Celsius Resources Limited — Proxy Solicitation & Information Statement 2010

Dec 28, 2010

VIEW RESOURCES LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT)

ACN 009 162 949

NOTICE OF GENERAL MEETING

TIME : 10:00 am (WST) DATE : 24 January 2011

PLACE : Ferrier Hodgson Level 26, Bankwest Tower 108 St Georges Terrace PERTH WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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CONTENTS PAGE

Letter to Shareholders	3
Notice of General Meeting (setting out the proposed resolutions)	6
Explanatory Statement (explaining the proposed resolutions)	10
Glossary	22
Schedule 1	24
Schedule 2	25
Proxy Form	29

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of View Resources Ltd (Subject to Deed of Company Arrangement) will be held at 10am (WST) on 24 January 2011 at:

Ferrier Hodgson Level 26, Bankwest Tower 108 St Georges Terrace PERTH WA 6000

YOUR VOTE IS IMPORTANT

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 10am (WST).

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:

• (a) post to c:/ Ferrier Hodgson, Level 26, Bank West Tower, 108 St George's Terrace, Perth WA 6000; or

• (b) facsimile to the Company on facsimile number +61 8 9322 1262,

so that it is received not later than 10am (WST) on 22 January 2011.

Proxy forms received later than this time will be invalid.

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LETTER TO SHAREHOLDERS

Dear Shareholder

On 8 February 2008, Mr Andrew Saker and Mr Darren Weaver ( Deed Administrators ) was appointed as the joint and several administrators to View Resources Ltd ( Company ) and its subsidiaries ( View Group ).

At the same time, the securities ( Shares ) of View were suspended from trading on the Australian Securities Exchange ( ASX ).

The assets of the View Group mainly comprise of the Company’s interests in View Gold Pty Ltd and View Nickel Pty Ltd.

A deed of company arrangement was subsequently entered into by the Company and the assets of View Gold Pty Ltd were sold (with the proceeds being paid to the secured creditor of the View Group).

The Deed Administrators subsequently called for proposals to recapitalise the Company with a view to seeking reinstatement to trading of its securities on ASX. The Deed Administrators have since accepted a proposal by Brijohn Nominees Pty Ltd ( Proponent ) for the restructuring and recapitalisation of the Company.

On 20 December 2010, the Company and View Nickel Pty Ltd obtained the approval of their creditors to enter into a varied Deed of Company Arrangement ( DOCA ) so that all claims of creditors (secured and unsecured) against the Company and View Nickel Pty Ltd will be comprised and released following a cash payment to a creditors' trust.

The proposal from the Proponent can be summarised as follows:

• (a) all liabilities, contingent liabilities, obligations, warranties and long term commitments of the Company and View Nickel Pty Ltd capable of being released by a DOCA will be released and compromised by the DOCA;

• (b) the Company will undertake a consolidation of its issued capital as at the date of this Meeting on a twenty (20) for one (1) basis ( Consolidation );

• (c) after the Consolidation, the Company will undertake the following capital raisings and issues of securities:

• (i) 50,000,000 Shares at $0.001 each to raise $50,000;

• (ii) 150,000,000 free Proponent Options (exercisable at $0.01 each and expiring on 31 March 2014); and

• (iii) up to 800,000,000 Shares at an issue price at not less than $0.005 per Share to raise up to $4,000,000;

• (iv) 20,000,000 free Proponent Options to Austral-Asia Resources & Infrastructural Investments Pty Ltd (or its nominees);

• (d) of the funds referred to above, $2,125,000 will be made available to the creditors of the Company and View Nickel Pty Ltd;

• (e) the Company will retain 100% of the shares in View Nickel Pty Ltd and hence will retain its 30% interest in the Carnilya Hill Joint Venture with Mincor Resources NL ( Joint Venture Interest ). The Company and View Nickel Pty Ltd will retain the benefit (and be responsible for any obligations) of mining operations in relation to the Carnilya Hill Joint Venture from 1 November 2010; and

• (f) following completion of all of the matters set out above, and the DOCA otherwise being fully effectuated, the DOCA will be terminated and the Company will seek reinstatement of its Shares to trading on ASX.

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The resolutions proposed in the attached Notice will enable the terms of the DOCA to be undertaken. If the resolutions are passed and the proposed restructuring and recapitalisation is completed, the Company must seek the reinstatement to trading of its Shares on ASX.

If any of these resolutions are not passed by the Shareholders of the Company, the Company will remain subject to the DOCA, the trading suspension imposed by the ASX will remain in force and the Administrators will need to consider any other alternatives, which is likely to include placing the Company into liquidation (in which event no return to Shareholders is anticipated).

The Administrators are not responsible for the contents of the Notice or the Explanatory Statement. Each of those documents has been prepared by the Proponent. Accordingly, the Administrators do not accept any responsibility for the accuracy of any information included, or any failure to include any information in, such documents, nor do the Administrators make any representation or warranty as to any matter included or omitted in the documents.

