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Celsius Resources Limited — Interim / Quarterly Report 2010
May 31, 2011
10450_rns_2011-05-31_8094db5b-e253-444b-bfa0-d6045ab2a54c.pdf
Interim / Quarterly Report
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View Resources Limited ABN 95 009 162 949 31 December 2009
DIRECTORS’ REPORT
Your Directors submit the financial report of View Resources Limited and the entities it controlled for the half-year ended 31 December 2009.
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. Peter Stancliffe | Chairperson | 3 February 2006 | 9 September 2009 |
| Mr. Tim Gooch | Managing Director | 26 May 2006 | 9 September 2009 |
| Mr. Jeff Gresham | Non-Executive Director | 20 March 2007 | 11 September 2009 |
| 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 2009 to 31 December 2009. 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
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View Resources Limited ABN 95 009 162 949 31 December 2009
DIRECTORS REPORT CONT’D
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:
-
The Syndicate will pay a total amount of $900,000 to the Deed Administrators as follows:
-
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
-
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;
-
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.
-
The completion of the DOCA Proposal is subject to:
-
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;
-
b. Receiving View Resources‟ creditor approval to the Varied DOCA Proposal; c. Obtaining various shareholder approvals, including but not limited to proposed capital raisings, share consolidations and director appointments;
-
d. Preparation of the View Resources‟ financial accounts by the Deed Administrators;
-
e. Payment of the secured creditors cash consideration of $675,000 within five (5) business days of receiving View Resources shareholder approval;
-
f. View Gold to be removed from the View Resources‟ group structure; and 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:
-
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;
-
View Resources will be released from all creditor claims; and
-
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
-
2 -
View Resources Limited ABN 95 009 162 949 31 December 2009
DIRECTORS REPORT CONT’D
-
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.
Auditor’s Declaration
The lead auditor‟s independence declaration under section 307C of the Corporations Act 2001 is set out on page 4 for the half-year ended 31 December 2009.
This report is signed in accordance with a resolution of the Board of Directors.
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Ranko Matic Non-Executive Chairman
Dated this 24[th] day of May 2011
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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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24[th] May 2011
The Directors View Resources Limited Level 1, 12 Kings Park Road WEST PERTH WA 6005
Dear Sirs,
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF VIEW RESOURCES LIMITED
As lead auditor of View Resources Limited for the half-year ended 31 December 2009, 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 in relation to the review; and
-
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 2009
| Notes Revenue from continuing operations Other Income 3 Mining expenses Administrators expense Employee benefits expense Finance costs Legal and professional fees Share of net profit (loss) in associate Other expenses from ordinary activities Profit/ (Loss) before income tax expense Income tax expense Profit/ (Loss) from continuing operations Profit/ (Loss) from discontinued operations 4 Profit/ (Loss) for the period 2 Total comprehensive income (loss) for the period Total comprehensive Profit/(Loss) attributable to members of the parent entity Earnings/ (Loss) per share for continuing and discontinued operations Basic Earnings/ (Loss) per share Earnings/ (Loss) per share for continuing operations: Basic loss per share from continuing operations Earnings/ (Loss) per share for discontinued operations: Basic loss per share from discontinued operations |
Half-year 31.12.2009 $ 31.12.2008 $ 104,097 88,681 146,782 1,098,253 |
|---|---|
| 250,879 1,186,934 |
|
