Celsius Resources Limited - Proxy Solicitation & Information Statement 2012

VIEW RESOURCES LIMITED (TO BE RENAMED “CELSIUS COAL LIMITED”) ACN 009 162 949

NOTICE OF GENERAL MEETING

TIME : 10:00am (WST)] DATE : Thursday, 4 October 2012 PLACE : Level 1, 12 Kings Park Road West Perth, Western Australia

The Directors believe the proposed change of activities is in the best interests of Shareholders and recommend that Shareholders vote in favour of all Resolutions set out in this Notice of Meeting.

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9226 4500.

CONTENTS PAGE
Critical Dates	2
Letter to Shareholders	5
Business of the Meeting (setting out the proposed resolutions)	6
Explanatory Statement (explaining the proposed resolutions)	13
Glossary	49
Schedule 1 – Summary of Employee Option Plan	51
Schedule 2 – Summary of Performance Rights Plan	53
Schedule 3 – Terms and Conditions of Related Party Options	56
Schedule 4 – Valuation of Options	61
Schedule 5 – Valuation of Performance Rights	62
Schedule 6 – Terms and Conditions of Performance Shares	63
Schedule 7 – Pro-forma Balance Sheet	72
Proxy Form	73

CRITICAL DATES*

Event	Date
Announcement of execution of Farm-in Agreement	18 June 2012
Dispatch Notice of Meeting	28 August 2012
General Meeting	4 October 2012
Settlement of Acquisition	8 October 2012

This timetable is indicative only and subject to change. The Directors of View Resources Limited reserve the right to amend the timetable.

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am WST on Thursday, 4 October 2012 at Level 1, 12 Kings Park Road, West Perth, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00 pm (WST) on 2 October 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and

a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
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; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

LETTER TO SHAREHOLDERS

Dear Shareholder

I have the pleasure of presenting an exciting opportunity which promises the potential of significant future growth for View Resources Limited (the Company or View ) (to be renamed “Celsius Coal Limited”).

As announced in March this year, View successfully expanded its activities from that of a nickel explorer with interests in Western Australia, to include coal exploration and development through the acquisition of a 90% interest in two prospective coal projects based in southern Kyrgyzstan (being the Sary-Mogol and Bel-Alma Licences).

Further to its recent focus in coal exploration, and as announced on 18 June 2012, View has negotiated an agreement to acquire an 80% interest in three additional prospective coking and thermal coal assets located in the Uzgen coal basin in Kyrgyzstan (being the Tuyuk-Kargasha, Kokkia and Min-Teke licences) (together the Tenements ) ( Project ), via the acquisition of 80% of the shares in a Hong Kong based company, Kokkia Coal Limited ( Acquisition ).

The Tenements cover a total land area of 9,763Ha (97.63km[2)] and are located within 100km of existing railway and in close proximity to the proposed Trans-Asia Railway, which is planned to link China, Kyrgyzstan and Uzbekistan. All of the licence areas are underlain by Jurassic sediments, the principal host of coal mineralisation in Kyrgyzstan. The Company has derived a global Exploration Target for the Project of between 500 and 700 million tonnes of coal based on historical exploration (including drilling).[1] Full details of the Project are set out in Section 1.5 of this Notice.

Please note that there has been insufficient work done on the Project to define a resource to a JORC standard as historical reporting was previously given under the Russian classification system. The first priority of the Company will be to undertake a comprehensive exploration program on the Project within the coming weeks to define a JORC compliant resource.

The Acquisition is subject to the satisfaction of a number of conditions precedent, including Shareholder approval which is being sought at the General Meeting which is the subject of this Notice of General Meeting ( Notice ). I ask that you read the Notice and attached Explanatory Statement carefully, including the associated risks, advantages and disadvantages of the transaction.

The size of the proposed Acquisition and resultant change in the scale of the Company’s main undertaking represent a significant change in the Company’s activities.

Your Board believes that not only will the Project provide the potential to generate significant organic growth for the Company, it will also compliment the Company’s already existing Kyrgyzstan assets and strengthen it prominence in the region.

Yours sincerely

Peter O’Malley Non-Executive Chairman

1 Note, the potential quantity is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE IN SCALE OF ACTIVITIES

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, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the scale of its activities as described in the Explanatory Statement accompanying this Notice.”

Short Explanation: If successful, the Acquisition will result in the Company acquiring additional interests in coal assets located in Kyrgyzstan through an 80% interest in Kokkia Coal Limited ( Kokkia ). ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the scale of its activities. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

2. RESOLUTION 2 – RATIFICATION OF TRANCHE 1 SHARES ISSUED UNDER CAPITAL RAISING

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, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 95,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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.

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF TRANCHE 2 SHARES UNDER CAPITAL RAISING

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, 2, 4 and 5, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 105,000,000 Shares, on the terms and conditions set out in the Explanatory Statement.”

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.

4. RESOLUTION 4 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

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

“That for the purposes of Section 246B of the Corporations Act, the Company’s Constitution and for all other purposes, the Company is authorised to issue Performance Shares 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, if the Resolution is passed 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.

5. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES AND PERFORMANCE SHARES TO THE VENDORS

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 above, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 500,000,000 Shares and 900,000,000 Performance Shares to the shareholders of Kokkia Coal Limited (or their nominees) on a pro rata basis, as consideration for the acquisition of 80% of the issued share capital of Kokkia Coal Limited, on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : In part consideration for the Acquisition, the Company has agreed to issue to the Kokkia shareholders (or their nominees) 500,000,000 Shares and 900,000,000 Performance Shares pro-rata to their existing holdings. The Company seeks shareholder approval for the issue of the Shares and Performance Shares in accordance with ASX Listing Rule 7.1.

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, if the Resolution is passed 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 – CHANGE OF COMPANY NAME

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 above, for the purpose of Section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Celsius Coal Limited .”

Short Explanation : The Company proposes to change its name to more accurately reflect the proposed future activities of the Company, subject to the Acquisition proceeding.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – MR PETER O’MALLEY

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

"That, in accordance with clause 13.4 of the Constitution, and for all other purposes, approval is given for the re-election of Mr Peter O’Malley as a director of the Company, effective immediately.”

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – MR GRANT THOMAS

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

"That, in accordance with clause 13.4 of the Constitution, and for all other purposes, approval is given for the re-election of Mr Grant Thomas as a director of the Company, effective immediately.”

10. RESOLUTION 10 – ADOPTION OF EMPLOYEE OPTION 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 ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an Employee Option Plan and to issue securities under that plan 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 Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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.

11. RESOLUTION 11 - ADOPTION OF PERFORMANCE RIGHTS 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 ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given to adopt a Performance Rights Plan and to issue securities under that plan on the terms and conditions summarised in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive plan in relation to the Company) and any associate of that person. 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.

12. RESOLUTION 12 – ISSUE OF OPTIONS TO KENOSIS CAPITAL PARTNERS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 50,000,000 Class B Options to Kenosis Capital Partners (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Peter O’Malley (or his nominees) 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

13. RESOLUTION 13 – ISSUE OF OPTIONS TO PETER O’MALLEY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 50,000,000 Class A Options to Mr Peter O’Malley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Peter O’Malley (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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

14. RESOLUTION 14 – ISSUE OF OPTIONS TO GRANT THOMAS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 25,000,000 Class A Options to Mr Grant Thomas (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Grant Thomas (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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

15. RESOLUTION 15 – ISSUE OF OPTIONS TO BILL OLIVER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 5,000,000 Class A Options to Bill Oliver (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

16. RESOLUTION 16 – ISSUE OF PERFORMANCE RIGHTS TO MR PETER O’MALLEY

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 Resolution 11, for the purposes of ASX Listing Rule 10.14 and 208 of the Corporations Act and for all other purposes, approval is given for the Directors to grant 7,500,000 Performance Rights to Mr Peter O’Malley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director (except those who are ineligible to participate in any employee incentive scheme in relation to the Company) 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

17. RESOLUTION 17 – ISSUE OF SECURITIES TO CPS SECURITES

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 above, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 15,000,000 Shares and 27,000,000 Performance Shares to Cunningham Peterson Sharbanee Securities Pty Ltd (or its nominees), on the terms and conditions set out in the Explanatory Statement.”

DATED: 28 AUGUST 2012

BY ORDER OF THE BOARD

RANKO MATIC COMPANY SECRETARY

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. OVERVIEW OF CHANGE OF SCALE OF ACTIVITIES

1.1 General

View Resources Limited ( View or the Company ) is a public company listed on the official list of the ASX (ASX code: VRE) and is predominantly concerned with:

(a) the acquisition, exploration, evaluation and exploitation of nickel deposits and the exploration of prospective nickel tenements in Western Australia;
(b) the acquisition, exploration, evaluation and exploitation of coal deposits and the exploration of prospective coal tenements in Kyrgyzstan; and
(c) the pursuit of other resource projects by way of acquisition or investment, not only in Australia and Kyrgyzstan, but elsewhere in the world, with the hope of subsequently developing mining operations on those projects.

The Company has had a significant operating history and has been listed on the ASX for a number of years. From the beginning of 2008, the Company underwent a period of external administration until it was eventually recapitalised in February of 2011 (with reinstatement to trading occurring a short time thereafter).

The Company has been actively and continuously seeking to identify and evaluate potential new mineral projects and opportunities in Australia and overseas suitable for acquisition and development by the Company.

1.2 WA Interests

The Company (through View Nickel Pty Ltd) owns a 30% interest in the Carnilya Hill joint venture ( Carnilya Hill JV ) located in Western Australia with Mincor Resources NL ( Mincor ). The tenements covered by the Carnilya Hill JV include tenements M26/47, M26/48, M26/49 and M26/453 and are predominantly prospective for nickel. The Carnilya Hill JV has been in production for a number of years with Mincor acting as operator.

As announced in April this year, mining has now ceased at Carnilya Hill and both parties are in the process of winding down their operations. Despite this, it intended that exploration will still continue under the Carnilya Hill JV, with Mincor remaining as operator.

In addition, the Company has recently been granted tenement E39/1641 and has further applied for tenement E39/1684, both of which are located in the Eastern Goldfields region of Western Australia and are prospective for nickel mineralisation.

The Company intends to continue to explore its nickel assets in accordance with its prior stated objectives to the ASX.

