Celsius Resources Limited — Proxy Solicitation & Information Statement 2004

Jun 24, 2004

25 June 2004

Company Announcements Office Australian Stock Exchange Ltd 20 Bond Street SYDNEY NSW 2000

RESOURCES

By e-lodgement

NOTICE OF MEETING

Please find attached the Notice of Meeting currently being despatched to shareholders.

Yours faithfully

PETER LANDAU Director View Resources Limited

VIEW RESOURCES LIMITED ABN 95 009 162 949

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

For the General Meeting to be held on 27 July 2004 at 2.00pm (WST) at London House 216 St George's Terrace, Perth Western Australia

CONTENTS PAGE

	PAGE
Notice of General Meeting (setting out the proposed resolutions)	З
Explanatory Memorandum (explaining the resolutions)	6
Proxy form	Attached

IMPORTANT INFORMATION This is an important document that should be read in its entirety.
If you are unable to attend the General Meeting, please complete the form of proxy enclosed and return it in accordance with the
instructions set out on th

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of shareholders of View Resources Limited will be held at:

London House 216 St George's Terrace Perth, Western Australia

Commencing at 2.00pm (Perth Time) on 27 July 2004

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 2.00pm.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9322 7602; or $\bullet$
• deliver to the registered office of the Company at 945 Wellington Street, West Perth, Western Australia 6005, or
• post to the Company at PO Box 1263, West Perth, Western Australia, 6872.

so that it is received no later than 2.00pm (Perth time) on 25 July 2004.

YOUR PROXY FORM IS ENCLOSED.

VIEW RESOURCES LIMITED ABN 95 009 162 949

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of View Resources Limited (the "Company") will be held at London House, 216 St George's Terrace, Perth, Western Australia, at 2.00pm (Perth Time) on 27 July 2004.

AGENDA

BUSINESS

The Explanatory Memorandum, which accompanies and forms part of this Notice, describes in more detail the resolutions to be considered at the Meeting. The Explanatory Memorandum is an important document and should be read carefully in full by all shareholders.

SPECIAL BUSINESS

Resolution 1 - Ratification of Issue of Shares

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 20,000,000 fully paid ordinary shares in the capital of the Company at 6 cents per Share to the parties listed in the Explanatory Memorandum accompanying this Notice of General Meeting and otherwise on the basis set out in the Explanatory Memorandum, is ratified and approved.^"

Voting Exclusion: View will disregard any votes cast on this resolution by the parties who participated in the issue as listed in the Explanatory Memorandum and any associate of them.

Resolution 2 - Approve Placement of Shares and Options

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Company be authorised to issue and allot up to 120,000,000 fully paid ordinary shares in the capital of the Company (pre consolidation) at a price of 6 cents per share and 180,000,000 options to acquire fully paid ordinary shares (pre consolidation) on the terms and conditions contained in the Explanatory Memorandum attached to and forming part of this Notice of General Meeting."

Voting Exclusion: View will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them.

Resolution 3 - Share Consolidation

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to Section 254H(1) of the Corporations Act, approval be given for a consolidation of all of the issued capital of the Company on the basis that ten (10) existing Shares in the capital of the Company be consolidated into one (1) Share on the terms and conditions set out in the Explanatory Memorandum attached to and forming part of this Notice of General Meeting."

Note: Pursuant to the ASX Listing Rules (and the terms of all current Options and Incentive Shares), all existing Options and Incentive Shares in the Company on issue will also be consolidated on the basis of 10 existing Options (or Incentive Shares) into one Option (or 1 Incentive Share, as the case may be) (with the exercise price of each Option being multiplied by 10).

