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Celsius Resources Limited — Interim / Quarterly Report 2008
May 31, 2011
10450_rns_2011-05-31_c0eee60c-81ae-4136-b4ba-61d44f17a37a.pdf
Interim / Quarterly Report
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View Resources Limited ABN 95 009 162 949 31 December 2007
DIRECTORS’ REPORT
Your Directors submit the financial report of View Resources Limited and the entities it controlled for the half-year ended 31 December 2007.
Directors
The following persons were directors of View Resources Limited during or since the end of the half-year and up to the date of this report:
| NAME OF PERSON | POSITION | DATE APPOINTED | DATE RESIGNED |
|---|---|---|---|
| Mr. Peter Landau | Non-Executive | 13 June 2003 | 3 September 2007 |
| Mr. Gerrit de Nys | Non-Executive | 3 February 2006 | 30 October 2007 |
| Ms. Jyn Sim Baker | Non-Executive | 25 July 2006 | 30 October 2007 |
| (Alternate to Gerrit de | |||
| Nys up to 9 September | |||
| 2007) | |||
| 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. Mike Ralston | Executive Director | 7 September 2007 | 22 February 2008 |
| 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
Summary of Significant Events during the half yearly period ended 31 December 2007
-
Nickel production under the Carnilya Hill joint venture agreement commenced in the December 2007 quarter.
-
$42M was raised in equity to complete project funding and for working capital purposes.
-
The company incurred significant losses due to reduced gold production.
These Financial Statements cover the period from 1 July 2007 to 31 December 2007. 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.
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View Resources Limited ABN 95 009 162 949 31 December 2007
DIRECTORS REPORT CONT’D
Events Subsequent to Reporting Date
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.
Following a meeting of View Resources’ Committee of Creditors and approval from the Committee on Wednesday, 27 February 2008, the Administrators of View Nickel signed a term sheet with a subsidiary of IMC Resources (Australia) Pty Ltd (“IMC”), Austral-Asia Resources and Infrastructural Investments Pty Ltd to refinance the debts due to IBAL and IBUK and fund future cash calls in relation to the Carnilya Hill Joint Venture.
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 Deed of Company Agreement (“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
-
2 -
View Resources Limited ABN 95 009 162 949 31 December 2007
DIRECTORS REPORT CONT’D
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
-
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.
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View Resources Limited ABN 95 009 162 949 31 December 2007
DIRECTORS REPORT CONT’D
Auditor’s Declaration
The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 5 for the half-year ended 31 December 2007.
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 8[th] day of April 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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8[th] April 2011
View Resources Limited The Directors Level 1, 12 Kings Park Road 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 2007, 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
==> picture [36 x 23] intentionally omitted <==
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.
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View Resources Limited ABN 95 009 162 949
CONSOLIDATED INCOME STATEMENT
FOR THE HALF YEAR ENDED 31 DECEMBER 2007
| Notes Continuing Operations Revenue Other Revenue 3 Revenue Hedging loss Mining expenses Transport costs Administration costs Processing costs Royalties Employee benefits expense Share based payments 3 Depreciation and amortisation expense Occupancy expenses Inventory movement Finance costs Other expenses from ordinary activities Loss from continuing operations before income tax expense Income tax expense Loss from continuing operations after income tax Earnings per share for continuing operations attributable to the ordinary equity holders of the company Basic loss cents per share Dilutive earnings per share are not disclosed where the effect is not dilutive. |
Half-year 2007 $ 2006 $ 34,563,984 - - 1,259,925 |
|---|---|
| 34,563,984 1,259,925 |
|
| (9,210,684) - (13,695,678) (1,110) (460,967) - (23,159,663) - (12,452,072) - (1,281,510) - (6,241,847) (840,450) - (794,929) (3,262,145) (229,787) - (58,215) 674,512 - (779,808) (236,029) (950,120) (931,264) |
|
| (36,255,998) (1,831,859) - - (36,255,998) (1,831,859) |
|
| Cents Cents (9.53) (0.94) |
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 2007
| ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other assets Derivative financial instruments Total current assets NON-CURRENT ASSETS Property, plant and equipment Exploration, evaluation & development expenditure Other assets Total non-current assets TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Total current liabilities NON CURRENT LIABILITIES Provisions Borrowings Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Accumulated losses TOTAL EQUITY |
31 December 2007 $ 30 June 2007 $ 5,100,832 3,096,520 5,563,884 2,352,497 5,449,790 3,915,958 152,858 91,405 - 14,185,106 |
|---|---|
| 16,267,364 23,641,486 |
|
| 25,761,576 19,818,674 40,804,634 24,718,878 111,255 296,255 |
|
| 66,677,465 44,833,807 |
|
| 82,944,829 68,475,293 |
|
| 23,744,473 9,121,211 9,536,950 10,269,246 |
|
| 33,281,423 19,390,457 |
|
| 6,004,788 4,098,414 17,977,283 15,921,795 |
|
| 23,982,071 20,020,209 |
|
| 57,263,494 39,410,666 |
|
| 25,681,335 29,064,627 |
|
| 137,448,580 97,624,944 3,312,279 10,263,209 (115,079,524) (78,823,526) |
|
| 25,681,335 29,064,627 |
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 2007
| Note Balance at 1.7.2006 Loss on Cash flow Hedges Net Income & Expenses for the period recognised directly in equity Profit for the period Total income/expense recognised for the period Cost of share-based payments Contribution of equity, net of transaction costs Exercise of options Equity settled payment for services rendered Balance at31.12.2006 Balance at 1.7.2007 Loss for the period Total income/expense recognised in the period Contribution of equity, net of transaction costs Cash flow hedge closed out Exercise of options Equity settled payment for acquisition of tenement Recapitalisation Balance at 31.12.2007 |
Issued Capital $ Accumulated Losses $ Other Reserves $ Total $ 75,944,682 (57,958,932) 450,230 18,435,980 - - (867,707) (867,707) |
|---|---|
| - - (867,707) (867,707) - (1,831,859) - (1,831,859) |
|
| - (1,831,859) (867,707) (2,699,566) - - 936,874 936,874 21,133,023 - - 21,133,023 350 - - 350 451,344 - - 451,344 |
|
| 97,529,399 (59,790,791) 519,397 38,258,005 |
|
| 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 |
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 2007
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Payments for Hedge premiums 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 Proceeds from sale of property, plant and equipment Net Cash Outflow From Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Transaction costs from issue of shares Repayment of borrowings Net Cash Inflow From Financing Activities Net Increase/(Decrease) in Cash Held Cash and cash equivalents at the Beginning of the Financial Period Cash and cash equivalents at the End of the half-year |
Half-year 2007 $ 2006 $ 31,415,312 6,618 (56,602,000) (1,807,846) - (6,000,000) (1,281,000) - 363,000 166,453 (1,143,000) (72,465) |
|---|---|
| (27,247,688) (7,707,240) |
|
| (4,960,000) (1,744,146) (1,168,000) - - 1,164,763 |
|
| (6,128,000) (579,383) |
|
| 41,040,000 22,060,343 (3,460,000) (531,181) (2,200,000) - |
|
| 35,380,000 21,529,162 |
|
| 2,004,312 13,242,539 3,096,520 2,318,541 |
|
| 5,100,832 15,561,080 |
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 2007
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 2007. 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. Due to the existence of this condition we the directors are unable to comply with the full requirements of the Corporations Act 2001 .
The half-year consolidated financial statements are a general purpose financial report prepared in accordance 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 2007 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 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 9[th] 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 2007
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 2007 Sales to external customers Other revenue/income Total segment revenue Segment result before income tax Profit before income tax 31 December 2007 Segment assets Total assets Segment liabilities Total Liabilities Depreciation and amortisation expense Other non-cash expenses |
Exploration activities Mining operations Total continuing operations $ $ $ - 34,563,984 34,563,984 - - - |
Consolidated $ 34,563,984 - |
|---|---|---|
| - 34,563,984 34,563,984 |
34,563,984 | |
| (3,490,619) (32,765,379) (36,255,998) |
(36,255,998) | |
| 8,368,722 74,576,106 82,944,828 |
(36,255,998) | |
| 82,944,828 | ||
| 13,295,760 43,967,734 57,263,494 |
82,944,828 | |
| 57,263,494 | ||
| 57,263,494 | ||
| 166,087 3,096,058 3,262,145 |
3,262,145 | |
| 904,019 (628,491) 275,528 |
275,528 |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
Secondary reporting format – geographical segments
The consolidated entity is presently only exploring and mining in one geographical segment, being Western Australia.
