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Celsius Resources Limited Interim / Quarterly Report 2011

Jun 6, 2011

10450_rns_2011-06-06_21ced539-2f49-4401-83d6-2c70adad240f.pdf

Interim / Quarterly Report

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View Resources Limited ABN 95 009 162 949 31 DECEMBER 2010

DIRECTORS’ REPORT

Your Directors submit the financial report of View Resources Limited and the entities it controlled at the end of, or during the half-year ended 31 December 2010.

Directors

The following persons were directors of View Resources Limited during or since the end of the halfyear and up to the date of this report:

NAME OF PERSON POSITION DATE APPOINTED DATE RESIGNED
Mr. William Oliver Non-Executive Director 23 December 2010 -
Mr. Ranko Matic Non-Executive Chairman 23 December 2010 -
Mr. Simon Mackinnon Non-Executive Director 7 January 2011 -

Review of Operations

These Financial Statements cover the period from 1 July 2010 to 31 December 2010. The Company had been under voluntary administration from 8[th] February 2008 to the 9[th] February 2011 during which time it had entered into a Deed of Company Arrangement and Reconstruction Deed which provides for existing debts as at the time of appointment of the Administrators to be extinguished and facilitates the Company being recapitalised and reinstated to quotation on the Australian Securities Exchange (ASX). These Financial Statements report results and the financial position that are not representative of the position of the Company following completion of the recapitalisation and should not be used as the basis for any decision about the Company or its prospects.

Immediately following the appointment, the administrators took control of the Group’s assets including View Resource’s assets and continued to carry on the Group’s business.

Throughout the administration, the Administrators have been in discussions with a number of parties regarding the possible restructure and recapitalisation of the Group including View Resources’ major shareholder, IMC.

Events Subsequent to Reporting Date

Throughout the administration, the Administrators have been in discussions with a number of parties regarding the possible restructure and recapitalisation of the Group including View Resources’ major shareholder, IMC.

Following the second adjourned meeting of creditors held on 25 July 2008 whereby creditors accepted a Deed of Company Arrangement (“DOCA”) proposal presented by Austral-Asia Resources and Infrastructural Investments Pty Ltd (“AARII”), View Resources entered into a DOCA on 15 August 2008. As certain conditions under the DOCA had not been satisfied, a third meeting of creditors was held on 12 January 2010 whereby creditors accepted the Varied DOCA proposal presented by AARII. The terms of the this DOCA provided that the effectuation of the View Resources DOCA is subject to the conditions of the View Nickel DOCA being effectuated and fund monies being distributed by 20 December 2010; and under the terms of the View Nickel DOCA, the Deed Administrators must realise View Nickel's 30% interest in the Carnilya Hill Joint Venture by 20 December 2010. The Deed Administrators were not in a position to realise View Nickel’s interest in the CHJV and distribute the proceeds by 20 December 2010.

Following a marketing and sale campaign, the Administrators received a Varied DOCA proposal by Brijohn Nominees Pty Ltd (the Syndicate) which was capable of being accepted by creditors.

The major terms of the Syndicate’s Varied DOCA Proposal (the DOCA Proposal) are as follows:

  • 1 -

View Resources Limited ABN 95 009 162 949 31 December 2010

DIRECTORS REPORT CONT’D

  1. The Syndicate will pay a total amount of $900,000 to the Deed Administrators as follows:

  2. i. $675,000 to the Deed Administrators in consideration for View Resources’ shareholding in View Nickel, the View Resources loan to View Nickel and the debt owed to View Resources by View Gold, all the subject of View Nickel’s charge over View Resources. This amount will be paid to the secured creditor given its existing outstanding debt; and

  3. ii. $225,000 to the Deed Administrators to be distributed to the View Resources’ Creditors’ Trust in full and final satisfaction of View Resources’ unsecured creditor claims;

  4. Payment of $1,225,000 to the VNI Trustees of which $1,200,000 is to be paid to AARII in consideration of the AARII Debt.

