agency for Geology and Mineral Resources grants an extension or renewal of
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the development agreement (on terms satisfactory to View) relating to the SaryMogol licence on or before 30 April 2012 (or such later date as agreed by View) ( Renewal ).
If the Renewal is not obtained, then View will be released from its obligations to pay the Cash Consideration and allot and issue the Initial Shares and the Performance Shares to the Oshpur Shareholders.
In the Kyrgyz Republic, after the successful completion of the presidential elections, the inauguration of a new parliament and the recent reform of a number of Ministries; the Kyrgyz Ministry of Natural Resources has been restructured as the State Agency for Geology and Mineral Resources.
The State Agency for Geology and Natural Mineral Resources has now been formed and will be in charge of licensing and compliance, and the Ministry for Economy and Investment will be in charge of policy control and regulatory reform for the Kyrgyz mining industry. A new director and minister for the Agency and Ministry respectively have also recently been appointed.
Due to the restructure of the Ministry of Natural Resources into the State Agency, there has been a delay in consideration of all licence renewals in the Kyrgyz Republic. As such, the development agreement in relation to the Sary-Mogol licence that due for renewal on or before 31 January 2012 is yet to be formally extended.
APR (the owner of the Sary-Mogol licence) has applied to the State Agency for renewal of the licence and expects the renewal to be granted in the near future.
2.
Bel-Alma Project
During the past few weeks, the Company has been working with its local partners on the proposed work program for the Bel-Alma project.
The exploration agreement for the Bel-Alma project has already been renewed and exploration works can commence as soon as weather permits, anticipated to be April.
The initial program for the Bel-Alma project will involve completion of a geological road to site, surface mapping/sampling and drilling program, with a view to defining a JORC resource this year.
3.
Prospectus raising to be increased
In response to investor demand, the Company has decided to increase the raising under its prospectus from $1 million to $1.5 million.
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4. Timetable
An indicative timetable for completion of the coal acquisition and the capital raising is set out below:
| Event | Date |
|---|---|
| Lodge Prospectus with ASIC | 29 February 2012 |
| Offer under Prospectus opens | 29 February 2012 |
| Coal acquisition completes | 2 March 2012 |
| Offer under Prospectus closes | 13 March 2012 |
AUTHORISED BY:
Ranko Matic Director & Company Secretary