1.3 Kyrgyzstan Interests

View recently expanded its interests through the acquisition of 100% of Oshpur Limited ( Oshpur ), a company which holds a 90% interest in two prospective coal projects, Sary-Mogol and Bel-Alma, located in southern Kyrgyzstan.

The Sary-Mogol project has a development/production licence that is valid until 28 July 2016. The production licence at the Sary-Mogol project covers the area of previous mining activity and is an area of 8 hectares in size. The previous owners of the project were producing and selling thermal coal from an open cut mine.

The Bel-Alma project has an exploration licence and works agreement which are both valid until 26 July 2013. The Bel-Alma project is potentially a large tonnage, high quality thermal coal project. The total licence area is 278 hectares.

Although the Company was not required to re-comply with Chapters 1 and 2 of the ASX Listing Rules in relation to acquiring Oshpur, it was an ASX condition to the transaction that the Company release a full form prospectus as part of its capital raising. Completion of the acquisition occurred on 12 March 2012 and the capital raising ($1,500,000) on 28 March 2012.

Please refer to the Company’s March 2012 Quarterly Report for a detailed summary of the status of its current interests in both WA and Kyrgyzstan.

The Company has continued to evaluate a number of opportunities to acquire coal projects both in Kyrgyzstan and surrounding areas, as identified in both its recent prospectus and in subsequent announcements to date.

1.4 Background to Change of Scale of Activities

As announced on 18 June 2012, the Company has entered into a conditional agreement ( Farm-in Agreement ) to acquire up to 80% of the issued share capital of Kokkia Coal Limited ( Kokkia ), a company incorporated and domiciled in Hong Kong, which in turn holds a 100% interest in three prospective coal tenements located in the Uzgen Coal basin in Kyrgyzstan (being, TuyukKargasha, Kokkia and Min-Teke) (collectively the Tenements ) ( Project ).

The interest is held via Kokkia’s 100% ownership of two Kyrgyzstan entities, PanjSher Ank Ltd ( PSA ) and Baidamar Ltd ( Baidamar ), which together hold the Tenements.

The Company believes the Acquisition of the Tenements will compliment the Company’s existing Kyrgyzstan assets and strengthen the Company’s prominence in the region. As a result, the transaction will constitute a change in the scale of the Company’s activities under ASX Listing Rule 11.

ASX has advised the Company that completion of the transaction will require shareholder approval in accordance with ASX Listing Rule 11.1.2, but the Company will not be required to re-comply with the listing requirements in Chapters 1 and 2 of the ASX Listing Rules.

Accordingly, Resolution 1 seeks approval from Shareholders for a change in the scale of the activities of the Company for the acquisition of three additional coal assets located in Kyrgyzstan.

Information considered material to Shareholders’ decision on whether to pass Resolution 1 is set out in the Explanatory Statement, and Shareholders are advised to read this information carefully.

The Board of View considers the proposed acquisition to be an important step in achieving its key objectives:

(a) to identify and acquire coal projects that have the potential to host internationally significant deposits with exposure to both metallurgical and thermal coal;
(b) rapidly transition projects through exploration into development, defining resources that can underpin medium to large scale modern production; and
(c) establish and maintain strong relationships with the Kyrgyzstan government, community, industry and other stakeholders, as well as with government and industry in neighbouring countries, to facilitate View becoming a major supplier of coal to central Asian countries and north/western China.

Figure 1. Location of View and Kokkia Projects, Kyrgyzstan

==> picture [419 x 221] intentionally omitted <==

1.5 The Project

Kokkia controls 100% of three adjacent coal assets (Tuyuk-Kargasha, Kokkia and Min-Teke) located in the northwestern portion of the Uzgen coal basin in Kyrgyzstan (see Figure 1). Almost all of the licence areas are underlain by Jurassic sediments, the principal host of coal mineralisation in Kyrgyzstan (refer to Figure 2). The coal bearing formation (the Tuyuk formation) occurs near the base of the Jurassic sedimentary sequence and outcrops in the north of the Project area. The Jurassic sequence dips to the southwest at between 5 and 30 degrees (based on outcrop mapping compiled by Kokkia), with post-depositional folding creating gentle undulations in the layers (refer to Figure 3).

Key Highlights include:

All three tenements are adjacent; the Tuyuk-Kargasha and Kokkia tenements are contiguous.

Outcropping coal can be found across all licenses, along with several small scale adits and open pits.
The coal bearing formation is up to 250m thick.
The formation contains around 50 layers of coal with individual layers up to 8.7m thick. These layers have been grouped into 4 main groups/seams.
Interbedded waste layers are on the order of 0.1-0.3m thick.
Four prospects (the Prospects ) have been delineated within the Tenements – Kargasha, Tuyuk, Kokkia and Min-Teke (Figure 2).

Insufficient work has been undertaken on the Prospects to define a JORC compliant resource for any of them. However, the first priority of the Company will be to undertake an exploration program including geological mapping and core drilling on the Project which, if successful, may result in the definition of a JORC compliant resource for one or more of the Prospects contained within the Tenements.

The Company anticipates that it will be able to complete its first phase drilling programme on the Tenements during July to September 2012. This drilling programme will also provide important detail on the quality of the coal present at the Project and validate the extensive drilling results from Soviet era exploration programmes.

The Company has derived a global Exploration Target for the Project of between 500 and 700 million tonnes of coal.[ 2] This Exploration Target is based on Exploration Targets for the Prospects as shown in Table 1 and detailed in Section 1.9. The Exploration Target is based on the results of historical exploration (including drilling) carried out between 1947 and 1953 which is reported in Kashirin, Ibraimov and Karabalaev (1975)[3] and led to the estimation of nonJORC compliant coal resources within the Project.

While non-JORC compliant resources have been previously estimated at the Prospects it should be noted that there has been insufficient exploration to define a Mineral Resource which complies with the JORC code, and it is uncertain if further exploration will result in the determination of a Mineral Resource. The potential quantity of coal presented in this Exploration Target is conceptual in nature.

Table 1: Exploration Targets for the Kargasha, Tuyuk, Kokkia and Min-Teke Prospects

Prospect	Exploration Target (millions of tonnes of coal)
Kargasha	115 – 140
Tuyuk	267 – 335
Kokkia	114 – 198

2 Note, the potential quantity is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource

3 Kashirin F.T., Ibraimov I.M. Karabalaev K.K., 1975. Uzgen Coal Basin. llim, Frunze, 167 pp

Min-Teke	5 – 27
Total	501 - 700

Tuyuk-Kargasha

The Tuyuk-Kargasha tenement covers 8,000 hectares. The main coal layers are grouped into four groups, but the thickness of the individual coal layers increases from the southern part of the Prospects to the north part of the Prospects. The Tuyuk tenement has 9 main coal seams for a total combined thickness of 8.3m and the Kargasha tenement has 14 main seams for a total combined thickness of 15.3m, while individual seams are up to 8.7m thick in places (based on historical drilling intersections and adit mapping).

Drilling on the Tuyuk-Kargasha tenements was completed in Soviet era period during 1947-1953. A total of 60 cored drillholes for 28,920m were drilled in addition to approximately 15,000 metres of trenching and adits. Based on this exploration, a non-JORC compliant coal resource was estimated on the tenement. The Company intends to access the historical work to both assist in the planning of its drilling programmes but also to incorporate the data (if validated) in the estimation of a JORC Code compliant resource (should exploration be successful).

The Company will also carry out drilling to both validate and confirm the historical drilling intersections as well as to test for extensions to the coal layers outside the area previously drilled. A substantial amount of the Tuyuk-Kargasha tenement has not been drilled, even though the entire tenement is underlain by Jurassic sediments.

Kashirin, Ibraimov and Karabalaev (1975) state that the coal contained in the Tuyuk and Kargasha Prospect is bituminous coking coal with typical coal quality characteristics as follows (based on drilling and adit sampling):

Ash: 3 to 9%;
Water: 0.9 to 5.6%;
Sulphur: 0.4 to 0.9%; and
Calorific value: 8200 to 8700 kCal/kg.

There is insufficient detail in the historical reports to comment on the sampling or analysis methodology and these characteristics may not be representative of the coal quality actually present at the Tuyuk-Kargasha Prospect. View intends to carry out a drilling programme across the Tuyuk-Kargasha Prospect and analyse the drilling samples at an independent accredited laboratory to enable the Company to determine a representative quality for the coal present in this prospect.

Figure 2: Geology Map of the northern Uzgen Basin showing the location of the Kargasha, Tuyuk, Min-Teke and Kokkia Prospects.

==> picture [455 x 382] intentionally omitted <==

Figure 3: Schematic cross section through the Tuyuk, Kargasha and Min-Teke Prospects showing interpreted geology.

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Kokkia

The Kokkia tenement covers an area of 1,576 hectares and is reportedly suitable, in part, for open cut mining operations, with outcropping coal found throughout the tenement area. From surface mapping and exposures in adits, the Kokkia Prospect has 11 main coal seams for a total combined thickness of 11.2m (Kashirin, Ibraimov, and Karabalaev, 1975).

Extensive exploration was carried out on the tenement during Soviet era in the 1950’s, with over 800 meters of trenching and 200 meters of adits completed. Coal seams start 1m from the surface, with a gentle slope to the southwest.

Kashirin, Ibraimov and Karabalaev (1975) state that the Kokkia Prospect contains bituminous coal with typical coal quality characteristics (based on reported surface and adit sampling) as follows:

Sulfur <0.94%;
Ash 4.5-13.8%;
Water 0.72-2.99%;
Carbon 85.3-87.5%; and
Calorific value 8350-8500 kcal/kg.

There is insufficient detail in the historical reports to comment on the sampling or analysis methodology and these characteristics may not be representative of the coal quality actually present at the Kokkia Prospect. View intends to carry out a drilling programme across the Kokkia Prospect and analyse the drilling samples at an independent, accredited laboratory to enable the Company to determine a representative quality for the coal present at this prospect.

Min-Teke

The Min-Teke tenement covers an area of 187 hectares and is located 35 km south-west of the town of Kazarman. The tenement (and the northern part of the Project) is accessed via a sealed road which leads to the Kazarman Gold Mine. Extensive surface exploration including trenching and adits have been performed to 20m depth, and several small scale open pit mining operations have occurred on the tenement.

Kashirin, Ibraimov and Karabalaev (1975) state that the Min Teke Prospect contains bituminous coal with typical coal quality characteristics (based on reported surface and adit sampling) as follows:

 Ash – 19.20%  Water - 6.77%  Sulfur - 0.55%

Calorific value – 6230 to 7680 kcal/kg.