Yours faithfully

Andrew Saker Joint and Several Deed Administrator

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of View Resources Ltd (Subject to Deed of Company Arrangement) will be held at Ferrier Hodgson, Level 26, Bank West Tower, 108 St George's Terrace, Perth WA 6000 at 10am (WST) on 24 January 2011.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 22 January 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

It is a requirement of the business of the Meeting that each of the Resolutions set out below are passed, otherwise none of the Resolutions will have any effect.

AGENDA

SPECIAL BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business.

1. RESOLUTION 1 – CONSOLIDATION OF CAPITAL

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

“That, subject to the passing of Resolutions 2 to 5 (inclusive), for the purpose of Section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every 20 Shares be consolidated into 1 Share; and

• (b) every 20 Options be consolidated into 1 Option with the exercise price amended in inverse proportion to that ratio,

and where this consolidation results in a fraction of a Share or Option being held by a Shareholder or Option holder (as the case may be), the Directors be authorised to round that fraction up to the nearest whole Share or Option, with the consolidation taking effect on the date the resolution is passed and otherwise as described in the Explanatory Statement.”

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2. RESOLUTION 2 – ISSUE OF SHARES – MR RANKO MATIC

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

“That, subject to the passing of Resolutions 1 and 3 to 5 (inclusive), for the purposes of Section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue on a post-consolidation basis) up to up to 10,000,000 Shares at an issue price of 0.1 cent each to Mr Ranko Matic (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Ranko Matic (or his nominee) and any of his associates. However, 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.

3. RESOLUTION 3 – ISSUE OF SHARES – MR SIMON MACKINNON

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

“That, subject to the passing of Resolutions 1 to 3 (inclusive) and 5, for the purposes of Section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue (on a post-consolidation basis) up to 10,000,000 Shares at an issue price of 0.5 cents each to Mr Simon MacKinnon (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Simon MacKinnon (or his nominee) and any of his associates. However, 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.

4. RESOLUTION 4 – ISSUE OF SHARES – BILL OLIVER

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

“That, subject to the passing of Resolutions 1 to 3 (inclusive) and 5, for the purposes of Section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue (on a post-consolidation basis) up to 10,000,000 Shares at an issue price of 0.5 cents each to Mr Bill Oliver (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Bill Oliver (or his nominee) and any of his associates. However, 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.

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5. RESOLUTION 5 – ISSUE OF SHARES AND PROPONENT OPTIONS

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

“That, subject to the passing of Resolutions 1 to 4 (inclusive), for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to (on a postconsolidation basis):

• (a) up to 50,000,000 Shares at an issue price of not less than 0.1 cent each to the Proponent or its nominees to raise $50,000;

• (b) up to 150,000,000 Proponent Options for nil consideration to the Proponent or its nominees; and

• (c) up to 800,000,000 Shares at an issue price of not less than 0.5 cents each to raise $4,000,000,

on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : To the extent that the Directors take up Shares (as contemplated by Resolutions 2 to 4), the number of Shares issued in accordance with Resolution 5 will be reduced.

Voting Exclusion : The Company will disregard any votes cast on this Resolution 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 holder of ordinary securities, and any associates of those persons. However, 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.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO AUSTRAL-ASIA RESOURCES & INFRASTRUCTURAL INVESTMENTS PTY LTD

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

“That, subject to the passing of Resolutions 1 to 5 (inclusive), for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue (on a post-consolidation basis) up to 20,000,000 free Proponent Options to Austral-Asia Resources & Infrastructural Investments Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution 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 holder of ordinary securities, and any associates of those persons. However, 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.

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7. RESOLUTION 7 – RE-ELECTION OF DIRECTOR – RANKO MATIC

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

“That, subject to the passing of Resolutions 1 to 5 (inclusive), in accordance with the Company’s Constitution and for all other purposes, Mr Ranko Matic, being eligible, is re-elected as a Director.”

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – SIMON MACKINNON

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

“That, subject to the passing of Resolutions 1 to 5 (inclusive), in accordance with the Company’s Constitution and for all other purposes, Mr Simon MacKinnon, being eligible, is re-elected as a Director.”

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – BILL OLIVER

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

“That, subject to the passing of Resolutions 1 to 5 (inclusive), in accordance with the Company’s Constitution and for all other purposes, Mr Bill Oliver, being re-eligible, is elected as a Director.”

10. RESOLUTION 10 – ADOPTION OF NEW CONSTITUTION

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

“That, subject to the passing of Resolutions 1 to 5 (inclusive), in accordance with section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new Constitution in the form tabled at the Meeting.”