Resolution 4 - Issue of Shares to a Related Party - Carey Mining Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, Part 2E.1 of the Corporations Act and for all other purposes, shareholders approve the allotment and issue of 15,000,000 Shares (pre consolidation) to Carey Mining Pty Ltd (an associate of Mr Daniel Tucker, a Director of the Company) on the terms set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

Short Explanation: It is proposed that the Shares will be issued by the Company to Carey Mining Pty Ltd in consideration for facilitating and ensuring the completion by the Company of the Bronzewing Acquisition. Carey Mining Pty Ltd is a related party of the Company by virtue of it being an entity controlled by Mr Daniel Tucker, a Director. Shareholder approval is being sought for the purposes of ASX Listing Rule 10.11 and Section 208 of the Corporations Act to allow Carey Mining Pty Ltd to be issued the Shares (which are considered to be a financial benefit under the Corporations Act). Please refer to the Explanatory Memorandum for details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Carey Mining Pty Ltd and any associate of Carey Mining Pty Ltd, including Mr Daniel Tucker.

OTHER BUSINESS

To transact any other business which may be brought forward in conformity with the Company's Constitution.

NOTES

• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $\mathfrak{2}$ Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
• 1. For the purposes of Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is the close of business on 25 July 2004. This means that any holder registered at the close of business on 25 July 2004 is entitled to attend and vote at the Meeting.
• 1. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the proxy instructions on that form.

By Order of the Board

Sunt

DEREK LENARTOWICZ Managing Director

Dated: 25 June 2004 Perth, Western Australia

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the shareholders of View Resources Limited (the "Company") in connection with a General Meeting to be held on 27 July 2004.

The purpose of this Explanatory Memorandum is to provide shareholders with information that the Board believes to be either helpful or material to shareholders in deciding whether or not to approve the above resolutions detailed in the Notice.

This Explanatory Memorandum is an important document and should be read carefully in full by all shareholders. If you have any questions regarding this Explanatory Memorandum or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Acquisition of Bronzewing

As announced on 15 June 2004, View Resources Limited has reached agreement with Newmont Yandal Operations Pty Ltd, a wholly owned subsidiary of Newmont Mining Corporation ("Newmont") to acquire the Bronzewing Project, located in the Eastern Goldfields of Western Australia approximately 400 km north of Kalgoorlie.

Acquisition highlights include:

• Value Cash acquisition cost of \$9.0 million compares favourably with the ۰ estimated plant replacement cost value of \$100 million and a current scrap value of \$7.5 million. This equates to an acquisition cost of \$4 per resource ounce $(\frac{60}{7})$ less \$7.5m scrap value).
• Gold production intention to commence operations from Bronzewing mid 2005 $\bullet$ with anticipated production levels of between 100,000 and 120,000 ounces of gold per annum for at least 4 years making View one of Australia's Top 10 Gold Producers.
• Exploration Upside located near and containing similar rock types to major ٠ nickel deposits such as Mount Keith, Leinster and Cosmos, View will commence Greenfield nickel exploration program on the Bronzewing tenements. No. meaningful nickel exploration has been undertaken on the tenements in the last 30 years.
• Resources Total resources of 4.8 million tonnes @ 2.47 $g/t$ gold containing ٠ 386,436 oz of gold.

• Focus on conversion of resources to reserves utilising a lower operating cost ٠ structure based on View's ability to manage low cost production assets.

• Potentially significant increase in total gold resources through extensional exploration, re-evaluation of known prospects and lower cut off grades utilising a lower cost structure.

• Well-established infrastructure Includes a modern 2.1 mtpa gold processing $\bullet$ plant, power and water supplies, well maintained 280 person village and airstrip.
• There are no environmental non-compliances on any of the Project tenements.

Project Location

The Bronzewing Project is located approximately 400 km north of Kalgoorlie and 650 km northeast of Perth in Western Australia (Figure 1).

Figure 1: Location

Project Development Strategy

View will develop the Bronzewing project over the next 9 months with its development strategy including:

• Continuation of existing care and maintenance program to mine start-up; ٠
• Review of resource models and estimation of resources; $\bullet$
• Feasibility study to establish reserves, mine designs and detailed operating plan; $\bullet$

• Tenement management program;

• Drilling to increase confidence levels on resources with the aim of upgrading the resource base and allow increased reserve conversion;

• Review of geological database and exploration target generation for nickel and gold; and
• Commence mining operations.