There is insufficient detail in the historical reports to comment on the sampling or analysis methodology and these characteristics may not be representative of the coal quality actually present at the Min-Teke Prospect. View intends to carry out a drilling programme across the Prospect and analyse drilling samples at an independent, accredited laboratory to enable the Company to determine a representative quality for the coal present at this prospect.

At Min-Teke coal layers are assigned to 9 groups and outcrop on both sides of a small central ridge. The geomorphology is similar to a mesa with more resistant conglomerates of the Chaartash Formation forming the “spine” of the ridge and overlying the coal bearing Tuyuk Formation. Both sedimentary sequences are essentially flat lying.

==> picture [454 x 341] intentionally omitted <==

Outcropping coal at the Min Teke Prospect

1.6 About Kyrgyzstan

Kyrgyzstan is a stable democratic country in Central Asia, historically known for its natural resources and ideally placed to supply its closest neighbour, China with mineral commodities such as thermal and coking coal.

During the time of the Soviet era, both Kyrgyzstan and Kazakhstan were designated as the suppliers of raw materials to the rest of the republics due to the wealth of their natural resources. The coal industry rapidly developed in the early 1900s, and by 1913 Kyrgyzstan provided coal to the whole Central Asian CIS region.

Kyrgyzstan has a population of 5.5M, with an average per capita income of $836 (2009). There are other successful explorers and miners operating in Kyrgyzstan, including ASX listed, Manas Resources Limited and Kentor Gold Limited and TSX listed Centerra Gold (the owner of the world class Kumtor mine).

The company profit tax in Kyrgyzstan is 10% and the total royalty rate for coal producers is 4.3%.

1.7 Infrastructure

==> picture [455 x 310] intentionally omitted <==

The Tenements are situated approximately 100km from the Chinese border by road. South-east of the border is the major Chinese city Kashgar, the main regional centre which has been designated as a new economic development zone.

Kashgar is anticipated to be a hub for steel mills, Shandong Iron and Steel Group Co Ltd is currently in the process of constructing a steel mill, which is anticipated to be completed by end 2012.

Another potential major customer base is Urumqi, which is the capital city of Xinjiang province, also a considerable centre for steel production. View Resources and Kokkia Coal Limited projects are approximately 1000km closer to Urumqi than the nearest seaborne supply of thermal and coking coal.

Significantly, China and Kyrgyzstan have in principle agreed to construction of the Trans-Asia Railway, which is planned to link China, Kyrgyzstan and Uzbekistan – the railway is estimated to be completed within the next three years. The railway will ultimately connect with the Nanjing line at Kashgar and then connect to the rest of China. Once constructed, the Tenements could be within 6km of this railway.

Importantly, the Ambassador of Iran to Kyrgyzstan recently announced that Iran is ready to fund implementation of the construction of China-KyrgyzstanUzbekistan railway on the territory of Kyrgyzstan.

Economically and logically, the shortest way to the world ocean is through the territory of Iran. Should the China-Kyrgyzstan railway project proceed with participation by Iran, it may open up the sea bound coal market for View.

1.8 Transaction Details

The Company will acquire an 80% interest in Kokkia, which in turn holds a 100% interest in the Project ( Acquisition ). This interest is held via Kokkia’s 100% ownership of two Kyrgyzstan entities, Panj-Sher Ank Ltd ( PSA ) and Baidamar Ltd ( Baidamar ), which together hold the Tenements.

Completion of the Acquisition will be subject to the satisfaction (or waiver by View) of a number of conditions precedent, including:

(a) shareholder approval for the Acquisition (being the subject of Resolution 1 of this Notice);
(b) confirmation from ASX that the terms of the Performance Shares (defined below) are appropriate and equitable for the purposes the ASX Listing Rules;
(c) the receipt of shareholder approval for the issue of the Shares and Performance Shares (being the subject of Resolutions 4 and 5 of this Notice);
(d) the Company completing and being satisfied with due diligence investigations on Kokkia, PSA, Baidamar and the Project, to the absolute discretion of View; and
(e) as at the date of the Meeting:
(i) the licences owned by Kokkia or its subsidiaries being in good standing and there being no threat of forfeiture or other material claim against those licences; and
(ii) a licence agreement having been issued in relation to License No. 2593 CР for exploration of Kokiinskaya field (coal) (on terms and conditions acceptable to the Company); and
(iii) no other material adverse event occurring in relation to Kokkia, Baidamar, PSA or the Licences,

(together, the Conditions Precedent ).

Upon satisfaction of the Conditions Precedent, View will acquire 80% of the issued share capital of Kokkia ( Sale Interest ) in return for the pro-rata issue to the shareholders of Kokkia ( Vendors ), 500,000,000 fully paid ordinary shares in View ( Consideration Shares ) and the following performance shares:

(a) 200,000,000 Class A Performance Shares;
(b) 200,000,000 Class B Performance Shares;
(c) 200,000,000 Class C Performance Shares;
(d) 150,000,000 Class D Performance Shares; and
(e) 150,000,000 Class E Performance Shares,

(together the Performance Shares ).

The full terms of the Performance Shares is set out in Schedule 6.

In addition, View is required to assume Kokkia’s liability to pay an outstanding amount of US$2.5m in relation to the acquisition of Baidamar (the owner of the Tuyuk-Kargasha Tenement) ( Baidamar Liability ). View has since advanced $2.5m of the Loan to enable Kokkia to pay the Baidamar Liability. The Loan will be forgiven on completion of the Acquisition.

Stage 2 Commitment

After acquiring the Sale Interest (and as part consideration of the acquisition of the Sale Interest), View will be required to either sole fund a 30,000 metre drilling program on the Project or an equivalent dollar spend (being a minimum of $15m) on the Project (with a minimum of $5,000,000 spent within two years following the commencement of the Stage 2 Period) within three years of the satisfaction of the last of the Conditions Precedent ( Stage 2 Period ) ( Stage 2 Commitment ). During the Stage 2 Period, View will be required to sole fund exploration and mining operations on the Project.

If the Put Option has not been exercised and View does not complete the Stage 2 Commitment (or notifies the Vendors that it does not intend to complete the Stage 2 Commitment), View will be required to transfer back to the Vendors that number of shares in Kokkia such that View’s interest in Kokkia will decrease to 30% (and the Vendors increasing their interest in Kokkia to 70%) ( Stage 2 Claw Back ). The parties will then contribute to all expenditure on the Project on a prorata basis or otherwise dilute in accordance with a standard industry formula.

Stage 3 Commitment

After View has completed the Stage 2 Commitment (and as part consideration for the acquisition of the Sale Interest), View will be required to either sole fund a further 30,000 metre drilling program on the Project or an equivalent dollar spend (being a minimum of $15m) on the Project (with a minimum of $5,000,000 spent within two years following the commencement of the Stage 3 Period) within four years and eleven months of the beginning of the Stage 2 Period ( Stage 3 Period ) ( Stage 3 Commitment ). During the Stage 3 Period, View will be required to sole fund exploration and mining operations on the Project.

If the Put Option has not been exercised and View does not complete the Stage 3 Commitment (or notifies the Vendors that it does not intend to complete the Stage 3 Commitment), View will be required to transfer back to the Vendors that number of shares in Kokkia such that View’s interest in Kokkia will decrease to 45% (and the Vendors increasing their interest in Kokkia to 55%) ( Stage 3 Claw Back ). The parties will then contribute to all expenditure on the Project on a prorata basis or otherwise dilute in accordance with a standard industry formula.

After View has satisfied the Stage 2 and Stage 3 Commitments, it will be required to free carry the remaining 20% shareholding in Kokkia held by the Vendors to the commencement of commercial production on the Project.

Put Option

At any time after acquiring the Sale Interest, the Vendors may exercise a put option requiring the Performance Shares to vest (i.e. satisfying the first requirement of the performance milestones of the Performance Shares and leaving only the second JORC-delineated requirement of the performance milestones to be satisfied) ( Put Option ). If the Vendors exercise the Put Option, the Stage 2 and 3 Claw Back provisions will no longer apply and View will be required to free carry the remaining 20% shareholding in Kokkia to the later of

satisfying the Stage 2 and Stage 3 Commitments and the commencement of commercial production on the Project.

Claw Back

If it is determined that shareholder approval is required in the event of a Stage 2 Claw Back or Stage 3 Claw Back, the Company will be required to prepare all the required meeting documents, including commissioning an independent expert’s report. However, In the event that shareholder approval for the Stage 2 or Stage 3 Claw Back is not obtained, the Company will instead be required to make a cash payment pro-rata to the Vendors which will be the equivalent of that claw back percentage of the total value on the assets of Kokkia (as determined by an independent expert).

By way of example, if the Company is required to transfer back a 50% interest in Kokkia to the Vendors and the IER values Kokkia’s assets at $100 million, the cash payment due from the Company to the Vendors will be $50 million.

Once the cash payment has been made, the Put Option will be treated as having been exercised by the Vendors.

Loan

Before completion of the Acquisition occurs, the Company will also make a loan available to Kokkia of up to US$3,500,000 to be applied towards a budget of expenditure on the Tenements and satisfaction of the Baidamar Liability. As mentioned above, View has already advanced $2.5m of the Loan to enable Kokkia to pay the Baidamar Liability. Should settlement not occur, Kokkia will be required to repay the Loan to View with interest.

1.9 Exploration Target

The Company has derived an Exploration Target for the Project of between 500 and 700 million tonnes of coal.[4] This Exploration Target is based on Exploration Targets for the Prospects as shown in Table 1.

Table 1: Exploration Targets for the Kargasha, Tuyuk, Kokkia and Min-Teke

Prospects

*Prospects*
Prospect	Exploration Target (millions of tonnes of coal)	Moisture (%)	Ash (%)	Sulphur (%)	Calorific Value (kcal/kg)
Kargasha	115 – 140	0.9 – 6.0	3.0 – 10.0	0.4 – 0.9	8200 - 8700
Tuyuk	267 – 335
Kokkia	114 – 198	0.7 – 5.0	5.0 – 15.0	0.4 – 0.9	8300 - 8500
Min-Teke	5 – 27	3.0 – 10.0	10.0 – 25.0	0.4 – 0.9	6200 - 7700

4 Note, the potential quantity is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource

Total

501 - 700

The Exploration Target is based on the results of historical exploration carried out between 1947 and 1953 which is summarised in Kashirin, Ibraimov and Karabalaev (1975) and led to the estimation of non-JORC compliant coal resources for each of the Prospects. These resource estimations utilised the Soviet classification system (A, B, C, P) which have no direct analogy to JORC Code classifications and hence are not presented here. While these non-JORC resources have been previously estimated at the project it should be noted that there has been insufficient exploration to define a Mineral Resource which complies with the JORC code, and it is uncertain if further exploration will result in the determination of a Mineral Resource. The potential quantity of coal presented in these Exploration Targets is conceptual in nature.