11. RESOLUTION 11 – REDUCTION OF CAPITAL

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

“ That, subject to the passing of resolutions 1 to 5 (inclusive), pursuant to section 256B and section 258F of the Corporations Act and for all other purposes, the capital of the Company be reduced by applying an amount of approximately $140 million, being a portion of the accumulated losses of the Company against the share capital and paid up options which is considered permanently lost. ”

DATED: 19 DECEMBER 2010

BY ORDER OF THE DEED ADMINISTRATORS

______ Mr Andrew Saker Joint and Several Deed Administrator

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the shareholders of View Resources Ltd (subject to Deed of Company Arrangement) ( View Resources or Company ) in connection with a General Meeting of the Company, by the Proponent referred to in Section 1.2 below.

The Administrator does not accept any responsibility for the contents of this statement, including the accuracy of any information included in the statement or failure to include any information in the statement.

In considering the resolutions, Shareholders must bear in mind the current financial circumstances of the Company. In this regard, Shareholders should note that separate reports have been made by the Administrator to creditors of the Company in accordance with the Corporations Act. The reports set out in detail the financial position of the Company, the actions and investigations taken by the Administrator, the reasons for the failure of the Company and the Administrator’s recommendations for the future of the Company.

If Resolutions 1 to 5 are passed and the proposed re-structuring set out in the recapitalisation proposal is completed, the Company will be in a position to seek the reinstatement of its Shares to official quotation on ASX. This reinstatement is, of course, subject to the discretion of ASX, however the Company has received confirmation from ASX that it will, subject to certain conditions, allow reinstatement of the Shares to official quotation.

If Shareholders reject the proposed restructuring the future of the Company is uncertain. A possibility is that the Company may be placed into liquidation. In this circumstance, it is likely that there would be no return to Shareholders.

1. OVERVIEW

1.1 Background

A general background and history in respect of the appointment of the Administrator is set out in the letter to Shareholders at the beginning of this Notice.

1.2 Overview of Administration process

On 8 February 2008, Mr Andrew Saker and Mr Darren Weaver ( Deed Administrators ) was appointed as the joint and several administrators to View Resources Ltd ( Company ) and its subsidiaries ( View Group ).

At the same time, the securities ( Shares ) of View were suspended from trading on the Australian Securities Exchange ( ASX ).

The assets of the View Group mainly comprise of the Company’s interests in View Gold Pty Ltd and View Nickel Pty Ltd.

A deed of company arrangement was subsequently entered into by the Company and the assets of View Gold Pty Ltd were sold (with the proceeds being paid to the secured creditor of the View Group).

The Deed Administrators subsequently called for proposals to recapitalise the Company with a view to seeking reinstatement to trading of its securities on ASX. The Deed Administrators have since accepted a proposal by Brijohn Nominees Pty Ltd ( Proponent ) for the restructuring and recapitalisation of the Company.

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On 20 December 2010, the Company and View Nickel Pty Ltd obtained the approval of their creditors to enter into a varied Deed of Company Arrangement ( DOCA ) so that all claims of creditors (secured and unsecured) against the Company and View Nickel Pty Ltd will be comprised and released following a cash payment to a creditors' trust.

1.3 Proposed Future Activities

Summary

On completion of the recapitalisation proposal, all of the current assets of the View Group (being the Joint Venture Interest) will remain with the group. The new board of directors of View Resources will be seeking to continue the joint venture operations, complete further regional exploration and also consider new resource project opportunities.

Joint Venture Interest

View Resources (through View Nickel Pty Ltd) has retained a 30% joint venture interest under the Carnilya Hill Joint Venture with Mincor Resources NL ( Joint Venture ). The tenements covered by the Joint Venture include in tenements M26/47, M26/48, M26/49 and M26/453. The Joint Venture has been in production for a number of years and the current mine plan forecasts that it will remain in production until the current resource is depleted (depending, of course, on the nickel price and successful mining techniques being implemented).

In the financial year ending 30 June 2010, the profit before tax of the Joint Venture was $18.7 million. The unaudited profit of the Joint Venture from 1 July 2010 to 31 October 2010 was $101,545.

Mincor Resources NL is the operator of the Joint Venture and has advised the Company that the Joint Venture is now in ‘harvest mode’. This means that the majority of mine development has been completed to access the remaining ore reserves and future mining operations will focus on extracting the ore available as a result of this mine development.

The ore from the Joint Venture is treated and acquired by BHP Billiton Nickel West Pty Ltd under an ore tolling and concentrate purchase agreement. Historical cash calls for the last few months, have been in the range of approximately $300,000 to $500,000 per month.