| - (13,522) (23,284) (386,893) - (57,313) (1,348,866) (1,697,741) (241,695) (535,909) 2,455,016 (590,016) (56,253) (264,426) |
|
| 1,035,797 (2,358,886) - - |
|
| 1,035,797 (2,358,886) 2,782,722 (705,668) |
|
| 3,818,519 (3,064,554) |
|
| 3,818,519 (3,064,554) |
|
| 3,818,519 (3,064,554) |
|
| Cents Cents 0.87 (0.70) 0.24 (0.54) 0.63 (0.16) |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
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View Resources Limited ABN 95 009 162 949
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| AS AT 31 | DECEMBER 2009 | |
|---|---|---|
| 31 December 2009 | 30 June 2009 | |
| ASSETS | $ | $ |
| CURRENT ASSETS | ||
| Cash and cash equivalents | 4,509,435 | 3,242,813 |
| Other financial assets | - | 4,170,800 |
| Non-current assets held for sale | - | 9,548,601 |
| Total current assets | 4,509,435 | 16,962,214 |
| NON-CURRENT ASSETS | ||
| Other financial assets | 36,492 | 36,492 |
| Property, plant and equipment | 20,000 | 20,000 |
| Investments accounted for using the equity method | 7,909,824 | 8,906,605 |
| Total non-current assets | 7,966,316 | 8,963,097 |
| TOTAL ASSETS | 12,475,751 | 25,925,311 |
| LIABILITIES | ||
| CURRENT LIABILITIES | ||
| Trade and other payables | 28,644,331 | 29,475,927 |
| Borrowings | 12,124,549 | 23,768,467 |
| Total current liabilities | 40,768,880 | 53,244,393 |
| NON CURRENT LIABILITIES | ||
| Provisions | 573,400 | 5,365,966 |
| Lease liabilities | 10,860,019 | 10,860,019 |
| Total non-current liabilities | 11,433,419 | 16,225,985 |
| TOTAL LIABILITIES | 52,202,299 | 69,470,378 |
| NET ASSETS | (39,726,548) | (43,545,067) |
| EQUITY | ||
| Issued Capital | 138,078,582 | 138,078,582 |
| Reserves | 3,312,280 | 3,312,280 |
| Accumulated losses | (181,117,410) | (184,935,929) |
| TOTAL EQUITY | (39,726,548) | (43,545,067) |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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View Resources Limited
ABN 95 009 162 949
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
| Note Balance at 1.7.2008 Loss for the period Total comprehensive income for the period Balance at31.12.2008 Balance at 1.7.2009 Profit for the period Total comprehensive income for the period Balance at 31.12.2009 |
Issued Capital $ Accumulated Losses $ Other Reserves $ Total $ 138,078,582 (179,276,790) 3,312,280 (37,885,928) - (3,064,554) - (3,064,554) |
|---|---|
| - (3,064,554) - (3,064,554) |
|
| 138,078,582 (182,341,344) 3,312,280 (40,950,482) |
|
| 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) |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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ABN 95 009 162 949
View Resources Limited
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Net Cash inflow 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 Outflow From Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayment of borrowings Net Cash Inflow From Financing Activities Net Increase/(Decrease) in Cash and cash equivalents Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at the end of thehalf-year |
Half-year 31.12.2009 $ 31.12.2008 $ 328,662 393,957 (2,350,542) (1,158,278) - 236,327 |
|---|---|
| (2,021,880) (527,994) |
|
| 4,251,779 - 8,577,708 - 7,060,976 2,315,110 (3,609,177) (3,732,000) |
|
| 16,281,286 (1,416,890) |
|
| - 2,179,000 (12,992,784) - |
|
| (12,992,784) 2,179,000 |
|
| 1,266,622 234,116 3,242,813 3,663,275 |
|
| 4,509,435 3,897,391 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
NOTE 1: BASIS OF PREPARATION
Limitations on Preparation
Andrew Saker and Darren Weaver from Ferrier Hodgson were appointed as Joint and Several Administrators of View Resources Ltd (“View Resources”) on Friday, 8 February 2008. Furthermore, Andrew Saker and Darren Weaver were also appointed as Joint and Several Administrators to View Resources subsidiaries namely View Gold Pty Ltd (“View Gold”) and View Nickel Pty Ltd (“View Nickel”) on Friday, 8 February 2008.
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.
The current Company Directors were not Directors as at the Reporting Date, nor were they parties involved with the Company. Every reasonable effort has been made by the Directors to ascertain the true position of the Group as at 31 December 2009. 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 financial statements for the half-year.