The Exploration Target for the Kargasha and Tuyuk Prospects is based on coal intersections from 60 cored drillholes drilled during 1947 and 1953. The Competent Person considers that the drilling spacing is not adequate to result in the definition of JORC Code compliant resources, however the drilling has delineated an area where coal is present as well as the thickness. The Exploration Target is estimated based on the “sectional method” which is not considered an appropriate methodology for the estimation of JORC code compliant resources and therefore the quantity presented as an Exploration Target may differ substantially from any Mineral Resource calculated subsequently, assuming that exploration is successful and allows the estimation of a Mineral Resource. At the Kargasha and Tuyuk Prospects drilling will be carried out to both validate and confirm the historical drilling intersections as well as to test for extensions of the coal layers outside the area previously drilled.

At the Kokkia Prospect, the Exploration Target is based on surface mapping and exposures of coal layers in trenching and adits, as well as the interpreted subsurface geology based on the recorded attitude of the coal layers. While drilling will be carried out to test this interpretation it is important to note that the quantity presented as an Exploration Target is conceptual in nature and may differ substantially from any Mineral Resource calculated subsequently, assuming that exploration is successful and allows the estimation of a Mineral Resource.

At the Min-Teke Prospect, the Exploration Target is based on surface mapping and exposures of coal layers in trenching and adits, as well as the interpreted geology based on the recorded attitude of the coal layers. Since the Min-Teke coal appears on both flanks of a ridge there is a lower proportion of the Exploration Target based solely on interpretation/extrapolation, nevertheless it must be emphasised that the quantity presented as an Exploration Target is conceptual in nature and needs to be tested by drilling. Any Mineral Resource calculated based on drilling may differ substantially from the Exploration Target presented here, assuming that exploration is successful and allows the estimation of a Mineral Resource.

1.10 Capital Raising

The Company intends to undertake a capital raising in two tranches in order to raise up to $4,000,000 through the issue of 200,000,000 Shares at an issue price of $0.02 per Share to sophisticated and professional investor clients of CPS Securities ( Capital Raising ). Please refer to Resolutions 2 and 3 for details.

1.11 Pro Forma Balance Sheet

A pro forma balance sheet of the Company following completion of the Acquisition contemplated by this Notice of Meeting is set out in Schedule 7.

1.12 Pro Forma Capital Structure

The capital structure of the Company following completion of the Acquisition is set out below:

	Shares	Options

Current issued capital1	1,031,953,670	170,000,0004
Issued pursuant to Resolution 5 (Sale Interest)9	500,000,000	Nil
Issue pursuant to Capital Raising2	200,000,000	Nil
Issue of Class B Options to Kenosis Capital Partners (Resolution 12)	Nil	50,000,0006
Issue of Class A Options to Peter O’Malley (Resolution 13)	Nil	50,000,0006
Issue of Class A Options to Grant Thomas (Resolution 14)	Nil	25,000,0006
Issue of Class A Options to Bill Oliver (Resolution 15)	Nil	5,000,000
Issue to CPS Securities (Resolution 17)8	15,000,000	Nil
Total on completion of the Acquisition356	1,746,953,670	300,000,000

Notes :

Assumes no further securities are issued prior to settlement of the Acquisition, other than as set out in the table.
A total of 200,000,000 Shares to be issued in two separate tranches to sophisticated and professional investor clients of CPS Securities under Resolutions 2 and 3.
Assumes that no Options are exercised.
These Options are exercisable at $0.01 each expiring on 31 March 2014.
Please note, Resolution 16 seeks shareholder approval for the issue of 7,500,000 Performance Rights to Peter O’Malley.
Please refer to Schedule 3 for terms and conditions of these related party options.
The Company also proposes to issue Mr Peter O’Malley 7,500,000 Performance Rights, which is the subject of Resolution 16.
The Company also proposes to issue CPS Securities 27,000,000 Performance Shares.
Resolution 5 also seeks shareholder approval for the issue of 900,000,000 Performance Shares to be issued pro rata the shareholders of Kokkia Coal Limited. The terms of the Performance Shares are set out in Schedule 6.

1.13 Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on Resolutions 1 to 5:

(a) the Acquisition represents a significant investment opportunity for the Company to strengthen its interests in coal exploration and development in an upcoming and highly prospective region of the world;
(b) the Project is within 100km of existing railway and in close proximity to the proposed Trans-Asia Railway (which is planned to link China, Kyrgyzstan and Uzbekistan);
(c) the Kyrgyzstan government is committed to providing a competitive investment climate and adequate protection of the rights and privileges of mining investors. It promotes rational exploration, development and utilisation of mineral resources guided by a commitment to responsible mineral development;
(d) the potential increase in the market capitalisation of the Company may lead to increased coverage from capital market analysts, improved access to equity capital market opportunities and increased liquidity in its share trading;
(e) the Acquisition will reduce risk in the Company’s operating profile through increased geographic diversity; and
(f) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which could increase the number and size of the investor pool that may invest in the Company’s Shares.

1.14 Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on Resolutions 1 to 5:

(a) the Company will be changing the nature of its activities to include additional coal exploration activities in Kyrgyzstan, which may not be consistent with the objectives of all Shareholders;
(b) there are many risk factors associated with the change in nature of the Company’s activities, including sovereign risk, dilution risk, contractual and counterparty risk and other regulatory approvals;
(c) a significant future outlay of funds will be required which will increase funding pressure on the Company in order to continue exploration of the Project and its existing Kyrgyzstan and West Australian assets;
(d) current Shareholders will have their interests in the Company diluted by the Capital Raising and any further equity funding undertaken by the Company; and
(e) exploration activities on the Project may not identify an economically viable coal resource.

1.15 Risk Factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company will be changing the scale of its activities. Based on the information available, a non-exhaustive list of risk factors are as follows:

Specific Risks

(a) ‘Claw Back’ Provisions associated with the Farm-in Agreement

As noted at Section 1.8, should View fail to meet the Stage 2 Commitment (and provided the Put Option has not been exercised), View’s interest in Kokkia will decrease to 30% (and the Vendors increasing their interest in Kokkia to 70%). Furthermore, if View does not satisfy the Stage 3 Commitment (and provided the Put Option has not been exercised), View’s interest will decrease to 45% (and the Vendors increasing their interest in Kokkia to 55%). Upon either of these two events occurring, both parties will be required to contribute to exploration and mining operations pro-rata to their existing holdings (otherwise standard dilution provisions will apply).

(b) Dilution Risk

As part of the consideration for the Acquisition, and subject to the passing of Resolutions 4 and 5, the Company proposes to issue 500,000,000 Shares and 900,000,000 Performances to the Vendors (or their nominees). Each Performance Share will, if certain milestones are achieved, convert into one (1) Share. This could potentially result in a further 1,400,000,000 Shares being issued by the Company.

Furthermore, the Company proposes to issue CPS Securities, 15,000,000 Shares and 27,000,000 Performance Shares for its corporate advisory and technical services to the Company.

This issue of equity to both the Vendors and CPS Securities together with the total Shares offered pursuant to the Capital Raising has the potential to significantly dilute the interests of Shareholders.

Please note however that each class of Performance Share is subject to an expiry period in which a performance milestone must be achieved. Should a milestone not be achieved within the stated period, each class of Performance Shares held by a holder will all consolidate into one single share.

(c) Counterparty and Contractual Risk

Pursuant to the Farm-in Agreement, the Company has agreed to acquire an 80% interest in Kokkia Coal Limited (and thereby an 80% interest in the Project), subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by Kokkia of its obligations under the Farm-in Agreement. If Kokkia defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy.

Legal action instituted in Australia or overseas can be costly. There can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.

(d) Risks Associated with Operating in Kyrgyzstan

The Project is located in the Republic of Kyrgyzstan. The Company will be subject to the risks associated with operating in Kyrgyzstan. Such risks can include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local residents or contractors or require other benefits to be provided to local residents.

Changes to Kyrgyzstan’s mining or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability. The Company might also be required by local authorities to invest in social projects for the benefit of the local community. Additional social expenditures in the future may have a negative impact on the Company’s profitability.

(e) Kyrgyzstan’s Legal Environment

Kyrgyzstan’s legal systems are less developed than more established countries and this could result in the following risks:

(i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation or in an ownership dispute;
(ii) a higher degree of discretion held by various government officials or agencies;
(iii) the lack of political or administrative guidance on implementing applicable rules and regulations, particularly in relation to taxation and property rights;
(iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or
(v) relative inexperience of the judiciary and court in matters affecting the Company.

The commitment to local business people, government officials and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that the Farm-in Agreement (and any other legal arrangements) will not be adversely affected by the actions of the government authorities or others. As such, the effectiveness and enforcement of such arrangements cannot be assured.

(f) No JORC compliant resource

As stated elsewhere in this Notice, there is no JORC compliant resource in relation to the Project and there is no guarantee that a JORC compliance resource in relation to the Project will be achieved in the future.

(g) Future capital requirements

Significant future funding may be required by the Company to develop the Project. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration program as the case may be, which may adversely affect the business and financial condition of the Company and its performance. This may also affect the Company’s ability to meet the Stage 2 and Stage 3 Commitments.

General Risks

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors.

(h) Exploration Success

There can be no assurance that exploration of the Project will result in the discovery of economic coal deposits. Even if an apparently viable deposit is identified, there is no guarantee it can be economically exploited.

(i) Foreign exchange risk

The Company will be exposed to the volatility and fluctuations of the exchange rate between the United States dollar, the Kyrgyz som and the Australian dollar.

Global currencies are affected by a number of factors that are beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities together with the ability to fund those plans and activities.

