Celsius Resources Limited — Proxy Solicitation & Information Statement 2007

Jul 5, 2007

VIEW RESOURCES LIMITED ACN 009 162 949

NOTICE OF GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Monday 6 August 2007

Time of Meeting $2.00 \text{ pm}$

Place of Meeting The Celtic Club 48 Ord Street WEST PERTH WA 6005

VIEW RESOURCES LIMITED ACN 009 162 949 NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the members of View Resources Limited ACN 009 162 949 ("View Resources" or "Company") will be held at The Celtic Club. 48 Ord Street, West Perth on Monday 6^th August 2007 at 2.00 pm, for the purpose of transacting the following business referred to in this Notice of General Meeting.

AGENDA

Resolution 1 - Ratification of Placement - Tranche 1 Institutional Offer

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to the persons set out in the Explanatory Memorandum of 34,705,000 Shares at an issue price of 40 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 2 - Approval of Placement - Tranche 2 Institutional Offer and Retail Offer

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

"That, for the purpose of Listing Rule 7.1 of the ASX and for all other purposes, the Company approves and authorises the Directors of the Company to allot and issue to the persons referred to in the Explanatory Memorandum 40,295,000 Shares at an issue price of 40 cents per Share, and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 2 by any 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 person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as 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.

Resolution 3 - Ratification of Issue to M8 Holdings Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to M8 Holdings Ltd 400,000 Shares at a deemed issue price of 20 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a

person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 4 - Ratification of Issue to EH&P Investments Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to EH & P Investments Ltd 1,535,243 Shares at a deemed issue price of 18 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 5 - Ratification of Issue to Intuitive Pty Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to Intuitive Pty Ltd 500,000 Shares at a deemed issue price of 28 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 5 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 6 - Ratification of issue of options to Employees/Senior Executives

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to the persons set out in the Explanatory Memorandum of 4,000,000 unlisted Options (with varying exercises prices and expiry dates) for no consideration and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 7 - Ratification of Issue - Placement of over-subscriptions of share purchase plan

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue persons set out in the Explanatory Memorandum of $250,000$ Shares at an issue price of 18 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 7 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 8 - Ratification of Issue of options - Max Capital Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to Max Capital Ltd 1,500,000 listed options (exercisable at 20 cents each on or before 30 June 2008) at a deemed issue price of 20.5 cents per option and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 8 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 9 - Ratification of Issue to Audax Resources Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX and for all other purposes, the Company approves and ratifies the issue to Audax Resources Ltd 500,000 Shares at a deemed issue price of 20 cents per Share and as set out in the Explanatory Memorandum accompanying this Notice of General Meeting."

The Company will disregard any votes cast on Resolution 9 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is east 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.

Resolution 10 - Re-adoption of clause 3 of the Constitution

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

"That pursuant to section 136 of the Corporations Act, clause 3 the Company's Constitution be re-adopted."

Resolution 11 - Amendment to Constitution

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

"That, subject to the passage of Resolution 7, pursuant to section 136 of the Corporations Act, clause 13.17 of the Company's Constitution be deleted."

Other business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act 2001 (Cth).

BY ORDER OF THE BOARD

Mike Ralston Company Secretary Dated: 3 July 2007

NOTES

$\mathbf{1}$ . Proxies

A member entitled to but unable to attend and vote is entitled to appoint a proxy. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company. The proxy form must be lodged by person, post, courier or facsimile and reach the registered office of the Company at Level 12 "London House", 216 St Georges Tce, Perth WA 6000 not less than 48 hours before the time of holding the Meeting. A proxy shall be signed by the appointor or his/her attorney or, if a corporation, under its common seal or under the hand of its attorney. A copy of any power of attorney should be lodged with the proxy.

For the convenience of members, a Proxy Form is enclosed.

$2.$ Voting Entitlements

For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary Shares at the 2.00 pm on 4^th August 2007 will be entitled to attend and vote at the General Meeting.

