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Celsius Resources Limited — Interim / Quarterly Report 2009
May 31, 2011
10450_rns_2011-05-31_2c37144a-7637-49fd-91dc-10049146558d.pdf
Interim / Quarterly Report
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View Resources Limited ABN 95 009 162 949 31 December 2008
DIRECTORS’ REPORT
Your Directors submit the financial report of View Resources Limited and the entities it controlled for the half-year ended 31 December 2008.
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 | 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 2008 to 31 December 2008. 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
View Gold entered into a binding sale agreement with Navigator (Bronzewing) Pty Ltd (“Navigator”) on 1 April 2009 in relation to the sale and purchase of View Gold’s Bronzewing assets (including all tenements, infrastructure and associated agreements and environmental liabilities attached to the tenements) for an amount of $16.0 million (“Purchase Price”). The Purchase Price was comprised of cash of $9.5 million and the assumption, by Navigator, of the existing environmental liabilities of $4.2 million and additional environmental bond liabilities imposed by the Department of Mines and Petroleum (“DMP”) of $2.3 million in connection with View Gold's tenements. All completion conditions were satisfied on 30 August 2009 and the completion of the sale occurred on 30 September 2009. Total settlement proceeds in the amount of $9.5 million were received and $4.14 million released to View Nickel with respect to the DMP environmental bonds that View Nickel assumed on behalf of View Gold pursuant to the loan agreement.
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View Resources Limited ABN 95 009 162 949 31 December 2008
DIRECTORS REPORT CONT’D
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:
-
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.
-
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View Resources Limited ABN 95 009 162 949 31 December 2008
DIRECTORS REPORT CONT’D
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 during 2011.
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 2008.
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 13[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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13 May 2011
The Directors View Resources Limited Level 1, 12 Kings Park Road WEST PERTH WA 6005
Dear Sirs,
DECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF VIEW RESOURCES LIMITED
As lead auditor of View Resources Limited for the half-year ended 31 December 2008, 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 audit; and
-
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of View Resources Limited and the entities it controlled during the period.
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Chris Burton 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 INCOME STATEMENT
FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
| Notes Revenue from continuing operations Other income 3 Hedging loss Mining expenses Transport costs Administration costs Processing costs Royalties Employee benefits expense Depreciation and amortisation expense Legal and professional expense Inventory movement Finance costs Other expenses from ordinary activities Share of net loss in associate Loss before income tax Income tax expense Loss from continuing operations Loss from discontinued operations 4 Loss for the year attributable to equity holders of View Resources Limited Loss per share for continuing and discontinued operations: Basic loss per share Basic loss per share from discontinued operations Dilutive earnings per share are not disclosed where the effect is not dilutive. |
Half-year 31.12.2008 $ 31.12.2007 $ 88,681 34,563,984 1,098,253 - - (9,210,684) (13,522) (13,695,678) - (460,967) (386,893) (23,159,663) - (12,452,072) - (1,281,510) (57,313) (6,241,847) - (3,262,145) (535,909) - - 674,512 (1,697,741) (779,808) (264,426) (950,120) (590,016) - |
|---|---|
| (2,358,886) (36,255,998) - - |
|
| (2,358,886) (36,255,998 (705,668) - |
|
| (3,064,554) (36,255,998) |
|
| Cents Cents (0.70) (9.53) (0.16) - |
The above consolidated income statement should be read in conjunction with the accompanying notes.
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View Resources Limited ABN 95 009 162 949
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2008
| ASSETS CURRENT ASSETS Cash and cash equivalents Other financial assets Non-current assets held for sale Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method Property, plant and equipment Other financial assets Total non-current assets TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Total current liabilities NON CURRENT LIABILITIES Provisions Lease liabilities Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY |
31 December 2008 $ 30 June 2008 $ 3,897,391 3,663,274 4,170,800 4,170,800 9,548,600 9,548,601 |
|---|---|
| 17,616,791 17,382,675 |
|
| 9,608,176 8,781,303 20,000 20,000 36,492 36,492 |
|
| 9,664,668 8,837,795 |
|
| 27,281,459 26,220,470 |
|
| 29,475,926 29,475,927 22,530,030 - |
|
| 52,005,956 29,475,927 |
|
| 5,365,966 5,365,966 10,860,019 29,264,505 |
|
| 16,225,985 34,630,471 |
|
| 68,231,941 64,106,398 |
|
| (40,950,482) (37,885,928) |
|
| 138,078,582 138,078,582 3,312,280 3,312,280 (182,341,344) (179,276,790) |
|
| (40,950,482) (37,885,928) |
The above consolidated balance sheet 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 2008
| Note Balance at 1.7.2007 Loss for the period Total income/expense recognised for the period Transactions with owners in their capacity as owners Contribution of equity, net of transaction costs Cash flow hedge closed out Exercise of options Equity settled payment for services rendered Recapitalisation Balance at31.12.2007 Balance at 1.7.2008 Loss for the period Total income/expense recognised in the period Transactions with owners in their capacity as owners Contribution of equity, net of transaction costs Cash flow hedge closed out Exercise of options Equity settled payment for acquisition of tenement Balance at 31.12.2008 |
Contributed Equity $ Accumulated Losses $ Reserves $ Total $ 97,624,944 (78,823,526) 10,263,209 29,064,627 - (36,255,998) - (36,255,998) |
|---|---|
| - (36,255,998) - (36,255,998) 38,497,308 - - 38,497,308 (6,921,619) (6,921,619) 870,046 - - 870,046 456,282 - - 456,282 (29,311) (29,311) |
|
| 137,448,580 (115,079,524) 3,312,279 25,681,335 |
|
| 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) |
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 CASH FLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Royalties paid Interest received Interest paid Net Cash inflow From Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration, evaluation and development activities Payment to close out hedges Receipts from associates Contributions to associates Net Cash Outflow From Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Transaction costs from issue of shares Proceeds from borrowings Repayment of borrowings Net Cash Inflow From Financing Activities Net 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 31.12.2008 $ 31.12.2007 $ 393,957 31,415,312 (1,158,278) (56,602,000) |
|---|---|
| (764,321) (25,186,688) - (1,281,000) 236,327 363,000 - (1,143,000) |
|
| (527,994) (27,247,688) |
|
| - (4,960,000) - (1,168,000) 2,315,110 - (3,732,000) - |
|
| (1,416,890) (6,128,000) |
|
| - 41,040,000 - (3,460,000) 2,179,000 - - (2,200,000) |
|
| 2,179,000 35,380,000 |
|
| 234,116 2,004,312 3,663,275 3,096,520 |
|
| 3,897,391 5,100,832 |
The above consolidated cash flow statement 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 2008
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 2008. 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 financial report should be read in conjunction with the annual financial report for the year ended 30 June 2008 which was prepared based on Australian Equivalent to International Financial Reporting Standards (AIFRS) and any public announcements made by View Resources Limited and its controlled entities during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 .