(j) Insurance risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect of the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(k) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(l) Market risk

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) commodity price fluctuations;
(v) changes in investor sentiment toward particular market sectors;
(vi) the demand for, and supply of, capital; and
(vii) terrorism and other hostilities.
(m) Potential Acquisitions

As part of its business strategy, the Company intends to make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

(n) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

1.16 Plans for the Company if the Resolutions are not passed

If the Resolutions are not passed and the acquisition of the Project is not completed, the Company will continue to develop its existing projects and look for potential projects in order to identify a further significant project to take the Company forward.

1.17 Directors’ Recommendation

The Directors of the Company unanimously recommend the Acquisition and that Shareholders vote in favour of Resolutions 1 to 5. It is the view of the Directors that the Acquisition will give the Company’s Shareholders the opportunity to participate in a potentially significant exploration and development programme in respect of a highly prospective coal project.

1.18 Competent Person

The information in this Notice that relates to Exploration Results, Exploration Targets, Mineral Resources or Ore Reserves is based on information compiled by Mr Grant Thomas, who is a member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Thomas is an employee of View Resources Limited and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which 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. Mr Thomas consents to the inclusion in this Notice of the matters based on this information in the form and context in which it appears.

1.19 Exploration Targets

It is common practice for a company to comment on and discuss its exploration in terms of target size and type. The information in this Notice relating to Exploration Targets should not be misunderstood or misconstrued as an estimate of Mineral Resources or Ore Reserves. Hence the terms Resource(s) and Reserve(s) have not been used in this context in this Notice. The potential quantity of coal presented in this Notice as Exploration Targets are conceptual in nature. It should be noted that there has been insufficient exploration to define a Mineral Resource which complies with the JORC code, and it is uncertain if further exploration will result in the determination of a Mineral Resource. View Resources intends to carry out an exploration programme to systematically test the Exploration Targets for each of the Prospects.

2. RESOLUTION 1 – CHANGE IN SCALE OF ACTIVITIES

2.1 General

Resolution 1 seeks approval from Shareholders for a change in the scale of the activities of the Company to expand its focus in Kyrgyzstan by acquiring an 80% interest in Kokkia Coal Limited, and accordingly, an 80% interest in the Project.

As outlined in Section 1.8 of this Explanatory Statement, the Company has entered into the Farm-in Agreement whereby the Company has the right to acquire an 80% interest in the Project.

The Farm-in Agreement is subject to the Conditions Precedent summarised in Section 1.8 above.

A detailed description of the Project is outlined in Section 1.5 above.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

ASX has indicated to the Company that the change in the scale of the Company’s activities as a result of the Acquisition requires the Company in accordance with ASX Listing Rule 11.1.2 to obtain Shareholder approval and to comply with any requirements of ASX in relation to the Notice of Meeting.

However, ASX has also indicated to the Company that the change in the scale of the Company’s activities as a result of the Acquisition does not require the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.

3. RESOLUTION 2 – RATIFICATION OF TRANCHE 1 SHARES ISSUED UNDER CAPITAL RAISING

3.1 General

The Company is seeking to raise a total of $4,000,000 through the issue of 200,000,000 Shares at $0.02 per Share to sophisticated and professional investor clients of CPS Securities ( Capital Raising ). The Capital Raising will take place in two separate tranches.

Resolution 2 seeks to ratify the first tranche of the Capital Raising for the issue of 95,000,000 Shares at $0.02 each to sophisticated and professional investor clients of CPS Securities in order to raise $1,900,000. This issue was completed on or about 3 September 2012.

The minimum amount that may be raised under the Capital Raising will be set at no less than $2,000,000.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

None of the subscribers for Shares under the Capital Raising were related parties of the Company for the purpose of Listing Rule 10.11.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) a total of 95,000,000 Shares were allotted and issued to sophisticated and professional investor clients of CPS Securities under the first tranche of the Capital Raising;
(b) the issue of the tranche 1 placement was completed on or about 3 September 2012;
(c) the issue price was $0.02 per Share;
(d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) none of the subscribers were related parties of the Company; and
(f) the funds raised by this issue ($1,900,000) will be applied towards the following:
(i) drilling at Tuyuk-Kargasha and Min Teke licences;
(ii) re-commissioning of development at Sary Mogol licence;
(iii) commencement of road construction at Bel-Alma licence;
(iv) completion of road construction and drilling at Kokkia licence;
(v) commissioning of development at Min Teke licence;
(vi) ongoing exploration at the Company’s nickel assets in Australia; and
(vii) working capital purposes.

4. RESOLUTION 3 – APPROVAL FOR ISSUE OF TRANCHE 2 SHARES UNDER CAPITAL RAISING

A summary of the terms of the Capital Raising is set out in Section 3.1 above. The purpose of Resolution 3 is to obtain approval for the issue of 105,000,000 Shares under the Capital Raising in order to raise $2,100,000 to sophisticated and professional investor clients of CPS Securities.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to tranche 2 of the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.1 Technical Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the maximum number of Shares to be issued pursuant to tranche 2 of the Capital Raising is 105,000,000 Shares;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Shares will be allotted on one date (on or about the date of the Meeting);
(c) the Shares will be issued at an issue price of $0.02 each;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares (and will rank equally with the Company’s existing Shares);
(e) none of the subscribers will be related parties of the Company; and
(a) the funds raised by this issue ($2,100,000) will be applied towards the following:
(i) drilling at Tuyuk-Kargasha and Min Teke licences;
(ii) re-commissioning of development at Sary Mogol licence;
(iii) commencement of road construction at Bel-Alma licence;
(iv) completion of road construction and drilling at Kokkia licence;
(v) commissioning of development at Min Teke licence;
(vi) ongoing exploration at the Company’s nickel assets in Australia; and
(vii) working capital purposes.

5. RESOLUTION 4 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

Resolution 4 seeks Shareholder approval for the Company to be authorised to issue Performance Shares.

A company with a single class of shares on issue that proposes to issue new shares not having the same rights as its existing shares, is taken to vary the rights of existing shareholders unless the Constitution already provides for such an issue.

Section 246B of the Corporations Act, and clause 2.4 of the Constitution provides:

“If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied, whether or not the Company is being wound up, with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of the class. Any variation of rights under this clause 2.4 shall be subject to Part 2F.2 of Chapter 2F of the Corporations Act. The provisions of this Constitution relating to general meetings shall apply so far as they are capable of application and with necessary alterations to every such separate meeting except that a quorum is constituted by two persons who together hold or represent by proxy not less than onethird of the issued Shares of the class.”

The Company proposes issuing a total of 900,000,000 Performance Shares, being 200,000,000 Class A Performance Shares, 200,000,000 Class B Performance Shares, 200,000,000 Class C Performance Shares, 150,000,000 Class D Performance Shares and 150,000,000 Class E Performance Shares ( Performance Shares ). Each Performance Share will, if certain milestones are achieved, convert into one (1) fully paid ordinary share. The full terms and conditions of the Performance Shares are set out in Schedule 6 of this Notice.

The Company also proposes to issue Performance Shares to CPS Securities (or its nominees) in accordance with Resolution 17.

The Company currently has only one class of shares on issue being fully paid ordinary shares ( Shares ). Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares.

6. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES AND PERFORMANCE SHARES TO THE VENDORS

6.1 General

As noted in Section 1.8, as part consideration for the Acquisition, the Company has agreed to issue 500,000,000 Shares and 900,000,000 Performance Shares to the Vendors (or their nominees).

6.2 ASX Listing Rules

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 5 will be to allow the Directors to issue the Consideration Shares and Performance Shares to the Vendors during the period of 3 months

after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.3 Technical Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(f) the maximum number of Consideration Shares to be issued is 500,000,000 and the maximum number of Performance Shares to be issued is 900,000,000;
(g) the Consideration Shares and Performance Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Consideration Shares and Performance Shares will be allotted on one date (on or about the date of the Meeting);
(h) the Consideration Shares and Performance Shares will be issued for nil cash consideration as they are in part consideration for the Acquisition. Accordingly, no funds will be raised from their issue;
(i) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares (and will rank equally with the Company’s existing Shares). On conversion of the Performance Shares, the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares (and will rank equally with the Company’s existing Shares); and
(j) the Consideration Shares and Performance Shares will be issued to the Vendors and/or their nominees, who are not related parties of the Company.

7. RESOLUTION 6 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to Celsius Coal Limited .

If Resolution 6 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – SHARES

8.1 General

On or about 29 February 2012, the Company lodged with ASIC a Prospectus ( Prospectus ) for the offer of 100,000,000 Shares at an issue price of $0.01 per Share in order to raise $1,000,000, with oversubscriptions of up to a further

50,000,000 Shares at an issue price of $0.01 per Share in order to raise a further $500,000 ( Offer ).

On or about 28 March 2012, the Company announced the successful raising of $1,500,000 pursuant to the Prospectus.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 to ratify the issue of 50,000,000 Shares issued by way of oversubscriptions under the Offer ( Ratification ).

A summary of ASX Listing Rule 7.1 is set out in Section 6.2 above.

8.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 50,000,000 Shares were allotted;
(b) the issue price was $0.01 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were allotted and issued to clients and contacts of Cunningham Peterson Sharbanee Securities Pty Ltd. None of these subscribers were related parties of the Company; and
(e) the funds raised by this issue ($500,000) will be applied towards the development of the Company’s newly acquired Bel-Alma and Sary Mogol coal projects located in southern Kyrgyzstan and for working capital.

9. RESOLUTIONS 8 AND 9 – RE-ELECTION OF DIRECTORS

Pursuant to Clause 13.4 of the Company’s Constitution, the Company may, by ordinary resolution, appoint any person to be an additional director of the Company. Accordingly, pursuant to clause 13.4 of the Constitution, Resolutions 8 and 9 seek the election of Mr Peter O’Malley as Non-Executive Chairman and Mr Grant Thomas as Managing Director respectively.

Set out below is a summary of the qualifications and experience of Mr Peter O’Malley and Mr Grant Thomas.

Mr Peter O’Malley – Non-Executive Chairman

Peter O’Malley is the Founding Partner of Kenosis Capital Partners, an international merchant banking and advisory firm focused on the global natural resources sector.

Mr. O’Malley is responsible for managing Kenosis Capital Partners’ advisory engagements, direct investments and government relations.

Prior to founding Kenosis Capital Partners, Mr. O’Malley was Head of the Asian Natural Resources investment banking practice at Deutsche Bank and more recently at HSBC.