As at 30 June 2010, the Ore Reserves for the Carnilya Hill Joint Venture (as reported by Mincor) attributable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Ore Reserves) are as set out in the table below:

Proved	Proved	Probable	Probable		Total
Tonnes	Ni (%)	Tonnes	Ni (%)	Tonnes	Ni (%)	Total Ni tonnes
22,000	3.5	13,000	3.1	35,000	3.3	1,200

As at 30 June 2010, the Mineral Resource for the Carnilya Hill Joint Venture (as reported by Mincor) attritutable to the Company’s 30% interest (i.e. 30% of the total Carnilya Hill Mineral Resource) is as set out in the table below:

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Measured	Measured	Indicated	Indicated		Total
Tonnes	Ni (%)	Tonnes	Ni (%)	Tonnes	Ni (%)	Total Ni tonnes
21,000	5.0	42,000	3.5	63,000	4.0	2,500

The resources above are inclusive of reserves.

From 30 June 2010 to the end of October 2010, approximately 27,733 tonnes of nickel at an average grade of 2.7% have been mined from the project.

For further information on the Joint Venture, please refer to the website of Ferrier Hodgson http://www.ferrierhodgson.com/

The information in this document relating to Mineral Resources and Ore Reserves is taken from the Mincor Resources NL 2010 Annual Report. This information in this Public Report was compiled by employees of Mincor Resource NL who are Members of the Australasian Institute of Mining and Metallurgy and have sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that they are undertaking to qualify as a Competent Persons as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

The information has been reviewed by Mr Colwin Lloyd, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Lloyd is Principal Geologist of Geobase Australia Pty Ltd, consultants to View Resources. Mr Lloyd has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. He has consented to the inclusion of the information in this document in the form and context which it appears based on the information presented by Mincor Resources NL in publicly available documents.

Exploration

There has been limited exploration undertaken by the Joint Venture in the past 12 months and it is not known whether future exploration will delineate any further nickel mineralisation. The exploration conducted to date has been inclusive.

Other opportunities

In addition to the above, the new management team will actively seek out complementary and non-complementary assets, investments and businesses that will generate additional shareholder value.

1.4 Purpose of Capital Raisings

The purpose of the capital raisings is to:

• (a) make a payment to the Creditors’ Trusts;

• (b) provide funds to satisfy the future obligations of the Company in relation to the Joint Venture;

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• (c) provide funds for the review and acquisition of alternative/new projects; and

• (d) meet the administration costs of the Company and the expenses of the recapitalisation and reinstatement to trading on ASX.

Use of Funds – Expenditure Budget

An estimated budget is set out below.

Item	Amount
Cost of recapitalisation process	$80,000
Payment of re-listing expenses (estimated)	$140,000
Payment to Creditors’ Trusts	$2,125,000
Funds available for existing assets1	$1,300,000
Review and development of new projects	$200,000
Working capital	$205,000
Total	$4,050,000

1. These funds will be set aside to cover potential future cash calls under the Joint Venture (which may be for funding mining operations, future rehabilitation obligations, shut down costs for the mine and/or future exploration expenditure of the joint venture area).

The above table is a statement of current intentions as at the date of this Notice. Future events may alter the manner in which funds are applied.

Pro-forma Capital Structure

Event	Shares	Options
Currently on issue	439,055,260	2,125,000
Post consolidation (1:20)	21,952,763	106,2501
Issued to Proponent and/or its nominees	50,000,000	150,000,000
Issued to AARII	0	20,000,000
General Placement	800,000,000	0
Total	871,952,763	170,106,250

1. These Options will all be significantly “out of the money” after the consolidation.

1.5 Summary of the terms of the Recapitalisation Proposal and Deed of Company Arrangement

Set out below is a detailed summary of the recapitalisation proposal under the Recapitalisation Deed.

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Terms of the Recapitalisation Proposal

• (a) The Recapitalisation is conditional on the Company Shareholders approving Resolutions 1 to 5.

• (b) All liabilities, contingent liabilities, obligations, warranties and long term commitments of the Company capable of being released by a DOCA will be released and compromised by the DOCA.

• (c) The Company will undertake a consolidation of its issued capital as at the date of this Meeting on a twenty (20) for one (1) basis ( Consolidation ).

• (d) After the Consolidation, the Company will undertake the following capital raisings and issues of securities:

• (i) an issue of 50,000,000 Shares at an issue price of 0.1 cents each to the Proponent (or its nominees) to raise $50,000;

• (ii) an issue of 150,000,000 free Proponent Options exercisable at 1 cent each on or before 31 March 2014;

• (iii) an issue of up to and 800,000,000 Shares at an issue price of not less than 0.5 cents each to raise up to $4,000,000; and

• (iv) 20,000,000 free Proponent Options to Austral-Asia Resources & Infrastructural Investments Pty Ltd (or its nominees).

• (e) Of the funds referred to above, $2,125,000 will made available to the creditors of the Company and View Nickel Pty Ltd.

• (f) The Company will retain 100% of the shares in View Nickel Pty Ltd and hence will retain its 30% interest in the Carnilya Hill Joint Venture with Mincor Resources NL ( Joint Venture Interest ). The Company and View Nickel Pty Ltd will retain the benefit (and be responsible for any obligations) of mining operations in relation to the Carnilya Hill Joint Venture from 1 November 2010.