  5. The completion of the DOCA Proposal is subject to:

  6. a. Prior to 31 January 2011, the ASX not revoking its stance that View Resources does not need to re-comply with chapters 1 & 2 of the ASX Listing Rules;

  7. b. Receiving View Resources’ creditor approval to the Varied DOCA Proposal;

  8. c. Obtaining various shareholder approvals, including but not limited to proposed capital raisings, share consolidations and director appointments;

  9. d. Preparation of the View Resources’ financial accounts by the Deed Administrators;

  10. e. Payment of the secured creditors cash consideration of $675,000 within five (5) business days of receiving View Resources shareholder approval;

  11. f. View Gold to be removed from the View Resources’ group structure; and

  12. g. The Deed Administrators obtaining varied (or new) section 477A orders.

At completion, the DOCA Proposal will terminate as a result of being wholly effectuated, and:

  1. View Resources unsecured creditor claims will be extinguished against View Resources and each unsecured creditor will have a claim against the Creditors Trust Fund for the same amount of any claim they would have had against View Resources;

  2. View Resources will be released from all creditor claims; and

  3. The View Resources Creditors Trust Fund will be distributed in accordance with the terms of the Creditors Trust Deed which applies the same statutory priorities as a liquidation scenario.

On the 9th February 2011 the Varied DOCA as described above was effectuated and the recapitalisation proposal for the company completed. Control of View Resources Limited and View Nickel Pty Ltd was handed over to the new and current directors.

As a result of the above the Company has extinguished all liabilities associated with the previous administration of the Group and has undertaken the following transactions as part of the DOCA effectuation;

  • Consolidation of the existing fully paid ordinary shares (Shares) on a one (1) for twenty (20) basis together with the consolidation of its existing options in the same ratio as the existing Shares; and

  • Issued 50,000,000 new Shares post consolidation at $0.001 each to raise $50,000; and

  • Issued 800,000,000 new Shares post consolidation at $0.005 each to raise $4,000,000; and

  • Issue 170,000,000 new options exercisable at $0.01 each and expiring 31 March 2014.

  • 2 -

View Resources Limited ABN 95 009 162 949 31 December 2010

DIRECTORS REPORT CONT’D

In raisin g this capita l , the Comp a ny has the n made a pa y ment of $2,125,000 to t he Creditor’ s Trust to effectua t e the DOC A with the Administrators.

Subject t o the satisf a ction of all outstanding legal and ASX require m ents the co m pany is expected to relist on the ASX in d ue course.

Auditor’s Declaration

The lea d auditor’s in d ependence declaration under secti o n 307C of t h e Corporati o ns Act 200 1 is set out on p a ge 4 for th e half-year e n ded 31 De c ember 2010.

This rep o rt is signed in accordan c e with a re s olution of the Board of D irectors.

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__ _ _ _ ______ Ranko M atic Non-Ex e cutive Chai r man

Dated this 7[th] day of June 2011

  • 3 -

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

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7[th] June 2011

The Board of Directors View Resources Ltd Level 1, 12 Kings Park Road PERTH WA 6000

Dear Sirs,

DECLARATION OF INDEPENDENCE BY BRAD MCVIEGH TO THE DIRECTORS OF VIEW RESOURCES LIMITED

As lead auditor for the review of View Resources Limited for the half-year ended 31 December 2010, I declare that to the best of my knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

  • no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of View Resources Limited and the entities it controlled during the period.

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Brad McVeigh Director

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BDO Audit (WA) Pty Ltd Perth, Western Australia

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

View Resources Limited

ABN 95 009 162 949

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

Notes
Continuing Operations
Revenue from continuing operations
Other Income
Administration costs
Finance costs
Legal and professional fees
Share of net profit (loss) in associate
Other expenses from ordinary activities
Profit before income tax expense
Income tax expense
Profit from continuing operations
(Loss) / Profit from discontinued operations
3
Profit for the period
Total comprehensive income for the period
Total comprehensive income attributable to members of View
Resources Limited
Earnings/ (Loss) per share for continuing and discontinued
operations
Basic (Loss)/ Earning per share
Earnings per share for continuing operations:
Basic Earnings per share from continuing operations
Earnings/ (Loss) per share for discontinued operations:
Basic (Loss)/ Earnings per share from discontinued operations
Half-year
2010
$
2009
$
65,977
104,097
-
146,782
65,977
250,879
(110,108)
(23,284)
(727,580)
(1,348,866)
(52,178)
(241,695)
1,005,213
2,455,016
(24,583)
(56,253)
156,741
1,035,797
-
-
156,741
1,035,797
(138,944)
2,782,722
17,797
3,818,519
17,797
3,818,519
17,797
3,818,519
Cents
Cents
0.01
0.87
0.04
0.24
(0.03)
0.63