Exploration Potential

The Bronzewing Project lies within the Yandal Greenstone Belt of the North Eastern Goldfields region of Western Australia. The region contains many gold and nickel deposits of significance and is one of the world's major mineral producing provinces.

The Yandal Belt hosts major gold operations of Jundee, Bronzewing, and Darlot-Centenary, all of which have produced in excess of 1 million oz of gold. The Belt is approximately 30 km to the east and parallel to the Agnew – Wiluna Greenstone Belt, which hosts several major nickel orebodies, including Leinster, Mt Keith, Yakabindie, Cosmos and Honeymoon Well and major gold mines include Agnew and Wiluna.

In the Bronzewing Project area the dominant rock types are basalts, ultramafics, dolerites, volcanic units, and granites. The Project has been extensively explored for gold, on both a regional and prospect scale, with many prospects and deposits identified. Opportunity exists to increase the resource base by initially conducting extensional exploration around known deposits and re-evaluating known prospects utilising View's lower production cost structure.

The rock units found in the project area are similar to those that host major nickel sulphide orebodies throughout the region including the large low grade Mt Keith, Leinster and Yakabindie deposits and high grade Cosmos deposit, all located on the Agnew-Wiluna Greenstone Belt adjacent to the Yandal Belt.

Modern nickel exploration in the Bronzewing Project area is virtually non existent with only minor reconnaissance work conducted, principally in the 1960's. Approximately 60 strike kilometres of ultramafics are interpreted to exist in the project area with areas of folding and faulting presenting repetitions of the rock units.

The lack of previous work and large areas of highly prospective host rocks present an exciting opportunity to explore for high value nickel deposits using modern exploration techniques.

View will establish the first phase of a greenfields nickel exploration program over the remainder of 2004 with the aim of commencing testing priority targets as soon as possible.

Resources

The Bronzewing Project currently has total resources of 4.8 million tonnes @ 2.47 g/t gold containing 386,436 oz of gold.

Resource estimates as at 31 December 2003 shown in Appendix 1 were calculated utilising Newmont's commodity pricing and cost assumptions. These resources are compliant with JORC standards for reporting guidelines.

View Resources will operate at a cost structure that will enable large conversion of resources to reserves and allow for a potentially significant increase in total resources.

Assets and Infrastructure

The Bronzewing tenements cover a total area of 280 km2 of the Yandal Greenstone Belt. The lease package includes mining, exploration, prospecting, and miscellaneous licences. Large proportions of the leases are granted and in good standing and with further mining, exploration and prospecting licences under application. Pre-existing royalty agreements occur on several minor lease holdings which are not significant to the project economics.

Figure 2: Tenement Area

Site Infrastructure

The site infrastructure is extensive including:

$(a)$ Bronzewing Plant

The modern Bronzewing plant has the capacity to treat 2.1Mtpa of hard ore with a relatively coarse grind size of 135 microns. The plant comprises:

• crushing plant rated at 360-385tph; $\bullet$
• crushed ore covered stockpile;
• grinding circuit comprising a 3.5MW SAG mill with typical feed rate of 240tph;
• gravity circuit;
• leach and adsorption circuit;
• split AARL elution circuit that strips loaded carbon and an electrowinning circuit that recovers gold prior to smelting into dore; and
• tailings disposal into the tailings storage facility (TSF). ٠
• $(b)$ Overall gold recovery has averaged approximately 96%. Gold reporting to gravity concentrate is 50-60% of contained gold. Historical recoveries for the various ore types are typically:
• Bronzewing ores 97%
• Lotus ore (Mt McClure) 97%
• Cockburn ore (Mt McClure) 90%
• Medium/low grade stockpile ore 85%
• Oxide 95%
• $(c)$ Other site infrastructure includes:
• Operational gravel airstrip ٠
• Village accommodation for 280 people
• Mine offices, workshops, warehouses and laboratory
• Power station comprised of 14 1MW diesel powered generators
• Borefields supplying good quality potable and process water

Environmental

There are no stated environmental non-compliances on any of the Project tenements.