• (g) Following completion of all of the matters set out above, the DOCA will be terminated and the Company will seek reinstatement of its Shares to trading on ASX.

Proposed Directors

By way of background, detailed information in respect of the proposed directors is outlined below.

Ranko Matic – Non-Executive Chairman

Mr Matic is a Chartered Accountant with over 20 years experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. Mr Matic has considerable experience in a range of industries with particular exposure to public listed companies and large private enterprises. Mr Matic is a Director of a Chartered Accounting firm and a Corporate Advisory company based in West Perth and has specialist expertise and exposure in the areas of audit, corporate services, due diligence, mergers & acquisitions, and valuations. Through these positions Mr Matic has been involved in an advisory capacity to over 35 initial public offerings on the ASX in the last 8 years. Mr Matic has also acted as CFO and company secretary for companies in

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the public listed and private sectors and currently holds the positions of nonexecutive director and company secretary for East Energy Resources Limited and company secretary for Accent Resources NL, Golden State Resources Limited and White Canyon Uranium Limited.

Simon MacKinnon – Non-Executive Director

Mr MacKinnon is a qualified Chartered Accountant who has worked in various banking and corporate roles across Australia and Europe.

After graduating from University of Western Australia with a Bachelor of Commerce (Finance and Accounting) he worked with KPMG Corporate Finance before moving to London where he gained extensive M&A and Corporate Finance experience in the UK market. A position as Director - Business Development and Strategy with a FTSE listed mining company provided significant corporate, strategic and operational exposure. On returning to Australia, Mr MacKinnon has developed strong trade relationships with across Australia, China and India in the servicing of the Australian resource sector.

Bill Oliver – Non-Executive Director

Mr Oliver has 12 years’ experience in the international resources industry working for both major and junior companies. He holds an honours degree in Geology from the University of Western Australia as well as a post-graduate diploma in finance and investment from FINSIA. Mr Oliver has led large scale resource definition projects for Rio Tinto and previously worked in near mine exploration/resource definition roles for New Hampton Goldfields and Harmony Gold. He managed exploration in Portugal for Iberian Resources Limited including target generation and grassroots exploration across a range of commodities. More recent roles include Exploration Manager for Bellamel Mining and BC Iron and he is currently Managing Director of Signature Metals (ASX:SBL). He has wide-ranging exploration experience including expertise in near-mine exploration/resource extension and resource definition as well as significant experience in the technical and economic evaluation of resources projects.

1.6 Who is the Proponent

The Proponent is an entity controlled by Damian Black. Mr Black is an investment adviser at CPS Securities (a Perth based stockbroking firm).

1.7 Deed of Company Arrangement

The Company and View Nickel Pty Ltd sought creditor approval to accept the recapitalisation proposal put forward by the Proponent. Creditor approval was obtained on 20 December 2010.

Settlement and effectuation of the DOCAs will not occur unless Shareholders approve Resolutions 1 to 5 set out in the Notice. If Shareholders do not do so, the Company may be wound up.

1.8 ASX Listing

ASX has advised the Company that upon completion of the capital raising contemplated by Resolutions 2 to 5 (inclusive) and the satisfaction of various other conditions, the suspension of trading on the Company’s shares will be lifted.

Other than completion of the capital raising, the main outstanding condition is completing all outstanding financial reports.

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1.9 Balance Sheet

Set out in Schedule 2 is an historical balance sheet for the Company together with a pro-forma showing the effects of the transactions contemplated by this Notice of Meeting.

1.10 Conclusion

The resolutions set out in the Notice are important and affect the future of the Company. Shareholders are therefore urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

2. RESOLUTION 1 – CONSOLIDATION OF CAPITAL

Shareholder approval is sought to consolidate the number of Shares on issue on a twenty (20) for one (1) basis.

Shareholder approval is required pursuant to Section 254H of the Corporations Act.

2.1 Corporations Act

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.

In the event that Resolution 1 is approved, the number of Shares on issue will be reduced from 439,055,260 to approximately 21,952,763 and the number of Options on issue will be reduced from 2,125,000 to approximately 106,250. The exercise price of the Options will also increase by a multiple of 20.

As from the effective date of the Resolution (being the date of the General Meeting), all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of post-Consolidation Shares. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders.

The effect of the Consolidation and the Resolutions contained within the Notice is set out in section 1.3 of this Explanatory Statement.

2.2 Fractional Entitlements and Taxation

Not all Shareholders will hold that number of Shares which can be evenly divided by 20. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.

It is not considered that any taxation consequences will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation and none of the Company, the Administrator or the Company’s advisers accepts any responsibility for the individual taxation consequences arising from the Consolidation.