VIEW RESOURCES LIMITED ACN 009 162 949

PROXY FORM

The Company Secretary
View Resources Limited
Registered Office Address:	Level 12, London House
	216 St Georges Terrace Perth WA 6000
Facsimile:	+61 8 9226 4611
I/We (name of Shareholder) of (address)
	being a member/members of View Resources Limited HEREBY APPOINT
(name)	$\ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ldots \ld$
of (address)
	and/or failing him (name)
of (address)
	or failing that person then the Chairman of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth on 6 th August 2007 at 2pm Western Standard Time and at any adjournment of the meeting.
	Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:
I/We direct my/our Proxy to vote in the following manner:
		For	Against	Abstain
Resolution 1 - Ratification of Placement - Tranche 1 Institutional Offer
Offer	Resolution 2 - Approval of Placement - Tranche 2 Institutional Offer and Retail
Resolution 3 - Ratification of Issue - M8 Holdings Ltd
Resolution 4 - Ratification of Issue - EH & P Investments Ltd
Resolution 5 - Ratification of Issue - Intuitive Pty Ltd
	Resolution 6 - Ratification of Issue of options to employees and senior executives
purchase plan	Resolution 7 - Ratification of Issue - Placement of over-subscriptions of share
Resolution 8 - Ratification of Issue of options - Max Capital Ltd
Resolution 9 - Ratification of Issue - Audax Resources Ltd
Resolution $10 -$ Re-adoption of clause 3 of the Constitution
Resolution 11 - Amendment to Constitution

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If the Chair of the meeting is appointed as your proxy, or is appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 11 please place a mark in this box:

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 11 and that votes cast by the Chair of the meeting for Resolutions 1 to 8 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 11.

The Chairman intends to vote in favour of Resolutions 1 to 11 in relation to undirected proxies.

This Proxy is appointed to represent _ % of my voting right, or if 2 proxies are appointed Proxy 1 represents ____% and Proxy 2 represents ___% of my total votes $Mv$ total voting right is $S$ hares

If the Shareholder(s) is an individual:

Name: ____________________________________

2007.

If the Shareholder is a company:

Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

Dated:

1M1 - VR - Notice of General Meeting 2007 - Placement

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $\mathbf{1}$ . A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the Shareholder's proxy. A proxy need not be a Shareholder of the Company.
• $\overline{2}$ . Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. Fractions shall be disregarded.
• The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If $\overline{3}$ . a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
• $\overline{4}$ . If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting, by person, post or facsimile to the address stipulated in this proxy form.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that $(a)$ way;
• $(b)$ if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands:
• $\left( \mathrm{c}\right)$ if the proxy is Chairperson, the proxy must vote on a poll and must vote that way; and
• $(d)$ if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

$7.$ The Chairman intends to vote in favour of all resolutions in relation to undirected proxies.

VIEW RESOURCES LIMITED ACN 009 162 949 EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide members with sufficient information to assess the merits of the resolutions contained in the preceding Notice of General Meeting of the Company.

The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Capitalised terms are defined on page 9 of this Explanatory Memorandum.

Background Information - Resolutions 1 and 2

On 2 July 2007, View Resources Ltd announced a capital raising to be undertaken in the following tranches:

• a private placement to institutional, sophisticated and professional investors of 34,075,000 Shares $(a)$ at an issue price of 40 cents per Share to raise \$13.882,000 ("Tranche 1 Institutional Offer"):
• subject to shareholder approval, a private placement to institutional, sophisticated and professional $(b)$ investors of 30,295,000 Shares at an issue price of 40 cents per Share to raise \$12,118,000 ("Tranche 2 Institutional Offer"); and
• subject to shareholder approval, an offer of 10,000,000 Shares at an issue price of 40 cents per $\left( \mathrm{c} \right)$ Share to raise \$4,000.000 ("Retail Offer").