Prior to joining Deutsche Bank and HSBC, Mr. O’Malley was a senior energy and natural resources sector banker at Credit Suisse First Boston based in New York and Johannesburg.

During more than 21 years in investment banking, Mr. O’Malley led the origination and execution of major mergers and acquisitions, equity and debt capital markets, and structured finance transactions in the metals and mining and oil and gas and sectors.

Mr. O’Malley is also Chairman of The Leadership Forum and a Member of the Bar in the State of New York and the State of New Jersey.

Mr. O’Malley is a graduate of the University of St John’s School of Law and Siena College.

Mr Grant Thomas – Managing Director

Mr Grant Thomas is the Managing Director of View Resources Limited, appointed in July 2012.

His 29 years’ professional experience covers exploration and resource evaluation and valuations for many minerals, including gold, copper, lead, zinc, uranium, fluorspar and coal in Australia, China, South Africa, Tajikistan, Kazakhstan, Brazil and Mongolia.

As Managing Director of Tianshan Goldfields Limited, an ASX listed mineral resource company, Mr Thomas led teams that discovered the 2.4M oz Xinjiang Gold Mountain deposit (China), its evaluation and completion of a positive prefeasibility study. He also completed capital raisings in London, Sydney, Hong Kong and Singapore.

Prior to Tianshan Goldfields Limited, Mr Thomas held senior positions with Rio Tinto Exploration (Australia, Brazil and China) and Hamersley Iron (Australia).

More recently, Mr Thomas has consulted for AsiaMin Consulting Limited (HK) primarily as a Competent Person and Valuer to various international and Chinese coal companies listing on the Hong Kong Stock Exchange. In this role, Mr Thomas completed Technical and Valuer reports, including JORC conversions, for several coal projects in Inner Mongolia and Xinjiang provinces China and Tajikistan.

Mr Thomas’ expertise includes exploration and mining tenement acquisition; mineral resource evaluations and valuations, budgets and strategy plans; liaising with Australian and international Mines Departments, negotiating with foreign governments and joint venture partners; statutory and Stock Exchange reports; and presentations to companies, stockbrokers and financial institutions.

10. RESOLUTION 10 – ADOPTION OF EMPLOYEE OPTION PLAN

To ensure that the Company continues to have appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, the Board has established an “Option Plan” for the Company ( Plan ).

This Resolution seeks Shareholder approval to adopt the Plan, sought under exception 9(b) of ASX Listing Rule 7.2 to allow the grant of options under the Plan ( Plan Options ), and the issue of Shares on exercise of the Plan Options, as an exception to ASX Listing Rule 7.1.

The grant of Plan Options will only fall within exception 9(b) of ASX Listing Rule 7.2 if the Plan Options are issued under an employee incentive option plan approved by Shareholders within three years before the date of issue.

If this Resolution is passed, the Company will have the ability to issue Plan Options to eligible participants under the Plan over a period of three years without impacting on the Company’s 15% placement capacity under ASX Listing Rule 7.1. Any issues of Plan Options to Directors or other related parties of the Company will require separate Shareholder approval.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

(a) reward Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable Directors and employees.

The Plan will be used as part of the remuneration planning for executive Directors and employees. The Corporate Governance Council Principles and Recommendations recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’ circumstances and goals. The Plan will also be used as part of the remuneration planning for non-executive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Principles and Recommendations, the Company considers that it is appropriate for nonexecutive Directors to participate in the Plan given the size of the Company.

No Plan Options have yet been issued under the Plan.

The key terms of the Plan are summarised in Schedule 1. A full copy of the Plan is available for inspection at the Company’s registered office until the date of the Meeting.

11. RESOLUTION 11 – ADOPTION OF PERFORMANCE RIGHTS PLAN

11.1 General

Resolution 11 seeks Shareholder approval to establish and maintain a performance rights plan ( PRP ) to provide ongoing incentives to Directors, executives and employees of the Company.

The objective of the PRP is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of the Directors and employees in achieving specified performance milestones within a specified performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to the PRP are aligned with the successful growth of the Company’s business activities.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the PRP is an appropriate method to:

(a) reward Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable Directors and employees.

The PRP will be used as part of the remuneration planning for executive and nonexecutive Directors and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’ circumstances and goals. The Performance Rights will also be used as part of the remuneration planning for non-executive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Guidelines, the Company considers that it is appropriate for non-executive Directors to be granted Performance Rights.

11.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out above at Section 6.2.

One of the exceptions to ASX Listing Rule 7.1 is Listing Rule 7.2 (Exception 9) which provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to ASX Listing Rule 7.1.

The effect of Resolution 11 will be to allow the directors to grant Performance Rights to employees of the Company pursuant to the PRP during the period of 3 years after the Meeting (or a longer period, if allowed by ASX), and to issue shares to those employees if they achieve the performance and vesting conditions of the Performance Rights, without using the Company’s 15% annual placement capacity.

In the case of a Director, no Performance Rights may be issued to the Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

11.3 Terms of the Plan

A summary of the terms of the PRP is provided in Schedule 2 to this explanatory memorandum. A copy of the PRP will be made available free of charge to any shareholder on request.

No Performance Rights have been issued under the PRP as at the date of this Notice.

11.4 Offer of Performance Rights to Mr Peter O’Malley

It is proposed that an offer of Performance Rights under the PRP will be made to Mr Peter O’Malley (Non-Executive Chairman) as described in Resolution 16, subject to Shareholder approval being obtained at the General Meeting. The proposed terms of the Performance Rights offered to Mr O’Malley are set out in Section 13.3.

It is envisaged that future offers under the PRP may be made on different terms to those that apply to the proposed offers of Performance Rights described in this Explanatory Statement.

11.5 Recommendation of Directors

The Directors recommend that Shareholders vote in favour of Resolution 11.

12. RESOLUTIONS 12 TO 15 – ISSUE OF OPTIONS TO RELATED PARTIES

12.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 130,000,000 Options, specifically:

(a) 50,000,000 Class A Options to Mr Peter O’Malley, who is a related party of the Company by virtue of being a Director of the Company;
(b) 25,000,000 Class A Options to Mr Grant Thomas, who is a related party of the Company by virtue of being a Director of the Company;
(c) 5,000,000 Class A Options to Mr Bill Oliver, who is a related party of the Company by virtue of being a Director of the Company; and
(d) 50,000,000 Class B Options to Kenosis Capital Partners, who is a related party of the Company by virtue of being an entity controlled by Mr Peter O’Malley, a Director of the Company,

(together, the Related Parties ).

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The grant of the Options constitutes the giving a financial benefit and as described above, Kenosis Capital Partners, Mr Peter O’Malley, Mr Grant Thomas, and Mr Bill Oliver are all related parties of the Company. In addition, ASX Listing Rule 10.11 also 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.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Options to the Related Parties.

12.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Options:

(a) the Related Parties are:
(i) Kenosis Capital Partners, who is a related party of the Company by virtue of being an entity controlled by Mr Peter O’Malley, a Director of the Company;
(ii) Mr Peter O’Malley, who is a related party of the Company by virtue of being a Director of the Company;
(iii) Mr Bill Oliver, who is a related party of the Company by virtue of being a Director of the Company; and
(iv) Mr Grant Thomas, who is a related party of the Company by virtue of being a Director of the Company;
(b) the maximum number of Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 50,000,000 Class A Options to Mr Peter O’Malley;
(ii) 50,000,000 Class B Options to Kenosis Capital Partners;
(iii) 25,000,000 Class A Options to Mr Grant Thomas; and
(iv) 5,000,000 Class A Options to Bill Oliver;
(c) the Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Options will be issued on one date;
(d) the Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Options are set out in Schedule 3;
(f) the value of the Options and the pricing methodology is set out in Schedule 4;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Shares Options

Related Party

Mr Peter O’Malley	5,000,0001	Nil
Mr Grant Thomas	Nil	Nil
Kenosis Capital Partners	Nil	Nil
Mr Bill Oliver	4,000,000	Nil

Notes:

1. These Shares are held through Symphony Investments LLC.

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Kenosis Capital Partners	Monthly Fee of $10,000	$30,900
Mr Peter O’Malley	$75,000	$18,750
Mr Grant Thomas	$350,000	$78,360
Mr Bill Oliver	$42,000	$54,000

(i) if the Options granted to the Related Parties are exercised, a total of 130,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,031,953,670 to 1,161,953,670 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 11.2%, comprising 4.3% by Kenosis Capital Partners, 4.3% by Mr Peter O’Malley, 2.2% by Mr Grant Thomas and 0.4% by Bill Oliver.

The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.032	30 March 2012
Lowest	$0.010	1 December 2011
Last	$0.23	27 August 2012

(k) the Board acknowledges the grant of Options to Mr Peter O’Malley and Mr Bill Oliver is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options to Mr Peter O’Malley and Mr Bill Oliver

reasonable in the circumstances for the reason set out in subparagraph (m);
(l) the primary purpose of the grant of the Options to Mr O’Malley, Mr Thomas and Mr Oliver is to provide a performance linked incentive component in the remuneration package for Mr O’Malley, Mr Thomas and Mr Oliver to motivate and reward their performance in their respective roles as Directors. The primary purpose of the grant of the Options to Kenosis Capital Partners is in part consideration for the provision of financial advisory and investment banking services to the Company pursuant to a mandate between Kenosis Capital Partners and the Company;
(m) Mr Peter O’Malley declines to make a recommendation to Shareholders in relation to Resolutions 12 and 13 due to his material personal interest in the outcome of the Resolutions on the basis that both he and Kenosis Capital Partners (an entity that he controls) is to be granted Options in the Company should Resolutions 12 and 13 be passed. However, in respect of Resolutions 14 and 15, Mr Peter O’Malley recommends that Shareholders vote in favour of Resolutions 14 and 15 for the following reasons:
(i) the grant of Options to the Related Parties, in particular, the vesting conditions of the Options, will align the interests of the Related Parties with those of Shareholders;
(ii) the grant of the Options is a reasonable and appropriate method to provide cost effective remuneration as it will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options upon the terms proposed;
(n) Mr Grant Thomas declines to make a recommendation to Shareholders in relation to Resolution 14 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Options in the Company should Resolution 14 be passed. However, in respect of Resolutions 12, 13 and 15, Mr Grant Thomas recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraph (m);
(o) Mr Bill Oliver declines to make a recommendation to Shareholders in relation to Resolution 15 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Options in the Company should Resolution 15 be Bill Oliver recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraph (m);
(p) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Options to be granted as well as the exercise price, vesting conditions and expiry date of those Options; and

(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 12 to 15.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of 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.