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2.3 Timetable

The indicative timetable for the Consolidation is as follows:

	Event		Date
	General Meeting to approve transaction		24 January 2011
	Notification to ASX of results of General Meeting		24 January 2011
	Trading on a deferred settlement basis*		27 January 2011
	Last day to register transfers on a pre- reorganisation basis		2 February 2011
	First day for Company to send notice to Shareholders of change of holdings as a result of reorganisation First day for Company to register securities on a post-reorganisation basis and for issue of holding statements		3 February 2011
	Despatch date Deferred settlement market ends Last day for securities to be entered into the holders’ security holdings and for Company to send notice to each security holder		9 February 2011

• The Company’s securities are currently suspended from trading. As such, deferred settlement trading will not occur.

3. RESOLUTIONS 2, 3 AND 4 – ISSUE OF SHARES TO RELATED PARTIES

3.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of up to 10,000,000 Shares at an issue price of 0.5 cents each to each of Ranko Matic, Bill Oliver and Simon MacKinnon (the Related Parties ).

Resolutions 2 to 4 allow the Related Parties to participate in the issues of securities contemplated by Resolution 5.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Messrs Matic, MacKinnon and Oliver are “related parties” under the Listing Rules because are directors of the Company.

Messrs Matic, MacKinnon and Oliver are considered to be arm’s length because they are participating in a substantial capital raising at the same price being offered to the general public.

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3.2 Shareholder Approval (Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares under Resolutions 2, 3 and 4:

• (a) the related parties are Messrs Matic, MacKinnon and Oliver and they are related parties by virtue of being directors of the Company;

• (b) the maximum number of Shares to be issued to the Related Parties is:

$0.005 Allottee Shares Ranko Matic 10,000,000 Simon MacKinnon 10,000,000 Bill Oliver 10,000,000

• (c) the Shares and Proponent Options will be issued on or about settlement under the DOCA. However, all of the Shares and Proponent Options will be issued to the Related Parties within one month after the date of the Meeting (or such longer period permitted by ASX);

• (d) the Shares issued will rank equally with the existing Shares on issue;

• (e) none of the Related Parties have any interest in securities of the Company as at the date of this Notice;

• (f) no remuneration or other emoluments have been paid to any of the Related Parties over the past 12 months. It is proposed that the Related Parties will each be paid fees of up $3,500 each per month after settlement of the recapitalisation proposal;

• (g) the Company’s Shares have not traded on ASX since 8 February 2008. Accordingly, there is no current share trading data on the Company;

• (h) the funds raised from the Shares will be used for the purposes set out in section 1.4 of this Explanatory Statement; and

• (i) as the Company has been placed into administration, the existing Directors do not have authority to make a recommendation to Shareholders in relation to these Resolutions.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares and Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares and Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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4. RESOLUTION 5 – ISSUE OF SHARES AND OPTIONS

4.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up to:

• (a) 50,000,000 Shares at an issue price of not less than 0.1 cent each to the Proponent (or its nominees) to raise $50,000;

• (b) 150,000,000 free Proponent Options exercisable at 1 cent each on or before 31 March 2014; and

• (c) 800,000,000 Shares at an issue price of not less than 0.5 cent each to raise up to $4,000,000.

The number of securities issued in accordance with Resolution 5 will be reduced to the extent that the Related Parties participate in the issues referred to above (as contemplated by Resolutions 2, 3 and 4).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 5 will be to allow the Directors to issue the Shares and Proponent Options during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Shareholder Approval (ASX Listing Rule 7.1)

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of Shares and Proponent Options under Resolution 5:

• (a) the maximum number of Shares and Options to be issued is:

• (i) 50,000,000 Shares at an issue price of not less than 0.1 cent each to raise $50,000;

• (ii) 150,000,000 free Proponent Options; and

• (iii) 800,000,000 Shares at an issue price of not less than 0.5 cent each to raise up to $4,000,000;

• (b) other than the Shares to be issued to the Related Parties under Resolutions 2, 3 and 4 (which will be issued within one month of the date of the Meeting or such longer period permitted by ASX), all of the Shares and Proponent Options will be issued within three months after the date of the Meeting;

• (c) other than the Shares to be issued to the Related Parties under Resolutions 2, 3 and 4, the Shares and Proponent Options will be issued to parties nominated by the Proponent, the details of which are not known as at the date of this Notice. Any third party that will be issued Shares or Proponent Options will not be a related party of the

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Company, must be approved by the Proponent and, following the issue of Shares to the third party, their voting power in the Company must not exceed 20%. The Proponent intends to use the services of CPS Securities to assist it with the capital raising;

• (d)

the Shares issued will rank equally with the existing Shares on issue;

• (e) the Proponent Options will be issued on the terms and conditions set out in Schedule 1 to this Explanatory Statement; and

• (f) the funds raised from the issue of Shares will be used for the purposes set out in section 1.4 of this Explanatory Statement.