The funds raised from the Tranche 1 Institutional Offer and the Tranche 2 Institutional Offer are being raised for the Company's projects as follows:

Use of Funds	Total (S)
Development and working capital (Bronzewing Gold)	\$4,220,000
Development and working capital (Carnilya Hill nickel)	\$5,000,000
Further exploration (Bronzewing) and tenement acquisition	\$4,000,000
Debt reduction (Invested Facility Ioan)	\$12,000,000
Costs of the Institutional Offers	\$780,000
Total	\$26,000,000

The funds raised under the Retail Offer are being raised for:

• working capital; and
• the costs of the Retail Offer.

The ASX Listing Rules limit the number of securities that a company may issue during a 12 month period to 15% of its Shares on issue. Given this limitation, the capital raising has been structured into three tranches being the Tranche 1 Institutional Offer, the Tranche 2 Institutional Offer and the Retail Offer.

As announced to the ASX on 2 July 2007, the Tranche 1 Institutional Offer was undertaken by way of a bookbuild of \$13,882,000 million worth of Shares to Australian and International institutional, sophisticated and professional investors as determined by the Company and pursuant to offers that do not require the issue of a disclosure document.

This General Meeting has been called for the purpose of seeking the ratification by shareholders of the issue of Shares made under Tranche 1 Institutional Offer and seeking shareholder approval to the issue of Shares under the Tranche 2 Institutional Offer and the Retail Offer.

Resolution 1 - Ratification of Placement - Tranche 1 Institutional Offer

Resolution 1 seeks ratification from shareholders to the issue of 34.705.000 Shares, each at an issue price of 40 cents per Share to Australian and International institutional, sophisticated and professional investors as determined by the Company and pursuant to offers that do not require the issue of a disclosure document.

Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that, without the prior approval of members of the company in general meeting, a listed company must not issue securities in any 12 month period which, when aggregated with the nominal value of the other securities of the same class, exceed 15% of the nominal value of the issued securities of that class held at the beginning of the 12 month period.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the company without requiring Shareholder approval.

For the purposes of Listing Rule 7.5, the following information is provided:

• A total of 34,705,000 Shares were issued to Australian and International investors. The allottees were $(a)$ selected by the Company on the basis that they are Australian and International institutional, sophisticated and professional investors as determined by the Company and were able to be offered shares in the Company without the need for a disclosure document. None of the allottees are related parties of the Company.
• the Shares were issued at 40 cents each; $(b)$
• $(c)$ the Shares are ordinary fully paid Shares in the capital of the Company and will rank equally in all respects with the existing ordinary fully paid Shares issued in the capital of the Company;
• $(d)$ the allottees were 66 clients of Hartleys Limited, who are institutional, sophisticated or professional investors: and
• subscription monies raised from the issue of the Shares under Resolution 1 will be used (along with the $(e)$ funds raised under the Tranche 2 Institutional Offer) towards the Company's projects in the manner described on page 1 of this Explanatory Memorandum.

Resolution 2 - Approval of Placement - Tranche 2 Institutional Offer and Retail Offer

Resolution 2 seeks Shareholder approval to the issue of up to a total of 40,295,000 Shares at an issue price of 40 cents per Share, to be issued as follows:

• 30,295,000 Shares, each at an issue price of 40 cents per Share to Australian and International institutional, $(a)$ sophisticated and professional investors as determined by the Company and pursuant to offers that do not require the issue of a disclosure document; and
• 10,000,000 Shares at an issue price of 40 cents per Share to raise \$4,000,000 by way of a public offer $(b)$ pursuant to a prospectus.

Listing Rule 7.1

As noted above, Listing Rule 7.1 provides that, without the prior approval of members of the company in general meeting, a listed company must not issue securities in any 12 month period which, when aggregated with the nominal value of the other securities of the same class, exceed 15% of the nominal value of the issued securities of that class held at the beginning of the 12 month period.

Accordingly, Shareholder approval for the issue of the Shares referred to in Resolution 2 is sought so that the Company may retain its 15% allowance for any future issue of securities.