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

  • 5 -

View Resources Limited ABN 95 009 162 949

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2010

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Investments accounted for using the equity method
Total non-current assets
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Funds held in trust
Borrowings
Total current liabilities
NON CURRENT LIABILITIES
Borrowings
Total non-current liabilities
TOTAL LIABILITIES
NET (DEFICIT)/ ASSETS
EQUITY
Issued Capital
4
Reserves
Accumulated losses
TOTAL EQUITY
31 December 2010
$
30 June 2010
$
7,040,371
9,508,314
7,040,371
9,508,314
20,000
20,000
4,478,343
5,200,424
4,498,343
5,220,424
11,538,714
14,728,738
28,573,045
29,076,820
1,071,480
-
7,693,080
11,468,606
37,337,605
40,545,426
10,862,445
10,862,445
10,862,445
10,862,445
48,200,050
51,407,871
(36,661,336)
(36,679,133)
138,078,582
138,078,582
3,312,280
3,312,280
(178,052,198)
(178,069,995)
(36,661,336)
(36,679,133)

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

  • 6 -

View Resources Limited

ABN 95 009 162 949

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

Note
Balance at 1.7.2009
Profit for the period
Total comprehensive income for
the period
Balance at 31.12.2009
Balance at 1.7.2010
Profit for the period
Total comprehensive income for
the period
Balance at 31.12.2010
Issued
Capital
$
Accumulated
Losses
$
Other
Reserves
$
Total
$
138,078,582
(184,935,929)
3,312,280
(43,545,067)
-
3,818,519
-
3,818,519
-
3,818,519
-
3,818,519
138,078,582
(181,117,410)
3,312,280
(39,726,548)
138,078,582
(178,069,995)
3,312,280
(36,679,133)
-
17,797
-
17,797
-
17,797
-
17,797
138,078,582
(178,052,198)
3,312,280
(36,661,336)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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View Resources Limited

ABN 95 009 162 949

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Net Cash (Outflow) From Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from refund of environmental bonds
Proceeds from sale of property, plant and equipment
Receipts from associates
Contribution to associates
Net Cash Inflow From Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Proceeds from share issue held in trust
Net Cash Outflow From Financing Activities
Net (Decrease)/Increase in Cash and cash equivalents
Cash and cash equivalents at the beginning of the half-year
Cash and cash equivalents at the end of the half-year
Half-year
2010
$
2009
$
-
328,662
(842,400)
(2,350,542)
74,755
-
(766,718)
(2,021,880)
-
4,251,779
-
8,577,708
4,854,020
7,060,976
(3,126,725)
(3,609,177)
1,727,294
16,281,286
(4,500,000)
(12,992,784)
1,071,480
-
(3,428,520)
(12,992,784)
(2,467,943)
1,266,622
9,508,314
3,242,813
7,040,371
4,509,435

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

  • 8 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

NOTE 1: BASIS OF PREPARATION

Basis of Preparation

These general purpose financial statements for the interim half-year reporting period ended 31 December 2010 have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

This interim financial report is intended to provide users with an update on the latest annual financial statements of View Resources Limited and its controlled entities (the Group). As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in conjunction with:

  • The annual financial statements of the Group for the year ended 30 June 2010, together with any public announcements from that date;

  • The interim financial statements of the Group for the half year ended 31 December 2009,

  • The Notice of Meeting released to shareholders on 24 December 2010.

The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.

Comparative figures

On 8 February 2008 the Company appointed an Administrator. The Administrator’s appointment was to View Resources Limited. The Administrators were appointed after the due date for the preparation of the historical accounts.

Every effort has been made by the Directors to ascertain the true position of View Resources Limited and its controlled entities (“the Group”) as at 31 December 2009 and 30 June 2010. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on the accounts and therefore the comparatives have been disclaimed by the Directors.