Environmental performance bonds over the project tenements total \$3.4 million. This is comprised of \$2.2 million on the Mt McClure tenements and \$1.2 million to cover the Bronzewing mine, processing plant, tailings dam, village and related infrastructure. The tailings dam at Bronzewing has existing capacity and can be expanded when required following regulatory approvals.

Earthworks associated with rehabilitation of the Mt McClure tenements are to be completed at Newmont's expense by 30 June 2004. Newmont is currently being assessed for a Golden Gecko environmental award for their environmental rehabilitation work in relation to these tenements.

View Resources will assume the \$3.4 million environmental bonds from 30 July 2004, Bond redemption applications will be lodged by View Resources as soon as possible for a percentage of the \$2.2 million bonded to cover those areas being rehabilitated by Newmont.

Acquisition Details

The Consideration payable by View in respect of the Bronzewing Project is set out below:

• $(a)$ \$9 million cash payment staged as follows;
• \$1 million paid on 11 June 2004;
• \$1 million on 30 July 2004 (hand over date); ٠
• \$2 million on 30 September 2004; ٠
• \$2 million on 31 December 2004; and
• \$3 million on 31 March 2005.

Interest of 2% above 90 day BTMM is accrued monthly on the outstanding balance post 30 July 2004.

• $(b)$ 1% Net Smelter Return (NSR) on all minerals extracted.

• $(c)$ View Resources to assume \$3.4 million Environmental Performance Bonds with Department of Industry and Resources at 30 July 2004 (see above).

• $(d)$ Trust fund to be established by View Resources in conjunction with Carey Mining Pty Ltd in September 2004. Initial deposit of \$0.2 million to be made by View Resources. An ongoing payment to the trust of \$2 per gold ounce up to a total of 0.5 million gold ounces produced. The Trust will focus on providing training, scholarships and other advancement opportunities for the local indigenous communities. The Trust will be overseen by a board representing View Resources Limited, Carey Mining Pty Ltd and Newmont Australia Limited and administered by Carey Mining Pty Ltd.

• $(e)$ No Bronzewing creditors or Newmont employee entitlements outstanding at completion will be assumed by View Resources.

$\overline{2}$ Resolution 1 - Ratification of Issue of Shares

On 21 June 2004, the Company successfully completed a placement of 20,000,000 Shares at 6 cents per Share to raise \$1,200,000 before costs.

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Under Listing Rule 7.4, an issue of securities made without approval under Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if each of the following apply:

• the issue did not breach Listing Rule 7.1; and $(a)$
• $(b)$ holders of ordinary securities subsequently approve it.

Accordingly, the Company seeks shareholder ratification of the issue of 20,000,000 Shares pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

The information required by ASX Listing Rules 7.1 and 7.5 to be provided to shareholders is contained below:

$(a)$ Number of securities allotted:

20,000,000 Shares

$(b)$ Price at which the securities were issued:

20,000,000 Shares were issued at a price of 6 cents per Share.

Terms of the securities: $(c)$

The Shares rank equally in all respects with the existing Shares on issue.

Names of the allottees: $(d)$

The securities were issued to Tricom Nominees Pty Ltd and clients of Hartleys.

Use of funds raised: $(e)$

The funds raised (\$1,200,000) were utilised as part of the Bronzwing Acquisition process.

3. Resolution 2 - Issue of Shares and Options

As announced to ASX on 15 June 2004, the Company intends to proceed to place 120,000,000 Shares at an issue price of 6 cents per Share and 180,000,000 Options on the terms and conditions set out in Annexure A to raise \$7,200,000 (Placement). It is intended that the Placement will occur prior to the consolidation referred to in Resolution 3.

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Shareholder approval under Listing Rule 7.1 is sought to exclude the Shares and Options proposed to be issued by the Company pursuant to Resolution 2 from the calculation set out in ASX Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 7.3 shareholders are advised of the following particulars in relation to the proposed Placement pursuant to Resolution 2:

Maximum number of securities to be issued: $(a)$

120,000,000 Shares and 180,000,000 Options (pre consolidation).