In compliance with Listing Rule 7.3, shareholders are advised as follows in relation to the Shares to be issued under this Resolution 2:

• $(a)$ the maximum number of Shares to be issued under the Tranche 2 Institutional Offer is 30.295,000 and under the Retail Offer is 10,000,000:
• the Shares under both the Tranche 2 Institutional Offer and Retail Offer will be issued and allotted on one $(b)$ date which will be no later than 3 months from the date of this general meeting or such later date as approved by ASX by waiver to the Listing Rules:
• the issue price of the Shares to be issued is 40 cents per Share under the Tranche 2 Institutional Offer and $\left( \text{c} \right)$ 40 cents under the Retail Offer:
• the Shares under the Tranche 2 Institutional Offer will be issued to Australian and International investors. $(d)$ The allottees were selected by the Company on the basis that they are Australian and International institutional, sophisticated and professional investors as determined by the Company and were able to be offered shares in the Company without the need for a disclosure document. The Shares under the Retail Offer will be issued to members of the public who apply for Shares pursuant to a prospectus. None of the allottees are related parties of the Company;
• the Shares issued both pursuant to the Tranche 2 Institutional Offer and the Retail Offer are ordinary fully $(e)$ paid Shares in the capital of the Company and will rank equally in all respects with the existing ordinary fully paid Shares issued in the capital of the Company; and
• $\bigoplus$ subscription monies raised from the issue of the Shares under the Tranche 2 Institutional Offer and Retail Offer (along with the funds raised under the Tranche 1 Institutional Offer) will be used towards the Company's projects in the manner described on page 1 of this Explanatory Memorandum.

Resolution 3 - Ratification of Issue - M8 Holdings Ltd

Introduction

The Company issued 400,000 Shares at a deemed issue price of 20 cents per Share, on 6 December 2006 under its 15% placement capacity and pursuant to a consultancy agreement between the Company and M8 Holdings Ltd. The Company now seeks pursuant to this Resolution 3, shareholder approval to ratify the issue of the 400,000 Shares.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• the number of Shares issued was 400,000; $(a)$
• $(b)$ the price at which the Shares were issued was a deemed issue price of 20 cents each;
• the Shares issued are fully paid ordinary shares which rank equally with all other fully paid ordinary shares $(c)$ on issue:
• $(d)$ the Shares were allotted to M8 Holdings Ltd; and

$(e)$ the shares were issued as consideration for consulting services provided to the Company by M8 Holdings $1td$

Resolution 4 - Ratification of Issue - EH & P Investments Ltd

Introduction

The Company issued 1.535.243 Shares at a deemed issue price of 18 cents per Share, on 5 December 2006 under its 15% placement capacity and pursuant to an agreement between the Company and EH & P Investments Ltd for services provided by EH & P Investments Ltd in the November 2006 capital raising. The Company now seeks pursuant to this Resolution 4. shareholder approval to ratify the issue of the 1.535.243 Shares.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• the number of Shares issued was 1.535.243: $(a)$
• $(b)$ the price at which the Shares were issued was a deemed issue price of 18 cents each;
• the Shares issued are fully paid ordinary shares which rank equally with all other fully paid ordinary $(c)$ shares on issue:
• $(d)$ the Shares were allotted to EH & P Investments Ptv Ltd; and
• the shares were issued as consideration for services rendered to the Company by EH & P Investments $(e)$ Pty Ltd during the November 2006 capital raising.

Resolution 5 - Ratification of Issue - Intuitive Pty Ltd

Introduction

The Company issued 500,000 Shares at a deemed issue price of 28 cents per Share, on 07 March 2007 under its 15% placement capacity and pursuant to a consultancy agreement between the Company and Intuitive Pty Ltd. The Company now seeks pursuant to this Resolution 5, shareholder approval to ratify the issue of the 500,000 Shares.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• $(a)$ the number of Shares issued was 500,000:
• the price at which the Shares were issued was a deemed issue price of 28 cents each; $(b)$
• the Shares issued are fully paid ordinary shares which rank equally with all other fully paid ordinary $(c)$ shares on issue:
• $(d)$ the Shares were allotted to Intuitive Pty Ltd; and

$(e)$ the shares were issued as consideration for consulting services provided to the Company by Intuitive Pty Ltd.