13. RESOLUTION 16 – ISSUE OF PERFORMANCE RIGHTS TO PETER O’MALLEY

13.1 Background

It is proposed that the Company’s Non-Executive Chairman, Mr Peter O’Malley be issued Performance Rights under the PRP. A summary of the principal terms of the PRP is set out in Schedule 2.

The purpose of the issue of Performance Rights to Mr Peter O’Malley is to further motivate and reward Mr Peter O’Malley’s performance in achieving specified performance milestones within a specified performance period.

13.2 Requirement for Shareholder Approval

The grant of Performance Rights to Mr Peter O’Malley under Resolution 16 is an issue of securities to a Director under a Performance Rights Plan and consequently Shareholder approval is required under Chapter 2E of the Corporations Act and ASX Listing Rule 10.14.

13.3 Summary of the material terms of the Performance Rights

It is proposed that Mr Peter O’Malley be issued one class of Performance Rights for nil cash consideration.

Each Performance Right will vest as one Share subject to the satisfaction of certain performance criteria ( Performance Milestones ). In the event that the Performance Milestones are not met, the Performance Rights will not vest and as a result, no new Shares will be issued. There is nil consideration payable upon the vesting of a Performance Right.

The Performance Rights will vest as Shares as follows:

(a) 3,750,000 will vest upon Mr Peter O’Malley having served in the role of Non-Executive Chairman for a period of six (6) months with the Company; and
(b) a further 3,750,000 Shares will vest upon Mr Peter O’Malley having served in the role of Non-Executive Chairman for a total period of twelve (12) months with the Company.

13.4 Information required by ASX Listing Rule 10.15

The following information is provided to satisfy the requirements of ASX Listing Rule 10.15 (being the information required to be disclosed for the purposes of ASX Listing Rule 10.14):

(a) the maximum number of Performance Rights (being the nature of the financial benefit being provided) to be granted to Mr O’Malley is 7,500,000 Performance Rights;
(b) it is proposed that the Performance Rights will be issued to Mr O’Malley (and/or his nominees) for nil consideration and no consideration will be payable upon the vesting of the Performance Rights on achievement of the Performance Milestones set by the Board (if any). Accordingly, no loans will be made in relation to, and no funds will be raised from, the issue or vesting of the Performance Rights;
(c) as the PRP is a new plan, no securities have previously been issued under the PRP;
(d) pursuant to Listing Rule 10.14, the person entitled to participate in the PRP is Mr O’Malley;
(e) there are currently no other directors or associates of directors eligible to participate in the PRP, however, in accordance with the definition of “Eligible Participants” in the PRP, it is possible that in the future, the Board may determine that any of the other directors (currently being Mr Grant Thomas and Mr William Oliver) may become eligible to participate in the PRP;
(f) a valuation of the Performance Rights is set out in Schedule 5;
(g) the Performance Rights will become exercisable on achievement of the Performance Milestones (if any) to be set by the Board. The relevant Performance Milestones set by the Board has been detailed above. The Shares to be issued upon the vesting of the Performance Rights shall rank pari passu with existing Shares on issue;
(h) the Performance Rights will be issued to Mr O’Malley no later than 12 months after the General Meeting; and
(i) the full terms and conditions of the PRP are set out in Schedule 2.

14. RESOLUTION 17 – ISSUE OF SECURITIES TO CPS SECURITIES

14.1 General

In consideration for corporate advisory and technical services provided to the Company relating to the Acquisition, the Company has agreed to issue 15,000,000 Shares and 27,000,000 Performance Shares to CPS Securities (or its nominees) (based on 3% of the Consideration Shares and Performance Shares issued to the Vendors).

That is, the number of Performance Shares to be issued will be 5,400,000 A Performance Shares, 5,400,000 B Performance Shares, 5,400,000 C Performance Shares, 5,400,000 D Performance Shares and 5,400,000 E Performance Shares.

14.2 ASX Listing Rules

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 17 will be to allow the Directors to issue the Shares and Performance Shares to CPS Securities during the period of 3 months after the

Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

14.3 Technical Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 17:

(a) the maximum number of Shares to be issued is 15,000,000 and the maximum number of Performance Shares to be issued is 27,000,000 (that is, 5,400,000 A Performance Shares, 5,400,000 B Performance Shares, 5,400,000 C Performance Shares, 5,400,000 D Performance Shares and 5,400,000 E Performance Shares);
(b) the Shares and Performance Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is proposed that the Shares and Performance Shares will be allotted on one date (on or about the date of the Meeting);
(c) the Shares and Performance Shares will be issued for nil cash consideration as they are in consideration for corporate advisory and technical services relating to the Acquisition. Accordingly, no funds will be raised from their issue;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares (and will rank equally with the Company’s existing Shares). On conversion of the Performance Shares, the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares (and will rank equally with the Company’s existing Shares); and
(e) the Shares and Performance Shares will be issued to CPS Securities and/or their nominees, who are not related parties of the Company.

GLOSSARY

$ means Australian dollars.

Acquisition has that meaning given to it in Section 1.8.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Baidamar means Baidamar Ltd.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Coking Coal means coal that a competent person determines is coking coal on the basis that it would be acceptable for use by steel mills in China as coking coal used for steel making.

Company means View Resources Ltd (ACN 009 162 949).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS Securities means Cunningham Peterson Sharbanee Securities Pty Ltd.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Kokkia means Kokkia Coal Limited.

Loan means a loan facility made available by View to Kokkia in the amount of up to US$3,500,000.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Project has that meaning given to it in Section 1.4.

Proxy Form means the proxy form accompanying the Notice.

PSA means Panj-Sher Ank Ltd.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Vendors means the Shareholders of Kokkia.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – SUMMARY OF EMPLOYEE OPTION PLAN

The material terms and conditions of the Option Plan are as follows:

(a) Eligibility and Grant of Options : The Board may grant options under the Plan ( Plan Options ) to any full or part time employee or Director of the Company or an associated body corporate. Plan Options may be granted by the Board at any time.
(b) Consideration : Each Plan Option issued under the Plan will be issued for nil cash consideration.
(c) Conversion: Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.
(d) Exercise Price and Expiry Date : The exercise price and expiry date for Plan Options granted under the Plan will be determined by the Board prior to the grant of the Plan Options.
(e) Exercise Restrictions : The Plan Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.
(f) Lapsing of Plan Options : Subject to the terms of the Offer made to an eligible participant under the Plan, an unexercised Plan Option will lapse:
(i) on its Expiry Date;
(ii) if any Exercise Condition is unable to be met; and
(iii) on the eligible participant ceasing to be an employee or director of, or to render services to the Company for any reason whatsoever and the Exercise Conditions have not been met.
(g) Share Restriction Period : Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a Restriction Period has expired, as specified in the offer for the Plan Options.
(h) Disposal of Plan Options: Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.
(i) Trigger Events : The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(j) Participation in Rights Issues and Bonus Issues:
(i) There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.
(ii) The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Plan Option holders the opportunity to exercise their Plan Options prior to the date for determining entitlements to participate in any such issue.

(iii) If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Plan Option Exercise Price shall be reduced according to the formula specified in the Listing Rules.
(iv) In the event of a bonus issue of Shares being made pro-rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Plan Option will include the number of bonus Shares that would have been issued if the Plan Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Plan Option.
(k) Reorganisation : The terms upon which Plan Options will be granted will not prevent the Plan Options being re-organised as required by the Listing Rules on the re-organisation of the capital of the Company.
(l) Limitations on Offers : The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Plan Options offered under an offer when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or options to acquire Shares under the Plan or any other employee share scheme of the Company were to be exercised or accepted; and
(ii) the number of Shares issued during the previous 5 years from the exercise of Plan Options issued under the Plan (or any other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with ASIC Class Order 03/184).

SCHEDULE 2 – SUMMARY OF THE PERFORMANCE RIGHTS PLAN

The PRP is open to Directors and full time or part time employees or consultants of the Company who are determined by the Board to be eligible to participate in the Plan ( Eligible Participants ).
Performance Rights may be issued under the Plan. A Performance Right will entitle the participant to one Share upon vesting of that Performance Right.
A Performance Right granted under the Plan will vest when the vesting conditions imposed by the Board are met (or waived by the Board in accordance with the terms of the Plan). If the vesting conditions are not met, the Performance Rights will lapse and the holder will have no entitlement to any Shares.
The participant will receive their Shares on the exercise of their Performance Rights.
Participants will not be liable to make payment for Performance Rights granted to them.
The Board may, at its absolute discretion and only where a participant continues to satisfy any relevant conditions imposed by the Board, grant Performance Rights to participants with effect from the date determined by the Board, upon the terms set out in the PRP and upon such additional terms and vesting conditions as the Board determines.
Performance Rights are transferable only with consent of the Board or by operation of law upon the death or bankruptcy of the participant.
The exercise of any vested Performance Right will be effected in the form and manner determined by the Board.
The Company must issue to or procure the transfer to the participant the number of Shares in respect of which vested Performance Rights are exercised, within 30 days after a Performance Right is exercised.
All Shares allotted under the PRP rank equally with other Shares on issue at the time those Shares are provided and carry the same rights and entitlements as those conferred by other Shares.
The Company will apply to ASX for the listing of the Shares issued upon the exercise of the Performance Rights.
The Board may determine that Shares allocated on the exercise of Performance Rights are to be subject to restrictions on sale, transfer or other dealing by the participant.
Where, in the opinion of the Board, a participant:
(a) acts fraudulently or dishonestly; or
(b) is in breach of his or her obligations to the Company,

then the Board may:

(d) deem all or any Shares allotted under the Plan and held by the participant to be forfeited – in which event the participant is deemed to have agreed to sell his shares to the Company pursuant to an Employee Share Scheme Buy-Back (as defined in the Corporations Act) for no consideration or be deemed to have appointed any officer of the Company as his or her agent to sell the Shares on market; and/or
(e) where any Shares allotted under the Plan have been sold by the participant, require the participant to pay all or part of the net proceeds of that sale to the Company.
Where, in the opinion of the Board, a participant’s Performance Rights vest as a result of the fraud, dishonesty, or breach of obligations of another person and, in the opinion of the Board, the Performance Rights would not otherwise have vested, the Board may determine that the Performance Rights have not vested and, subject to applicable laws
(a) where Shares have not been issued or transferred upon the exercise of a vested Performance Right, that the Performance Rights have not vested and reset the Vesting Conditions applicable to the Performance Rights; or
(b) where Performance Rights have vested and have been exercised by the participant, that the Shares are forfeited by the participant and may, at the discretion of the Board, reissue any number of Performance Rights to the participant, subject to new Vesting Conditions in place of the forfeited Shares; or
(c) any other treatment in relation to Performance Rights or Shares to ensure no unfair benefit is obtained by a participant as a result of such actions of another person.
The Board may, in its absolute discretion, determine that all or a specified number of a participant’s unvested Performance Rights vest where:
(a) the participant dies;
(b) a takeover bid is made for the Company;
(c) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(d) the Company passes a resolution for voluntary winding up;
(e) an order is made for the compulsory winding up of the Company;
(f) the participant ceases to be employed by the Company by reason of retirement, redundancy, or total and permanent disability; or
(g) if the participant is a director - the participant resigns or is removed for reasons other than performance or misconduct.