5. RESOLUTION 6 – ISSUE OF OPTIONS TO AUSTRAL-ASIA RESOURCES & INFRASTRUCTURAL INVESTMENTS PTY LTD

5.1 General

Under the terms of the Recapitalisation, it is proposed that 20,000,000 Proponent Options will be issued to Austral-Asia Resources & Infrastructural Investments Pty Ltd (or its nominees) ( AARII ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 6 will be to allow the Directors to issue the Proponent Options during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Shareholder Approval (ASX Listing Rule 7.1)

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of Shares and Proponent Options under Resolution 6:

• (a) the maximum number of Proponent Options to be issued is 20,000,000;

• (b) the Proponent Options will be issued within three months after the date of the Meeting and it is anticipated they will be issued on one date;

• (c) the Proponent Options will be issued to AARII (or its nominees);

• (d) the Proponent Options will be issued on the terms and conditions set out in Schedule 1 to this Explanatory Statement; and

• (e) no the funds will be raised from the issue of Proponent Options as they will be issued in consideration for AARII assisting with implementation of the Recapitalisation.

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6. RESOLUTIONS 7 TO 9 – RE-ELECTION OF DIRECTORS

Resolutions 7 to 9 seek approval for the re-election of Ranko Matic, Simon MacKinnon and Bill Oliver as directors of the Company.

Each of these persons were appointed as directors on or about 21 December 2010 and therefore must stand for re-election at the next general meeting of the Company.

Background information on each of these persons is set out in Section 1.5 above.

7. RESOLUTION 10 – ADOPTION OF NEW CONSTITUTION

Resolution 10 seeks shareholder approval to adopt a new Constitution.

The new Board is seeking to adopt a new Constitution to ensure that the latest amendments to the Corporations Act are appropriately incorporated.

A copy of the new Constitution is available on request.

8. RESOLUTION 11 – REDUCTION OF CAPITAL

Resolution 11 seeks Shareholder approval to reduce the share capital of the Company pursuant to sections 256B of the Corporations Act by a portion of the accumulated losses of the Company, being approximately $140 million.

The purpose of the reduction of capital is to reduce the amount of capital on issue where the value has been permanently lost or not represented by available assets, provided that the Company does not cancel any Shares.

The Company proposes to effect a reduction of Capital by debiting the Company’s capital account by the amount of the Company’s accumulated losses, being approximately $140 million. Under this reduction of capital the Company will not be returning any capital to Shareholders or cancelling any Shares. It will essentially be an accounting entry which will take immediate effect from the passing of Resolution 11. The reduction of capital does and will not materially prejudice the Company’s ability to pay any creditors, has no direct negative impact on Shareholders (or their shareholding), is not selective between Shareholders and will not affect the number of fully paid shares on issue in the Company. The Company does not have any partly paid shares or convertible securities on issue which may be affected by the reduction of capital. Additionally, the reduction of capital will not affect the rights of existing Option holders.

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GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited, or the Australian Securities Exchange (as the context requires).

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

Board means the board of directors of the Company.

Capital Raising means the Company’s offer of Shares with an issue price of 0.5 cents each under a prospectus to raise up to $4,000,000.

Company and View Resources means View Resources Ltd (subject to Deed of Company Arrangement) (ACN 009 162 949).

Administrators or Deed Administrators means Andrew Saker and Darren Weaver of Ferrier Hodgson, Perth, Western Australia.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Creditors’ Trusts means the creditors’ trust established in relation to the Company and View Nickel Pty Ltd to administer the assets made available for distribution to creditors.

Directors means the current directors of the Company.

Explanatory Statement means the Explanatory Statement accompanying the Notice of Meeting.

Meeting or General Meeting means the meeting convened by the Notice.

New Director means a director appointed to the Company post Recapitalisation.

Notice means the Notice of Meeting.

Option means an option to acquire a Share.

Optionholder means the holder of an Option.

Proponent Options means Options on the terms set out in Schedule 1.

Recapitalisation means the recapitalisation proposed by the Recapitalisation Deed, as summarised in the Explanatory Statement.

Recapitalisation Deed means the recapitalisation deed proposed to be entered into between the Company, View Nickel Pty Ltd, the Deed Administrators, the Proponent and Austral-Asia Resources & Infrastructural Investments Pty Ltd in or around December 2010.

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

Shareholder means the holder of a Share.

Proponent means Brijohn Nominees Pty Ltd.

WST means Western Standard Time.

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SCHEDULE 1 – TERMS AND CONDITIONS OF PROPONENT OPTIONS

Terms and conditions of Options

The terms and conditions attaching to the Options are set out below:

1. Each option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 1 cent ( Exercise Price ).

2. The Options are exercisable at any time on or before 5.00pm Western Standard Time on 31 March 2014 ( Expiry Date ). Options may only be exercised in multiples of 1,000. Any Options not exercised by the Expiry Date shall lapse.