$(b)$ Price at which securities to be issued:

6 cents per Share and no up front consideration in respect of the Options.

$(c)$ Basis upon which allottees will be determined:

The securities will be issued to IMC Management Services Pte Ltd (a part of the Singaporean based IMC Group) or its nominee. The Directors and their associates will not be participating in the Placement.

Terms of issue: $(d)$

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the terms and conditions set out in Annexure A.

Intended use of funds raised: $(e)$

The Company will use the funds raised pursuant to the Placement to meet costs associated with the Bronzewing Acquisition (\$5,000,000) and working capital (\$2,000,000).

$(f)$ Dates of allotment:

Allotment will occur on one date within 3 months of the date of the Meeting.

Resolution 3 - Share Consolidation 4.

The Directors are seeking shareholder approval to consolidate the number of Shares on issue on a ten $(10)$ for one $(1)$ basis.

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting, convert all or any of its shares into a larger or smaller number of shares. The ASX Listing Rules also requires that the number of Options and Incentive Shares on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

The Company's issued capital at the date of the dispatch of this document is:

• 659,491,054 Shares; $(a)$
• 170,000,000 Class B and C Incentive Shares; $(b)$
• 10,000,000 employee options (exercisable at 3.5 cents on or before 31 $(c)$ December 2006).
• After the Share consolidation proposed in Resolution 3 the number of Shares, $(d)$ Incentive Shares and Options (assuming all other Resolutions in this Notice are passed and completed) on issue will be:
• 79,449,105 Shares; $(a)$
• $(b)$ 17,000,000 Class B and C Incentive Shares;
• $(e)$ 1,000,000 employee options (exercisable at 35 cents on or before 31 December 2006), together with an additional 500,000 employee options (exercisable at 60 cents on or before 30 June 2007);
• $(c)$ 18,000,000 Options (exercisable on or before 30 July 2006).

As from the effective date of the Resolution (being the date of the Meeting), all holding statements for Shares, Incentive Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of post consolidation Shares and Options.

After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to shareholders and Option holders. A copy of the timetable for consolidation is set out below.

Event	Date
Shareholder Approval and Announcement to ASX	27 July 2004
Trading in reorganised securities on a deferred settlement
basis starts	28 July 2004
Last day of entity to register transfers on a pre-organised basis	4 August 2004
First day for entity to send notice to each security holder and
first day for entity to register securities on a post
reorgansiation basis and issue holding statements	5 August 2004
Despatch holding statements	11 August 2004

Not all shareholders and Option holders will hold that number of Shares, Incentive Shares and Options which can be evenly divided by ten (10). Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share, Incentive Share or Option (as the case may be).

It is not considered that any taxation consequences will exist for shareholders or Option holders arising from the consolidation. However, shareholders and Option holders are advised to seek their own tax advice on the effect of the consolidation and neither the Company, nor the Directors (or the Company's advisers) accept any responsibility for the individual taxation consequences arising from the consolidation.

5. Resolution 4 - Issue of Shares to Carey Mining Pty Ltd

Background

Resolution 4 seeks shareholder approval for the issue of 15,000,000 Shares (pre consolidation) (subject to a 12 month voluntary escrow period) to Carey Mining Pty Ltd, a company associated with the Company's non executive Director, Mr Daniel Tucker. The Shares are considered to be reasonable remuneration in respect of the role Carey Mining Pty Ltd played in securing View's acquisition of the Bronzewing mining assets.

The Corporations Act and the ASX Listing Rules set out a number of regulatory requirements that must be satisfied in relation to this Resolution. These requirements are set out below.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company.

If Resolution 4 is passed, Shares will be issued to Carey Mining Pty Ltd, a company associated with the Company's non executive Director, Mr Daniel Tucker.