Due to the limitations noted above this general purpose financial report for the half-year consolidated financial statements could not be prepared in accordance with the full requirements of the Corporations Act 2001 , and Accounting Standard AASB 134: Interim Financial Reporting.
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 2009, together with any public announcements from that date;
-
The interim financial statements of the Group for the year ended 31 December 2008,
-
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 except for the adoption of the following new and revised Accounting Standards and subject to the limitations noted above.
Accounting Standards not Previously Applied
The Group has adopted the following new and revised Australian Accounting Standard issued by the AASB which is mandatory to apply to the current interim period. Disclosures required by this Standard that are deemed material have been included in this financial report on the basis that they represent a significant change in information from that previously made available.
Presentation of Financial Statements
AASB 101 prescribes the contents and structure of the financial statements. Changes reflected in this financial report include:
-
the replacement of Income Statement with Statement of Comprehensive Income. Items of income and expense not recognised in profit or loss are now disclosed as components of „other comprehensive income‟. In this regard, such items are no longer reflected as equity movements in the Statement of Changes in Equity;
-
the adoption of the single statement approach to the presentation of the Statement of Comprehensive Income;
-
other financial statements are renamed in accordance with the Standard; and
-
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2009
Operating Segments
From 1 January 2009, operating segments are identified and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed by, the company‟s chief operating decision maker which, for the company, is the Board of Directors. In this regard, such information is provided using different measures to those used in preparing the Statement of Comprehensive Income and Statement of Financial Position. Reconciliations of such management information to the statutory information contained in the interim financial report have been included.
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
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, 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.
Accordingly the accompanying financial statements have been prepared on a going concern basis.
NOTE 2: OPERATING SEGMENTS
Primary reporting format – business segments
The consolidated entity operates within two reportable business segments, being mineral exploration and extraction, and discontinued operations.
| Total | Discontinued | |||
|---|---|---|---|---|
| 31 December 2009 | Exploration activities |
continuing operations |
Mining operations |
Consolidated |
| $ | $ | $ | $ | |
| Sales to external customers | - | - | - | - |
| Other revenue/ income | 250,879 | 250,879 | 4,923,311 | 5,174,190 |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2009
| Total segment revenue Segment result before income tax Profit before income tax |
250,879 250,879 4,923,311 |
5,174,190 |
|---|---|---|
| 1,035,797 1,035,797 2,782,722 |
3,818,519 | |
| 3,818,519 |
Secondary reporting format – geographical segments
The consolidated entity is presently only exploring and mining in one geographical segment, being Western Australia.
NOTE 2: OPERATING SEGMENTS (Continued)
| 31 December 2008 Sales to external customers Other revenue/ income Total segment revenue Segment result before income tax Loss before income tax |
Exploration activities Total continuing operations Discontinued Mining operations $ $ $ - - 393,957 1,186,934 1,186,934 894,391 |
Consolidated $ 393,957 2,081,325 |
|---|---|---|
| 1,186,934 1,186,934 1,288,348 |
2,475,282 | |
| (2,358,886) (2,358,886) (705,668) |
(3,064,554) | |
| (3,064,554) |
NOTE 3: PROFIT FOR THE HALF YEAR
Profit for the half-year includes the following items that are unusual because of their nature, size or incidence
Profit before income tax includes the following specific income.
| Profit before income tax includes the following specific income. | |
|---|---|
| Note Other Income Other – GST/Accounting adjustments |
Half-year 31.12.2009 $ 31.12.2008 $ 146,782 1,098,253 |
| 146,782 1,098,253 |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2009
NOTE 4: 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.
Financial information of the discontinued operation to the 31 December 2009 is included below.