3. Options may not be exercised if the effect of such exercise and subsequent allotment of the Shares would be to create a holding of less than a marketable parcel of Shares unless the allottee is already a shareholder of The Company at the time of exercise.

4. Exercise of the Option is effected by completing a notice of exercise of option and delivering it to the registered office of the Company together with payment of 1 cent per Option exercised.

5. The Options are freely transferable.

6. All Shares issued upon exercise of the Options and payment of the Exercise Price will rank equally in all respects with The Company’s then existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three days of the issue of the Shares.

7. A certificate will not be issued for the Options and an uncertificated holding statement will be provided.

8. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new entitlement issues of capital offered to shareholders during the currency of the Options.

9. If the Company undertakes a pro-rata issue (except a bonus issue), the exercise price of an Option may be adjusted in accordance with ASX Listing Rule 6.22.2.

10. In the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of the Company prior to the Expiry Date, the number of Options which each holder is entitled or the Exercise Price of the Options or both will be reconstructed as appropriate in a manner which is in accordance with the Listing Rules and will not result in any benefits being conferred on Option holders which are not conferred on shareholders, subject to such provision with respect to the rounding of entitlements as may be sanctioned by the meeting of shareholders approving the reconstruction of capital, but in all other respects the terms of exercise of the Options will remain unchanged. The rights of an Option holder may be changed to comply with the Listing rules applying to a reorganisation of capital at the time of the reconstruction.

11. Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the exercise price in respect of the Options exercised.

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SCHEDULE 2 – BALANCE SHEET

Current Assets Cash at bank 1 Trade and other receivables 3 Total Current Assets Non Current Assets 30% Interest in CHJV 2 Total Non Current Assets Total Assets Current Liabilities Trade and other payables 3 Secured debt payable 3 Total Current Liabilities Non Current Liabilities Pre-Appointment trade and other creditors 3 Total Non Current Liabilities Total Liabilities Net (Liabilities)/ Assets Net Equity Note 1: Cash at bank Cash received from Proponent (or nominees) Cash received from Prospectus Payment to creditors trust Payment for reconstruction & prospectus costs Cash following proposal	Pre-Reconstruction Unaudited Consolidated Pro-Forma at 30 November 2010 3,924,958 1,843,635	Post-Reconstruction Unaudited Consolidated Pro-Forma at 30 November 2010 1,705,000 -
	5,768,593	1,705,000
	-	1,200,000
	-	1,200,000
	5,768,593	2,905,000
	663,519 7,597,499	- -
	8,261,018	-
	35,469,256	-
	35,469,259	-
	43,730,277	-
	(37,961,684)	2,905,000
	(37,961,684)	2,905,000
		Post-Reconstruction 50,000 4,000,000 (2,125,000) (220,000)
		1,705,000

Note 2: Non Current Assets

The value of the 30% interest in the Carnilya Hill Joint Venture with Mincor Resources NL was ascribed a value of $1,200,000 by the directors.

Note 3: Liabilities

All current assets, current and non current liabilities have been transferred to the Creditors’ Trusts or extinguished by the terms of the Deeds of Company Arrangement and as such the balances of liabilities is nil post reconstruction.

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PROXY FORM

VIEW RESOURCES LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN 009 162 949

I/We

of being a member of View Resources Ltd entitled to attend and vote at the General Meeting, hereby Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10am (WST) on 24 January 2011 at Ferrier Hodgson, Level 26, Bank West Tower, 108 St George's Terrace, Perth WA 6000, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2 to 6 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to 6 and that votes cast by the Chair of the General Meeting for Resolutions 2 to 6 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 2 to 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 to 6.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution	1	Consolidation of Capital
Resolution	2	Issue of Shares – Ranko Matic
Resolution	3	Issue of Shares – Simon MacKinnon
Resolution	4	Issue of Shares - Bill Oliver
Resolution	5	Issue of Shares and Proponent Options
Resolution	6	Issue of Shares to AARII
Resolution	7	Re-election of Director – Ranko Matic
Resolution	8	Re-election of Director – Simon MacKinnon
Resolution	9	Re-election of Director – Bill Oliver
Resolution	10	Adoption of New Constitution
Resolution	11	Reduction of Capital

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

If more than one proxy is being appointed, the proportion of voting rights this proxy represents is %

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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VIEW RESOURCES LTD ACN 009 162 949

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

1. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (c) post to c:/ Ferrier Hodgson, Level 26, Bank West Tower, 108 St George's Terrace, Perth WA 6000; or

• (b) facsimile to the Company on facsimile number +61 8 9322 1262,

so that it is received not later than 10am am (WST) on 22 January 2011.

Proxy forms received later than this time will be invalid.

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