Accordingly, approval for the issue of the Shares to Carey Mining Pty Ltd is required pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the Shares pursuant to this Resolution will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• the maximum number of Shares to be issued by the Company is 15,000,000 (pre $(a)$ consolidation);
• $(b)$ the allottee of the Shares will be Carey Mining Pty Ltd an entity associated with Mr Daniel Tucker, a Director;
• $(c)$ the Shares will rank pari passu in all respects with the Company's then issued Shares. However, Carey Mining Pty Ltd has agreed to voluntarily escrow the Shares for 12 months from the date of issue;
• $(d)$ the Shares will be issued for no consideration in recognition of the work performed by Carey Mining Pty Ltd in securing the acquisition by the Company of the Bronzewing mining assets. The issue of the Shares is subject to completion of the Bronzewing Acquisition as summarised in section 1 above;
• $(e)$ the Shares will be issued not later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the Shares will be issued on one date; and
• there will be no funds raised from the issue of the Shares. $(f)$

Part 2E of the Corporations Act

Part 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of Chapter 2E of the Corporations Act, Carey Mining Pty Ltd is a related party of the Company by virtue of the fact that Mr Daniel Tucker is a Director and controlling shareholder of Carey Mining Pty Ltd.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• obtain the approval of members in the manner set out in Sections 217 to 227 of $(a)$ the Corporations Act; and
• $(b)$ give the financial benefit within 15 months after the approval.

Accordingly, the Company is seeking shareholder approval for the purposes of Part 2E of the Corporations Act in respect of the Shares to be issued to Carey Mining Pty Ltd.

The following information is provided to satisfy the requirements of Section 219 of the Corporations Act:

• the proposed financial benefit to be given to Carey Mining Pty Ltd is the $(a)$ allotment and issue of 15,000,000 Shares;
• $(b)$ the Directors of the Company (other than Mr Tucker) consider that the proposed allotment and issue of Shares to Carey Mining Pty Ltd is reasonable given the role Carey Mining Pty Ltd played in ensuring that the Company won the tender to acquire the Bronzewing assets from Newmont Yandal Operations Pty Ltd. In addition, the Directors consider that the issue is reasonable on the basis that the value of the shares to be issued represents 10% of the consideration paid in respect of the Bronzewing Acquisition. A summary of the Bronzewing Acquisition is set out in section 1 above.

The independent Directors unanimously recommend that shareholders vote in favour of the Resolution;

• $(c)$ Mr Tucker declined to make a recommendation about the Resolution due to having a material personal interest in the outcome of the Resolution;
• $(d)$ the Shares will rank pari passu with the existing Shares on issue. However, Carey Mining Pty Ltd has agreed to voluntarily escrow the Shares for 12 months from the date of issue:
• $(e)$ in the 12 months prior to the date of this Notice, the highest and lowest closing trading price of the Shares on ASX was 11.5 cents on 5 January 2004 and 2.4 cents on 25 June 2003. The latest closing Share price on ASX prior to the date of this Notice was \$0.068 on 23 June 2004;
• $(f)$ the current shareholding interest in the Company associated with Mr Tucker (pre consolidation and post consolidation) is:
• $(i)$ 63,333,335 Shares pre consolidation (6,333,334 post consolidation);
• $(ii)$ 28,333,334 Class B Incentive Shares (2,833,333 post consolidation); and
• 28,333,333 Class C Incentive Shares (2,833,333 post consolidation). $(iii)$

Mr Tucker's annual emoluments as Director are as follows:

$\sim$	superannuation	strating
balarv	תוכ	Fotal
24,000	2,160	ንሩ 26,16U

• if shareholders approve the issue of Shares to Carey Mining Pty Ltd, the effect $(g)$ will be to dilute the shareholding of existing shareholders. This will increase the number of Shares on issue from 659,491,054 to 674,491,054 (prior to the capital raising the subject of Resolution 2 and the consolidation referred to in Resolution 3) with the effect that the shareholding of existing shareholders will be diluted by approximately 2.22% (based on the Company's undiluted capital structure at the date of this Notice);
• $(h)$ the value of the Shares has been assessed at 6 cents per Share (\$900,000 in total) being the price at which the Company has raised equity capital (as set in Resolution 2) to proceed with the Bronzewing Acquisition; and
• $(i)$ the Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 4.