Primary reporting format – business segments
| 31 December 2006 Sales to external customers Other revenue/income Total segment revenue Segment result before income tax Profit from ordinary activities before income tax 30 June 2007 Segment assets Total assets Segment liabilities Total Liabilities Acquisitions of property, plant and equipment, intangibles and other non- current segment assets Depreciation and amortization expense Other non-cash expenses |
Exploration activities Mining operations $ $ - - 1,259,925 - |
Total continuing operations $ - 1,259,925 |
Consolidated $ - 1,259,925 |
|---|---|---|---|
| 1,259,925 - |
1,259,925 | 1,259,925 | |
| (1,831,859) - |
(1,831,859) | (1,831,859) | |
| 1,124,755 67,350,540 |
68,475,295 | (1,831,859) | |
| 68,475,295 | |||
| 519,098 38,891,568 |
39,410,666 | 68,475,295 | |
| 39,410,666 | |||
| 6,776,707 18,565,022 |
25,341,729 | 39,410,666 | |
| 25,341,729 | |||
| 174,703 1,183,828 |
1,358,531 | 1,358,531 | |
| - 2,749,415 |
2,749,415 | 2,749,415 |
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 2007
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 expenses
| Other Revenue Proceeds of sale of assets Other Expenses Employee benefits expense – share based payments Directors’ fees – shared based payments |
Half-year 2007 $ 2006 $ - 1,141,295 - 118,630 |
|---|---|
| - 1,259,925 |
|
| - 304,974 - 489,955 |
|
| - 794,929 |
NOTE 4: EQUITY SECURITIES ISSUED
| NOTE 4: EQUITY SECURITIES ISSUED | ||||
|---|---|---|---|---|
| Half-year | Half-year | |||
| 2007 | 2006 | 2007 | 2006 | |
| Issues of ordinary shares during the | No. of | No. of | $ | $ |
| half-year | Shares | Shares | ||
| Share placement | 130,000,000 | 122,472,222 | 41,000,000 | 22,045,000 |
| Shares issued for services rendered | 1,625,000 | 2,435,243 | 456,282 | 451,344 |
| Transaction costs | - | - | (2,502,692) | (911,977) |
| Options exercised | 4,700,229 | 1,750 | 870,046 | 350 |
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
NOTE 5: CONTINGENT LIABILITIES
The current directors are not aware of whether there are any changes in contingent liabilities from the 30 June 2007 annual report.
NOTE 6: EVENTS SUBSEQUENT TO REPORTING DATE
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 Resources’ assets and continued to carry on the Group’s business.
Following a meeting of View Resources’ Committee of Creditors and approval from the Committee on Wednesday, 27 February 2008, the Administrators of View Nickel signed a term sheet with a subsidiary of IMC Resources (Australia) Pty Ltd (“IMC”), Austral-Asia Resources and Infrastructural Investments Pty Ltd to refinance the debts due to IBAL and IBUK and fund future cash calls in relation to the Carnilya Hill Joint Venture.
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 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.
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View Resources Limited ABN 95 009 162 949
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
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.
-
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;
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View Resources will be released from all creditor claims; and
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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;
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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
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Issued 50,000,000 new Shares post consolidation at $0.001 each to raise $50,000; and
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Issued 800,000,000 new Shares post consolidation at $0.005 each to raise $4,000,000; and
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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 2007
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 April 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 6 to 16, 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 2007 and of the performance for the half-year ended on that date.
In the directors’ opinion the financial statements and notes, as set out on pages 6 to 16, 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 8[th] day of April 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 2007, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, and other explanatory information, and the directors declaration.
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 disclosing entity’s financial position as at 31 December 2007 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 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 Disclaimer of Conclusion
As a consequence of the inability to access documents from previous advisers, employees, and staff, the directors have been unable to obtain the company’s records and the subsidiaries records for the current period to 31 December 2007. Due to these limitations we were unable to undertake sufficient appropriate procedures to form a conclusion on the company’s balance sheet as at 31 December 2007 and the income statement, statement of changes in equity and the cash flow statement for the half year ended on that date. We have, however, audited the financial report for the preceding financial year ended 30 June 2007 and reviewed the interim financial statements for the half-year ended 31 December 2006 and therefore our disclaimer does not extend to the comparative information as at 30 June 2007 included in the balance sheet and the comparative information for the half-year ended 31 December 2006 included in the income statement.
Disclaimer Conclusion
Because of the significance of the matters described in the basis for disclaimer 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 financial statements for the half-year ended 31 December 2007.
BDO Audit (WA) Pty Ltd
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Brad McVeigh Director
Perth, Western Australia Dated this 8[th] day of April 2011
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