Resolution 6 - Ratification of Issue of options to employees/senior executives

Introduction

The Company issued 4,000,000 options (with varying exercise prices and expiry dates, as set out below) for no consideration, on varying dates under its 15% placement capacity, under the terms of each allottees' employment contract, as performance incentives for the allottees (all of whom are employees and/or senior executives (but not Directors) of the Company). The Company now seeks pursuant to this Resolution 6, shareholder approval to ratify the issue of the 4,000,000 options.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• $(a)$ the number of options issued was 4,000,000;
• $(b)$ the options were issued for no consideration:
• $(c)$ the terms and conditions of the options are set out in Annexure A to this Explanatory Memorandum;
• $(d)$ the options were allotted to:

Name: Robert J Colson

.
	Tranche 1	Tranche 2
Number of options	250,000	250,000
Exercise price	\$0.290	\$0.350
Vesting Date	03/04/2008	03/04/2009
Expiry Date	31/01/2010	31/01/2011

Name: William A Herod

	Tranche 1	Tranche 2
Number of options	250,000	-250,000
Exercise price	\$0.300	-\$0.360
Vesting Date	-05/03/2008	-05/03/2009-
Expiry Date	31/01/2010	31/01/2011

Name: Garry J Mills

	Tranche 1	Tranche 2
Number of options	750,000	750,000
Exercise price	\$0.220	\$0.270
Vesting Date	29/01/2008	29/01/2009
Expiry Date	30/12/2009	30/12/2010

Name: Anthony S Lund

	TIME тапсие	$\sim$ ranche
Number	.000	ALC:
options	ን ድረን	.000
ОŤ	www.	av u 1,7

$\overline{ }$ Exercise price	\$0.240	\$0.290
Vesting Date	01/03/2008	01/03/2009
Expiry Date	28/02/2010	28/02/2010

Name: Wayne Gaiter

	Tranche 1	Tranche 2
Number of options	250.000	250,000
Exercise price	\$0.250	\$0.300
Vesting Date	29/01/2008	29/01/2009
Expiry Date	31/01/2010	31/01/2011

Name: Tracey S V Reav

	Tranche 1	Tranche 2
Number of options	250,000	250,000
Exercise price	\$0.250	\$0.300
Vesting Date	04/01/2008	04/01/2009
Expiry Date	30/01/2009	30/12/2010

$(e)$ no funds were raised by the issue of the options.

Resolution 7 - Ratification of Issue - Placement of over-subscriptions of share purchase plan

Introduction

On 18 December 2006, the Company announced that a share purchase plan had been heavily over-subscribed. The share purchase plan was to raise $$2,000,000$ and approximately $$5,800,000$ in application funds were received. Part of the oversubscriptions were placed using shareholder approval which was obtained at the Company's last AGM. The Company also decided to place 250,000 Shares at an issue price of 18 cents per share for further oversubscriptions under its 15% placement capacity. The Company now seeks pursuant to this Resolution 7, shareholder approval to ratify the issue of the 250,000 Shares.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

(a)	the number of Shares issued was 250,000;
(b)	the price at which the Shares were issued was 18 cents each;
(c)	the Shares issued are fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
(d)	the Shares were allotted to applicant under the share purchase plan who did not receive shares under the share purchase plan due to over-subscriptions; and
(e)	the funds raised were applied to the recommencement of operations at Bronzewing.

Resolution 8 - Ratification of Issue of options- Max Capital Ltd

Introduction

The Company issued 1,500,000 listed options (exercisable at 20 cents on or before 30 June 2008) at a deemed issue price of 20.5 cents per option, on 20 December 2006 under its 15% placement capacity and pursuant to an agreement between the Company and Max Capital Ltd under which Max Capital Ltd provided advisory services to the Company in relation to the November/December 2006 capital raising. The Company now seeks pursuant to this Resolution 8. shareholder approval to ratify the issue of the 1.500,000 listed options.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• $(a)$ the number of listed options issued was 1,500,000;
• $(b)$ the price at which the options were issued was a deemed issue price of 20.5 cents each:
• the listed options are exercisable at 20 cents each on or before 30 June 2008. The terms and conditions $(c)$ of the options are the same as the listed options currently on issued;
• $(d)$ the listed options were allotted to Max Capital Ltd; and
• $(e)$ the listed options were issued as consideration for advisory services provided to the Company by Max Capital Ltd.