Going Concern

The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Directors believe it is appropriate to prepare these accounts on a going concern basis because under the DOCA effectuated on the 9th February 2011 the Company has extinguished all liabilities associated with the previous administration of the Company and has undertaken the following transactions;

  • Consolidation of the existing fully paid ordinary shares (Shares) on a one (1) for twenty (20) basis together with the consolidation of its existing options in the same ratio as the existing Shares; and

  • Issued 50,000,000 new Shares post consolidation at $0.001 each to raise $50,000; and

  • Issued 800,000,000 new Shares post consolidation at $0.005 each to raise $4,000,000; and

  • Issue 170,000,000 new options exercisable at $0.01 each and expiring 31 March 2014

  • 9 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

In raising this capital, the Company has then made a final payment of $2,125,000 to the Creditor’s Trust to effectuate the DOCA with the Administrators, thereby allowing them to resign as Administrators of the Company and allowing the Company to relist on the ASX.

Upon satisfaction of all conditions associated with the reinstatement of the shares on the ASX, the Company’s securities will be reinstated on the ASX in due course.

Accordingly the accompanying financial statements have been prepared on a going concern basis.

NOTE 2: OPERATING SEGMENTS

The consolidated entity operates within two reportable business segments, being mineral exploration and extraction and discontinued operations in Western Australia.

Half Year Ended
31 December 2010
Sales to external customers
Other revenue/income
Total segment revenue
Segment result before income tax
Loss before income tax
As At
31 December 2010
Segment assets
Total assets
Segment liabilities
Total Liabilities
Exploration
activities
Total
continuing
operations
Discontinued
Mining
Operations
$ $ $ -
-
-
65,977
65,977
9,705
Consolidated
$ -
75,682
65,977
65,977
9,705
75,682
156,741
156,741
(138,944)
17,797
10,906,921
10,906,921
631,793
17,797
11,538,714
12,498,403
12,498,403
35,701,647
11,538,714
48,200,050
48,200,050
  • 10 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE

HALF-YEAR ENDED 31 DECEMBER 2010

NOTE 2: OPERATING SEGMENTS (continued)

Half Year Ended
31 December 2009
Sales to external customers
Other revenue/income
Total segment revenue
Segment result before income tax
Profit before income tax
As At
30 June 2010
Segment assets
Total assets
Segment liabilities
Total Liabilities
Exploration
activities
Total
continuing
operations
Discontinued
Mining
Operations
$ $ $ -
-
-
250,879
250,879
4,923,311
Consolidated
$ -
5,174,190
250,879
250,879
4,923,311
5,174,190
1,035,797
1,035,797
2,782,722
3,818,519
13,827,168
13,827,168
901,570
3,818,519
14,728,738
(15,575,392)
(15,575,392)
(35,832,479)
14,728,738
(51,407,871)
(51,407,871)

NOTE 3: DISCONTINUED OPERATIONS

During March 2008 the administrators of View Resources Limited announced their intention to sell the Bronzewing asset and initiated an active program to locate a buyer and complete the sale. On 01 April 2009, the consolidated group entered into a sale agreement this sale was completed in September 2009 when all conditions precedent were met. For the half year ending 31 December 2008 the disposal of the asset has triggered the discontinuing of its operations in the Mining business segment. The discontinued operation consists of all the operations of View Gold Pty Ltd.

Financial information of the discontinued operation, comprising View Gold Pty Ltd to the 31 December 2010 is included below.

  • 11 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

Financial performance:

The financial performance and cash flow information present are for the half year ended 31 December 2010 and 31 December 2009.

Revenue
Other Income
Expenses
Profit/ (Loss) before tax
Income tax expense
Profit/
(Loss)
after
income
tax
of
discontinued operation
Profit on sale of the divisions assets before
income tax
Income tax expense
Profit on sale of the divisions assets after
income tax
(Loss)/ Profit from discontinued operation
Cash flow Information
Net cash outflow from operating activities
Net cash inflow from investing activities
Net cash outflow from financing activities
Net increase/ (decrease) in cash generated
by the division
Carrying amounts of assets and liabilities
Cash and cash equivalents
Total assets
Trade and other payables
Borrowings
Total liabilities
Net assets
Consolidated
$
$
31 Dec 2010
31 Dec 2009
9,705
103,456
-
26,961
(148,649)
(2,140,589)
(138,944)
(2,010,172)
-
-
(138,944)
(2,010,172)
-
4,792,894
-
-
-
4,792,894
(138,944)
2,782,722
(138,944)
(1,872,544)
-
12,829,487
-
(7,310,000)
(138,944)
3,646,943
631,793
729,679
631,793
729,679
(24,839,202)
(24,790,970)
(10,862,445)
(10,862,445)
(35,701,647)
(35,653,415)
(35,069,854)
(34,923,736)
  • 12 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

NOTE 4: ISSUED CAPITAL

439,055,266 (2009: 439,055,266) Ordinary shares – Fully paid 2010
2009
$
$
138,078,582
138,078,582
138,078,582
138,078,582

There have been no movements in ordinary share capital during the period.