ANNEXURE A

The Options granted pursuant to Resolution 2 will entitle the holder to subscribe for and be allotted Shares as follows:

• $(a)$ the Options are exercisable at any time prior to 5.00pm WST on 30 July 2006 (Expiry Date). Options not exercised on or before the Expiry Date will automatically lapse;
• $(b)$ the Options may be exercised for a minimum parcel of 25 million Shares and thereafter in multiples 10 million by completing an application form for Shares (Notice of Exercise) delivered to the Company's Share Registry and received by it any time prior to the Expiry Date;
• $(c)$ Each Notice of Exercise is subject to the Optionholder complying with:
• $(i)$ Part 6.1 and 6.2 of the Corporations Act; and
• $(ii)$ the provisions of the Foreign Investment Review Board Act;
• $(d)$ the Options entitle the holder to subscribe (in respect of each Option held) for a Share at an exercise price per Option of at a price which is equivalent to the three (3) month weighted average of the then market price of the Shares at the time of a Notice of Exercise (less a 10% discount) provided that during the 3 month period prior to each Option Exercise, the Option Holder shall not have disposed of any of its Shares;
• $(e)$ the Options are not transferable;
• $(f)$ all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares. The Company will apply for quotation of all Shares issued upon exercise of the Options on ASX;
• $(g)$ if at any time the issued capital of the Company is reorganised (including consolidation, sub-division, reduction or return), all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules (including but not limited to Listing Rule 6.22);
• $(h)$ there are no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to shareholders during the currency of the Options. Prior to any new pro rata issue of securities to shareholders, holders of Options will be notified by the Company and will be afforded 10 Business Days before the record date (to determine entitlements to the issue), to exercise Options; and
• $(i)$ if the Company makes a bonus issue of Shares pro rata to shareholders during the currency of the Options, then the number of Shares over which the Option is exercisable will be increased in accordance with the ASX Listing Rules.

GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Bronzewing Acquisition means the acquisition by the Company of the Bronzewing mining assets as described in Section 1 of the Explanatory Memorandum.

Company or View means View Resources Limited (ABN 95 009 162 949).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Incentive Shares means Class A Incentive Shares, Class B Incentive Shares and Class C Incentive Shares in the capital of the Company.

Meeting means the meeting convened by the Notice to be held on 27 July 2004.

Newmont means Newmont Yandal Operations Pty Ltd, a wholly owned subsidiary of Newmont Mining Corporation.

Notice means this notice of general meeting.

Option means an option to acquire a Share on the terms set out in Annexure A proposed to be granted pursuant to Resolution 2.

Share means a fully paid ordinary share in the capital of the Company.

VIEW RESOURCES LIMITED ABN 95 009 162 949

GENERAL MEETING

Appointment of Proxy
I/We
Of
being a member of View Resources Limited entitled to attend and vote at a General Meeting, hereby
Appoint
Name of proxy
or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at a General Meeting to be held at London House, 216 St George's, Perth, Western Australia, at 2pm on 27 July 2004 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of each resolution.
If you do not wish to direct your proxy how to vote, please place a mark in the box
By marking this box, you acknowledge that the Chairman may exercise your proxy, even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder, will be disregarded because of that interest.
Voting on Business of the General Meeting

For	Against	Abstain

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this	day of	2004

By:
Individuals and joint holders

Signature

Signature

Companies (affix common seal if appropriate)

Director

Director/Company Secretary

Sole Director and Sole Company Secretary

Signature

VIEW RESOURCES LIMITED ABN 95 009 162 949

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{1}$ . A member entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 directors of the company; ٠
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary -٠ that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
• 1. To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of General Meeting as soon as possible and either:
• send the proxy by facsimile to the Company on facsimile number (08) 9322 7602;
• post to the Company at PO Box 1263, West Perth, Western Australia, 6872 or
• deliver to the registered office of the Company at 945 Wellington Street, West Perth, Western Australia 6005.

so that it is received no later than 2.00pm (Perth time) on 25 July 2004.