Resolution 9 - Ratification of Issue - Audax Resources Ltd

Introduction

The Company issued 500,000 Shares at a deemed issue price of 20 cents per Share, on 6 July 2006 under its 15% placement capacity and pursuant to an option agreement between the Company and Audax Resources Ltd as part payment for the Venus gold deposit. The Company now seeks pursuant to this Resolution 9, shareholder approval to ratify the issue of the 500,000 Shares.

Ratification of Previous Issue

The purpose of the Resolution is to maximise the number of securities that can be issued without requiring further shareholder approval under Listing Rule 7.1.

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• the number of Shares issued was 500,000; $(a)$
• $(b)$ the price at which the Shares were issued was a deemed issue price of 20 cents each:
• the Shares issued are fully paid ordinary shares which rank equally with all other fully paid ordinary $(c)$ shares on issue:
• $(d)$ the Shares were allotted to Audax Resources Ltd; and
• the shares were issued under an Option agreement between the Company and Audax Resource Ltd as $(e)$ part-payment for the Venus gold deposit.

Resolutions 10 and 11 - Re-adoption of clause 3 of the Constitution and amendment to Constitution

On 14 March 2002, the Company approved in General Meeting to adopt a new Constitution (being the current Constitution of the Company). Clause 3 of the Constitution (as set out in Annexure B to this Explanatory Memorandum) provided a mechanism for the Company to sell the shareholding of a "Minority Member" (being a member holding less than a marketable parcel of shares, as defined in the Listing Rules). Pursuant to clause 3, the Minority Member appoints the Company as his or her agent to sell all of the securities held by him or her at not less than the Authorised Price (being the price per Share equal to the simple average of the last sale prices of the Share quoted on ASX for each of the ten trading days immediately preceding the date of the offer received by the Company to purchase those Shares). The proceeds of any sale effected pursuant to clause 3 are to be remitted to the Minority Member and the Company shall bear the cost of the sale. The Company may only invoke the use of clause 3 once in any 12 month period.

Sub-clause 3.17 provides that clause 3 shall cease to have any effect after a period of 12 months following the date of adoption or re-adoption of clause 3. Since the date of adoption of the Constitution, the Company has not sought renewal of clause 3 and accordingly clause 3 is currently inoperative.

Resolution 10 seeks to refresh clause 3 by re-adopting clause 3.

Resolution 11 seeks to amend clause 3 by deleting sub-clause 3.17 so that renewal of clause 3 will no longer be required to be sought every 12 months, as the Listing Rules no longer require that such articles be refreshed every 12 months.

GLOSSARY

In this notice of meeting and explanatory memorandum:

"ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"Company" or "View Resources" means View Resources Ltd ACN 009 162 949;

"Constitution" means the Constitution of the Company;

"Corporations Act" means Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"Listing Rules" means the Listing Rules of the ASX;

"Retail Offer" means the offer of 10,000,000 Shares at an issue price of 40 cents per share made pursuant to a prospectus dated 2 July 2007;

"Shares" means fully paid ordinary Shares in the issued capital of the Company;

"Share" means a fully paid ordinary share(s) in the Company;

"Tranche 1 Institutional Offer" means the offer of 34,705,000 Shares at an issue price of 40 cents per share made pursuant to a private placement: and

"Tranche 2 Institutional Offer" means the offer of 40,295,000 Shares at an issue price of 40 cents per share made pursuant to a private placement.