Financial performance:
The financial performance and cash flow information present are for the half year ended 31 December 2008 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 Profit/ (Loss) 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 |
Consolidated $ $ 31.12.2009 31.12.2008 103,456 423,779 26,961 - (2,140,589) (1,129,447) |
|---|---|
| (2,010,172) (705,668) - - |
|
| (2,010,172) (705,668) |
|
| 4,792,894 - - - |
|
| 4,792,894 - |
|
| 2,782,722 (705,668) |
|
| (1,872,544) (705,668) 12,829,487 - (7,310,000) - |
|
| 3,646,943 (705,668) |
|
| 31.12.2009 30.06.2009 729,679 (477,481) |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2009
| Non current asset held for sale Total assets Trade and other payables Provisions Borrowings Total liabilities Net assets |
- 9,585,092 |
|---|---|
| 729,679 9,107,610 |
|
| (24,790,970) (25,659,057) - (4,792,566) (10,862,445) (18,172,445) |
|
| (35,653,415) (48,624,068) | |
| (34,923,736 (39,516,458) |
NOTE 5: CONTINGENT LIABILITIES
The current directors are not aware of whether there are any changes in contingent liabilities from the 30 June 2009 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:
-
The Syndicate will pay a total amount of $900,000 to the Deed Administrators as follows:
-
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
-
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;
-
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.
-
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE
HALF-YEAR ENDED 31 DECEMBER 2009
NOTE 7: EVENTS SUBSEQUENT TO REPORTING DATE (Continued)
-
The completion of the DOCA Proposal is subject to:
-
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;
-
b. Receiving View Resources‟ creditor approval to the Varied DOCA Proposal;
-
c. Obtaining various shareholder approvals, including but not limited to proposed capital raisings, share consolidations and director appointments;
-
d. Preparation of the View Resources‟ financial accounts by the Deed Administrators;
-
e. Payment of the secured creditors cash consideration of $675,000 within five (5) business days of receiving View Resources shareholder approval;
-
f. View Gold to be removed from the View Resources‟ group structure; and
-
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:
-
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;
-
View Resources will be released from all creditor claims; and
-
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 sometime in due course.
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View Resources Limited ABN 95 009 162 949
DIRECTORS’ DECLARATION
Due to the existence of the limitations on the preparation of the financial report as discussed in note 1, the Directors of the Company are unable to declare that:
-
The financial statements and notes, as set out on pages 5 to 14, are 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 2008 and of the performance for the half-year ended on that date.
-
The financial statements and notes, as set out on pages 5 to 14, comply with Accounting Standard AASB 134: Interim Financial Reporting.
In the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
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_____ Ranko Matic Non-Executive Chairman
Dated this 24[th] day of May 2011
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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 MEMBERS OF VIEW RESOURCES LIMITED
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of View Resources Limited, which comprises the statement of financial position as at 31 December 2009, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the halfyear ended on that date, a statement of accounting policies, other selected explanatory notes and the directors’ declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the half-year 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 and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on conducting the review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of Interim and Other Financial Reports Performed by the Independent Auditor of the Entity. Because of the matter described in the Basis of Disclaimer of Auditor’s Conclusion paragraph. However, we are not able to obtain sufficient appropriate evidence to provide a basis for a review conclusion.
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 would be in the same terms if it had been given to the directors at the time that this auditor’s review report was made.
Basis for Disclaimer of Auditor’s Conclusion
The company and consolidated entity were placed into administration on 8 February 2008. Consequently, the financial information relating to the half-year under review was not subject to the same accounting and internal controls processes, which includes the implementation and maintenance of internal controls that are relevant to the preparation and fair presentation of the financial report. Whilst the books and records of the company and consolidated entity have been reconstructed to the maximum extent possible, we were unable to satisfy ourselves as to the completeness of the general ledger and financial records as well as the relevant disclosures in the financial report.
As stated in Note 1, the Directors are unable to state that the half-year financial report is in accordance with all the requirements of the Corporations Act 2001 and the Australian Accounting Standard AASB 134 Interim Financial Reporting.
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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Disclaimer Conclusion
Because of the significance of the matter described in the Basis for Disclaimer of Conclusion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for a review conclusion. Accordingly, we do not express a conclusion on the half-year financial statements.
BDO Audit (WA) Pty Ltd
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Brad McVeigh Director
Signed in Perth, Western Australia Dated this 24[th] day of May 2011
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