NOTE 5: CONTINGENT LIABILITIES

The current directors are not aware of whether there are any changes in contingent liabilities from the 30 June 2010 annual report.

NOTE 6: EVENTS SUBSEQUENT TO REPORTING DATE

Throughout the administration, the Administrators have been in discussions with a number of parties regarding the possible restructure and recapitalisation of the Group including View Resources’ major shareholder, IMC.

Following the second adjourned meeting of creditors held on 25 July 2008 whereby creditors accepted a DOCA proposal presented by Austral-Asia Resources and Infrastructural Investments Pty Ltd (“AARII”), View Resources entered into a DOCA on 15 August 2008. As certain conditions under the DOCA had not been satisfied, a third meeting of creditors was held on 12 January 2010 whereby creditors accepted the Varied DOCA proposal presented by AARII. The terms of the this DOCA provided that the effectuation of the View Resources DOCA is subject to the conditions of the View Nickel DOCA being effectuated and fund monies being distributed by 20 December 2010; and under the terms of the View Nickel DOCA, the Deed Administrators must realise View Nickel's 30% interest in the Carnilya Hill Joint Venture by 20 December 2010. The Deed Administrators were not in a position to realise View Nickel’s interest in the CHJV and distribute the proceeds by 20 December 2010.

Following a marketing and sale campaign, the Administrators received a Varied DOCA proposal by Brijohn Nominees Pty Ltd (the Syndicate) which was capable of being accepted by creditors.

The major terms of the Syndicate’s Varied DOCA Proposal (the DOCA Proposal) are as follows:

  1. The Syndicate will pay a total amount of $900,000 to the Deed Administrators as follows:

  2. iii. $675,000 to the Deed Administrators in consideration for View Resources’ shareholding in View Nickel, the View Resources loan to View Nickel and the debt owed to View Resources by View Gold, all the subject of View Nickel’s charge over View Resources. This amount will be paid to the secured creditor given its existing outstanding debt; and

  3. iv. $225,000 to the Deed Administrators to be distributed to the View Resources’ Creditors’ Trust in full and final satisfaction of View Resources’ unsecured creditor claims;

  4. 13 -

View Resources Limited ABN 95 009 162 949

NOTES TO THE FINANCIAL STATEMENTS FOR THE

HALF-YEAR ENDED 31 DECEMBER 2010

  1. Payment of $1,225,000 to the VNI Trustees of which $1,200,000 is to be paid to AARII in consideration of the AARII Debt.

  2. The completion of the DOCA Proposal is subject to:

  3. a. Prior to 31 January 2011, the ASX not revoking its stance that View Resources does not need to re-comply with chapters 1 & 2 of the ASX Listing Rules;

  4. b. Receiving View Resources’ creditor approval to the Varied DOCA Proposal;

  5. c. Obtaining various shareholder approvals, including but not limited to proposed capital raisings, share consolidations and director appointments;

  6. d. Preparation of the View Resources’ financial accounts by the Deed Administrators;

  7. e. Payment of the secured creditors cash consideration of $675,000 within five (5) business days of receiving View Resources shareholder approval;

  8. f. View Gold to be removed from the View Resources’ group structure; and

  9. g. The Deed Administrators obtaining varied (or new) section 477A orders.

At completion, the DOCA Proposal will terminate as a result of being wholly effectuated, and:

  1. View Resources unsecured creditor claims will be extinguished against View Resources and each unsecured creditor will have a claim against the Creditors Trust Fund for the same amount of any claim they would have had against View Resources;

  2. View Resources will be released from all creditor claims; and

  3. The View Resources Creditors Trust Fund will be distributed in accordance with the terms of the Creditors Trust Deed which applies the same statutory priorities as a liquidation scenario.

On the 9th February 2011 the Varied DOCA as described above was effectuated and the recapitalisation proposal for the company completed. Control of View Resources Limited and View Nickel Pty Ltd was handed over to the new and current directors.