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS

The relevant exercise price, vesting date and expiry date of the options is set out on pages 5 and 6 of the Explanatory Memorandum. All other terms and conditions of the options are as set out below:

• $(a)$ each Employee Option is exercisable on or before the expiry date:
• $(b)$ the Employee Options held by each holder can be exercised in whole or in part, and if exercised in part multiples of 5,000 must be exercised on each occasion:
• $(c)$ each Employee Option is exercisable at the expiry price in cash;
• $(d)$ the Employee Options cannot be transferred;
• $(e)$ the option holder will be permitted to participate in any new pro-rata issue of securities of the Company on prior exercise of the Employee Options in which case the option holder will be afforded the period of at least 9 Business Davs prior to and inclusive of the record date to determine entitlements to the issue to exercise the Employee Options;
• $(f)$ the Employee Options do not confer on the holder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Employee Options;
• $(g)$ in the event of a reorganisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Employee Options will be reorganised in accordance with the Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on option holders which are not conferred on Shareholders;
• $(h)$ the number of Shares to be issued pursuant to the exercise of Employee Options will be adjusted for bonus issues made prior to exercise of the Employee Options so that, upon exercise of the Options the number of Shares received by the option holder will include the number of bonus Shares that would have been issued if the Employee Options had been exercised prior to the record date for the bonus issues. The exercise price of the Employee Options shall not change as a result of any such bonus issues;
• $(i)$ except for the rights set out in clauses $(g)$ and $(h)$ above, the Employee Options do not confer any other rights on option holders in relation to a change in the exercise price or the number of underlying securities over which the Employee Options can be exercised; and
• $(i)$ the holder may only exercise the Employee Options granted to them upon the vesting date.

ANNEXURE B

CLAUSE 3 OF THE CONSTITUTION

(Note: Below is an extract of clause 3 as it currently appears in the Constitution (i.e. prior to the amendment proposed in Resolution 7 (as set out in the Explanatory Memorandum))

"3. Minimum Shareholding

$3.1$ Effect of this Clause

The provisions of this clause have effect notwithstanding any other provision of this Constitution, except clause 33.

$3.2$ Definitions

In this clause:

Authorised Price means the price per share of the Listed Securities equal to the simple average of the last sale prices of the Listed Securities quoted on ASX for each of the ten trading days immediately proceeding the date of any offer received by the Company pursuant to clause 3.5.

Date of Adoption means the date upon which this clause is inserted in this Constitution by special resolution of the members of the Company.

Date of Effect means the date immediately following the date of expiry contained in the second notice by the Company to Minority Members in accordance with clause 3.15.

Minimum Shareholding means a number of shares equal to a "marketable parcel" of Listed Securities within the meaning of the Listed Rules.

Purchaser means the person or persons (including one or more members) whose offer or offers to purchase Listed Securities is or are accepted by the Company.

$3.3$ Minimum Shareholding

Subject to clauses 3.13 to 13.5 (inclusive), on and from the Date of Effect, the shareholding of a member which is less than the Minimum Shareholding may be sold by the Company pursuant to the provisions of this clause 3.

$3.4$ Sale of Listed Securities of Minority Members

Subject to clauses 3.13 to 3.15 (inclusive), on and from the Date of Effect, each Minority Member shall be deemed to have irrevocably appointed the Company as his agent:

• to sell all the Listed Securities held by him at a price not less than the Authorised Price and without any cost $a)$ being incurred by the Minority Member;
• b) to deal with the proceeds of the sale of those Listed Securities in accordance with this clause; and
• where the Listed Securities are CHESS Approved Securities held in uncertificated form, to initiate a Holding $c$ ) Adjustment (as defined in the SCH Business Rules) to move the securities from the CHESS Holding (as defined in the SCH Business Rules) of Minority Member to an Issuer Sponsored or Certificate Holding (as defined in the SCH Business Rules) for the sale of the Listed Securities.

$3.5$ Acceptance of Offer

Where the Company receives an offer for the purchase of all Listed Securities of a Minority Member to whom this clause applies at the date of the offer at a price not less than the Authorised Price, the Company may accept the offer on behalf of that Minority Member.

3.6 Appointment of Attorney

The Company shall, by instrument in writing, appoint a person or persons to act as attorney or attorneys of each Minority Member to whom this clause applies, to execute an instrument or instruments of transfer of their Listed Securities to the Purchaser.