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, subject to the limitations noted above.
Going Concern
The financial statements for the half-year 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 financial statements for the half-year 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,
-
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
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: SEGMENT INFORMATION
Primary reporting format – business segments
The consolidated entity operates within two reportable business segments, being mineral exploration and extraction, and discontinued operations.
| 31 December 2008 Sales to external customers Other revenue/income Total segment revenue Segment result before income tax Loss before income tax 31 December 2007 Sales to external customers Other revenue/income Total segment revenue Segment result before income tax Profit 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) | |
| Exploration activities Mining operations Total continuing operations $ $ $ - 34,563,984 34,563,984 - - - - 34,563,984 34,563,984 (3,490,619) (32,765,379) (36,255,998) |
(3,064,554) | |
| Consolidated $ 34,563,984 - 34,563,984 (36,255,998) (36,255,998) |
Secondary reporting format – geographical segments
The consolidated entity is presently only exploring and mining in one geographical segment, being Western Australia.
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
NOTE 3: LOSS FOR THE HALF YEAR
Loss 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.
| Other Income Other – GST/Accounts reconciliation adjustments |
Half-year 2008 $ 2007 $ 1,098,253 - |
|---|---|
| 1,098,253 - |
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 2008 is included below.
Financial performance:
The financial performance and cash flow information present are for the half year ended 31 December 2008.
| Revenue Expenses Loss before tax Income tax expense Loss after income tax of discontinued operation |
Consolidated $ $ 2008 2007 423,779 - (1,129,447) - |
|---|---|
| (705,668) - - - |
|
| (705,668) - |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
NOTE 4: DISCONTINUED OPERATIONS (continued)
| Loss on sale of the division before income tax Income tax expense Loss on sale of the division after income tax 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 decrease in cash generated by the division Carrying amounts of assets and liabilities Cash and cash equivalents Non current asset held for sale Total assets Trade and other payables Provisions Borrowings Total liabilities Net assets NOTE 5: EQUITY SECURITIES ISSUED Issues of ordinary shares during the half-year Share placement Shares issued for services rendered Transaction costs Options exercised |
Consolidated $ $ 2008 2007 - - - - - - - - (712,532) - - - - - (712,532) - 65,319 - 9,548,600 - 9,613,919 - (25,659,057) - (4,792,566) - (18,172,445) - (48,624,068) - (39,010,149) - Half-year Half-year 2008 2007 2008 2007 No. of Shares No. of Shares $ $ - 130,000,000 - 41,000,000 - 1,625,000 - 456,282 - - - (2,502,692) - 4,700,229 - 870,046 |
|---|---|
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
NOTE 6: CONTINGENT LIABILITIES
The current directors are not aware of whether there are any changes in contingent liabilities from the 30 June 2008 annual report.
NOTE 7: EVENTS SUBSEQUENT TO REPORTING DATE
View Gold entered into a binding sale agreement with Navigator (Bronzewing) Pty Ltd (“Navigator”) on 1 April 2009 in relation to the sale and purchase of View Gold’s Bronzewing assets (including all tenements, infrastructure and associated agreements and environmental liabilities attached to the tenements) for an amount of $16.0 million (“Purchase Price”). The Purchase Price was comprised of cash of $9.5 million and the assumption, by Navigator, of the existing environmental liabilities of $4.2 million and additional environmental bond liabilities imposed by the Department of Mines and Petroleum (“DMP”) of $2.3 million in connection with View Gold's tenements. All completion conditions were satisfied on 30 August 2009 and the completion of the sale occurred on 30 September 2009. Total settlement proceeds in the amount of $9.5 million were received and $4.14 million released to View Nickel with respect to the DMP environmental bonds that View Nickel assumed on behalf of View Gold pursuant to the loan agreement.
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:
-
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.
-
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
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 May/June 2011.
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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 13[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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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 balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash flows statement for the half-year ended on that date, and other explanatory information, and the directors declaration and the entities it controlled during the halfyear end or from time to time during the period.
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 control 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 review 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 .
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 Auditor’s Conclusion paragraph, we have not been able to obtain sufficient appropriate 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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Chris Burton Director
Perth, Western Australia Dated this 13th day of May 2011