As a result of the above the Company has extinguished all liabilities associated with the previous administration of the Group and has undertaken the following transactions as part of the DOCA effectuation;

  • Consolidation of the existing fully paid ordinary shares (Shares) on a one (1) for twenty (20) basis together with the consolidation of its existing options in the same ratio as the existing Shares; and

  • Issued 50,000,000 new Shares post consolidation at $0.001 each to raise $50,000; and

  • Issued 800,000,000 new Shares post consolidation at $0.005 each to raise $4,000,000; and

  • Issue 170,000,000 new options exercisable at $0.01 each and expiring 31 March 2014.

In raising this capital, the Company has then made a payment of $2,125,000 to the Creditor’s Trust to effectuate the DOCA with the Administrators.

Subject to the satisfaction of all outstanding legal and ASX requirements the company is expected to relist on the ASX in due course.

  • 14 -

View Resources Limited ABN 95 009 162 949

DIRECTORS’ DECLARATION

The dire c tors of the c ompany de c lare that:

  1. Th e financial s t atements a n d notes, a s set out o n pages 5 t o 14, are in accordanc e with the Corporations A c t 2001, incl u ding:

  2. a. compl y ing with Accounting Sta n dard AASB 134: Interim Financial R e porting; an d

  3. b. giving a true and fair view o f the cons o lidated entity’s financi a l position as at 31 December 2010 and of its perf o rmance for t he half-year ended on t h at date.

  4. In t h e directors' opinion the r e are reaso n able groun d s to believ e that the C o mpany will b e able to pay its debts as and when t h ey become due and pa y able.

The co m parative fin a ncial information and di s closure has been disclaimed by the Board of Directors.

This dec l aration is m a de in accordance with a resolution o f the Board of Directors .

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__ _ _ _ ______ Ranko M atic Non-Ex e cutive Chai r man

Dated this 7[th] day of June 2011

  • 15 -

Tel: +8 6382 4600 38 Station Street Fax: +8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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QUALIFIED INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBER OF VIEW RESOURCES LIMITED

We have reviewed the accompanying half-year financial report of View Resources Limited, which comprises the statement of financial position as at 31 December 2010, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the halfyear ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the disclosing entity are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of View Resources Ltd Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of View Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

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Basis for Qualified Conclusion

The half-year financial report which comprises the statement of financial position, statement of comprehensive income, statement of changes in equity, statement of cash flows, description of accounting policies and other selected explanatory notes for the preceding corresponding periods have been disclaimed. Accordingly, we are not in a position to and do not express any assurance in respect of the comparative information for the year ended 30 June 2010 and the half-year ended 31 December 2009, or on current year period results or cashflows as a result of any adjustments that would have been made on prior period amounts.

Included in View Resources Limited’s statement of financial position as at 31 December 2010 is an investment of 30% in the associate Carnilya Hill Joint Venture which is accounted for under the equity method and is carried at $4,478,343. View Resources Limited’s share of the Carnilya Hill Joint Venture’s net income of $1,005,213 is included in View Resources Limited’s statement of comprehensive income for the year then ended. We were unable to obtain sufficient appropriate audit evidence to verify the accuracy of View Resources Limited’s share of Carnilya Hill Joint Venture’s net income for the year because the accounts of the JV are not audited to a materiality level applicable to View Resources Limited. Consequently, we were unable to determine whether any adjustments to these amounts were necessary. Given this limitation of scope we cannot, and do not express an opinion on the results of the associate included in the statement of comprehensive income for the half-year ended 31 December 2010, or any consequential impact it may have on the carrying value of the investment.

The half-year financial report discloses liabilities of trade and other payables of $28,573,045 and combined current and non-current borrowings of $18,555,525. The liabilities are subject to a resolution by the administrator Ferrier Hodgson. Due to this we are unable to confirm the completeness and existence of the liabilities and any impact this may have on the profit or loss of View Resources Limited for the half-year ended 31 December 2010.

Qualified Conclusion

Except for the adjustments to the half-year financial report that we might have become aware of had it not been for the situations described above, based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of View Resources Limited is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the disclosing entity’s financial position as at 31 December 2010 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

BDO Audit WA Pty Ltd

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Brad McVeigh Director

Perth, Western Australia Dated this 7[th] day of June 2011