$3.7$ Transfer

Where:

• all the Listed Securities of each Minority Member to whom this clause applies at any time are sold to one $\mathbf{a}$ Purchaser: or
• b) all the Listed Securities of two or more Minority Members to whom this clause applies at any time are soled to one Purchaser,

the transfer may be affected by one instrument of transfer.

3.8 Proceeds of Sale

The Company shall receive the proceeds of the sale of the Listed Securities of each Minority Member to whom this clause applies at any time and shall:

• immediately cause the name of the Purchaser to be entered into the Register of Shareholders as the holder of $a)$ the Listed Securities sold: and
• within fourteen days of the receipt of the relevant share certificate, cause the proceeds to be sent to the $b)$ Minority Member by cheque mailed to his address in the Register of Shareholders (or in the case of joint holders, to the address of the holder whose name is shown first in the Register of Shareholders), this cheque is to be made payable to the Minority Member (or, in the case of joint holders, to them jointly). In the case where a Minority Member fails to return the share certificate or certificates (where required) relating to the Listed Securities sold, the proceeds of the sale shall be applied in accordance with the applicable laws dealing with unclaimed moneys.

3.9 Receipt of Proceeds

The receipt by the Company of the proceeds of sale of Listed Securities of a Minority Member shall be a good discharge to the Purchaser of all liability in respect of the purchase of the Listed Securities.

3.10 Registration of Purchaser

Upon entry of the name of the Purchaser in the Register of Shareholders as the holder of the Listed Securities of a Minority Member to whom this clause applies:

• $a)$ the Purchaser shall not be bound to see to the regularity of the actions and proceedings of the Company pursuant to this Constitution or to the application of the proceeds of sale; and
• b) the validity of the sale shall not be impeached by any person.

3.11 Remedies Limited

The remedy of any Minority Member to whom this clause applies in respect of the sale of his or her Listed Securities is expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

$3.12$ Cost of Sale of Listed Securities

The Company shall bear the costs of the sale of the Listed Securities.

3.13 Exemption from Clause 3

The Company must give written notice to a Minority Member and, where the Shares are CHESS Approved Securities, to the Controlling Participant (as defined in the SCH Business Rules) for the holding of the Minority Member, advising of the Company's intention to sell his or her shareholding pursuant to this clause 3. Unless the Minority Member, within 6 weeks of receipt of notice from the Company in accordance with this clause 3, gives written notice to the Company that it desires its shareholding to be exempted from clause 3, then the provisions of this clause 3 shall apply to this Minority Member. Where Shares are CHESS Approved Securities, a written notice by the Company in terms of this clause shall comply with the SCH Business Rules.

3.14 Notice to Exempt

Where a Minority Member has given written notice to the Company that it desires its shareholding to be exempted from clause 3 it may, at a time, revoke or withdraw that notice. In that event the provisions of clause 3 shall apply to the Minority Member.

3.15 Election to Exempt

Where a Minority Member has not given written notice to the Company within 6 weeks of receipt of notice from the Company in accordance with clause 3 that it desires its shareholding to be exempted from clause 3, then the Company shall give that Minority Member and, where the Shares are CHESS Approved Securities, to the Controlling Participant (as defined in the SCH Business Rules) for the holding of the Minority Member, a second written notice complying with the SCH Business Rules advising that the Company intends to sell its shareholding immediately upon expiration of 5 Business Days from the date of that notice unless the Minority Member gives written notice to the Company within that time that it desires its shareholding to be exempted from clause 3, in which case clause 3 shall not apply to the Minority Member.

3.16 Takeover Offer or Announcement

The Company shall not commence to sell Listed Securities comprising less than a Minimum Shareholding following the announcement of a takeover offer or takeover announcement for the Company.

3.17 Duration of Clause 3

This clause 3 shall cease to have any effect after a period of twelve calendar months following the Date of Adoption or re-adoption of this clause 3.

3.18 Use by Company of Clause 3

This clause 3 may be invoked only once in any twelve month period after its adoption or re-adoption."