If no determination is made or if the Board determines that some or all of a participant’s Performance Rights do not vest, those Performance Rights will automatically lapse.

If Shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits, the number of Shares over which each Performance Right is exercisable may be increased by the number of Shares which the participant would have received if the Performance Right had been exercised before the record date for the bonus issue.
In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of a participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
During the currency of any Performance Rights and prior to vesting, participants are not entitled to participate in any new issue of securities of the company as a result of their holding Performance Right. In addition, participants are not entitled to vote nor to receive dividends as a result of holding Performance Rights.
The Board may at any time by resolution amend all or any of the provisions of the Plan, or the terms or conditions of any Performance Right granted under the Plan.
Without the consent of the participant, no amendment may be made to the terms of any granted Performance Right which reduces the rights of the participant in respect of that Performance Right, other than an amendment:
(a) for the purpose of complying with or conforming to present or future State or Commonwealth legislation, the Listing Rules or relevant instruments of relief granted by the ASIC governing or regulating the maintenance or operation of the Plan or like plans;
(b) to correct any manifest error or mistake; or
(c) to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to tax legislation (including an official announcement by the Commonwealth of Australia) and/or change in the interpretation of tax legislation by a court of competent jurisdiction.

SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

Class “A” Options

The Class “A” Options entitle the holder to subscribe for a fully paid ordinary share in the capital of the Company (“Share”) on the following terms and conditions:

(a) No monies will be payable for the issue of the Class “A” Options.
(b) A Certificate will be issued for the Class “A” Options.
(c) The exercise price of each Class “A” Option will be $0.02.
(d) Unless they lapse earlier in accordance with these terms, the Class “A” Options shall expire 2 years from their date of issue.
(e) The Class “A” Options will vest 12 months from their issue date. Prior to this time, they may not be exercised by the holder except as expressly provided for in these terms.
(f) If the Class “A” Options have vested, they may then be exercised by the holder.
(g) When exercised, a Class “A” Option entitles the holder to be issued one (1) Share and one (1) further Option to acquire a Share (“Further Option”).
(h) The Further Options shall be on the same terms as the Class “A” Options, except that:
(i) the expiry date of the Further Options shall be three (3) years from the date of issue of the Class “A” Options;
(ii) the exercise price of the Further Options shall be $0.04 each;
(iii) the Further Options will vest 24 months from the date of issue of the Class “A” Options. Prior to this time, they may not be exercised by the holder except as expressly provided for in these terms; and
(iv) when exercised, a Further Option entitles the holder to be issued one (1) Share (and no other securities or options).
(i) For the balance of these terms, the Class “A” Options and the Further Options shall, together, be referred to as the “Options”.
(j) Subject to these terms:
(i) vested Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options held by him accompanied by an Option certificate and a cheque made payable to the Company or an electronic funds transfer for the subscription monies for the Shares; and
(ii) an exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by the holder.

(k) Unless otherwise agreed by the Company, all vested and unvested Options will immediately lapse if any of the following events occur within two years from the date of issue of the Options:
(i) the mandate agreement between the Company and Kenosis is terminated by Kenosis without cause or by the Company with cause; or
(ii) Peter O’Malley ceases to be an employee or director of, or to render services to, the Company for any reason whatsoever (including without limitation resignation or termination for cause), save however that if Peter O’Malley ceases to be a director of the Company for any reason (including if he dies or is incapacitated) and the Company and Kenosis agree on a alternate Chairman within 3 months of the occurrence of such an event, the Options will not lapse.
(l) The Options may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(m) Subject to these terms:
(i) vested Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options held by him accompanied by an Option certificate and a cheque made payable to the Company or an electronic funds transfer for the subscription monies for the Shares; and
(ii) an exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by the holder.
(n) The Company shall allot the resultant Shares within ten (10) Business Days of the exercise of the Option subject to receipt of cleared subscription monies.
(o) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing fully paid ordinary shares of the Company in all respects.
(p) The Options are not transferable, without the prior approval of the Company.
(q) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(r) In the event of any reorganisation of capital of the Company, all rights of the Option holder will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(s) There are no participating rights or entitlements inherent in the Options and the Executive will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(t) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(u) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

(v) In the event there is an occurrence of a “Trigger Event” any unvested Options will immediately vest and become exercisable. A “Trigger Event” is any one of the following events occurring:
(i) a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(ii) a takeover bid for the Company’s issued Shares is declared unconditional and the bidder has acquired a relevant interest in at least 50.1% of the Company’s issued Shares.

Class “B” Options

The Class “B” Options entitle the holder to subscribe for a fully paid ordinary share in the capital of the Company (“Share”) on the following terms and conditions:

(a) No monies will be payable for the issue of the Class “B” Options.
(b) A Certificate will be issued for the Class “B” Options.
(c) The exercise price of each Class “B” Option will be $0.02.
(d) Unless they lapse earlier in accordance with these terms, the Class “B” Options shall expire four (4) years from their date of issue.
(e) In order for the Class “B” Options to vest, both of the following vesting conditions must be satisfied:
(i) the volume weighted average share price of the Company’s shares as traded on ASX over 60 consecutive trading days (when trades actually occur in the Company’s shares) must exceed $0.075 (“Price Hurdle”); and
(ii) 24 months expiring from the date of issue of the Class “B” Options.
- Prior to satisfaction of both of the above vesting conditions, the Class “B” Options may not be exercised by the holder except as expressly provided for in these terms.
(f) If there is a consolidation or subdivision of the Company’s shares, the Price Hurdle will be adjusted in inverse proportion to the ratio of the consolidation or subdivision.
(g) If the Class “B” Options have vested, they may then be exercised by the holder.
(h) When exercised, a Class “B” Option entitles the holder to be issued one (1) Share and one (1) further Option to acquire a Share (“Further Option”).
(i) The Further Options shall be on the same terms as the Class “B” Options, except that:
(i) the expiry date of the Further Options shall be four (4) years from the date of issue of the Class “B” Options;
(ii) the exercise price of the Further Options shall be AUD$0.02 each;
(iii) the Further Options will not having any vesting conditions; and

(iv) when exercised, a Further Option entitles the holder to be issued one (1) Share (and no other securities or options).
(j) For the balance of these terms, the Class “B” Options and the Further Options shall, together, be referred to as the “Options”.
(k) Subject to these terms:
(i) vested Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options held by him accompanied by an Option certificate and a cheque made payable to the Company or an electronic funds transfer for the subscription monies for the Shares; and
(ii) an exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by the holder.
(l) Unless otherwise agreed by the Company, all vested and unvested Options will immediately lapse if any of the following events occurs within two years from the date of issue of the Options:
(i) the mandate agreement between the Company and Kenosis is terminated by Kenosis without cause or by the Company with cause; or
(ii) Peter O’Malley ceases to be an employee or director of, or to render services to, the Company for any reason whatsoever (including without limitation resignation or termination for cause), save however that if Peter O’Malley ceases to be a director of the Company for any reason (including if he dies or is incapacitated) and the Company and Kenosis agree on a alternate Chairman within 3 months of the occurrence of such an event, the Options will not lapse.
(m) The Options may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(n) Subject to these terms:
(i) vested Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options held by him accompanied by an Option certificate and a cheque made payable to the Company or an electronic funds transfer for the subscription monies for the Shares; and
(ii) an exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by the holder.
(o) The Company shall allot the resultant Shares within ten (10) Business Days of the exercise of the Option subject to receipt of cleared subscription monies.
(p) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing fully paid ordinary shares of the Company in all respects.
(q) The Options are not transferable, without the prior approval of the Company.

(r) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(s) In the event of any reorganisation of capital of the Company, all rights of the Option holder will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(t) There are no participating rights or entitlements inherent in the Options and the Executive will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(u) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(v) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
(w) In the event there is an occurrence of a “Trigger Event” any unvested Options will immediately vest and become exercisable. A “Trigger Event” is any one of the following events occurring:
(i) a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(ii) a takeover bid for the Company’s issued Shares is declared unconditional and the bidder has acquired a relevant interest in at least 50.1% of the Company’s issued Shares.

SCHEDULE 4 – VALUATION OF OPTIONS

The Options to be issued to the Related Parties pursuant to Resolutions 12, 13, 14 and 15 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:	Class A Options	Class B Options

Valuation date	15/08/12	15/08/12
Market price of Shares	0.022 cents	0.022 cents
Exercise price	0.02 cents	0.02 cents
Expiry date (length of time from issue)	2 years	4 years
Risk free interest rate	2.89%	2.81%
Volatility (discount)	86.36	86.36

Indicative value per Related Party Option	0.0110	0.007

Total Value of Related Party Options	$880,000	$350,000

Peter O’Malley	$550,000	$0
Kenosis Capital	$0	$350,000
Grant Thomas	$275,000	$0
Bill Oliver	$55,000	$0

Assumptions:	Class A Further Options	Class B Further Options

Valuation date	15/08/12	15/08/12
Market price of Shares	0.022 cents	0.022 cents
Exercise price	0.04 cents	0.02 cents
Expiry date (length of time from issue)	3 years	4 years
Risk free interest rate	2.75%	2.81%
Volatility (discount)	86.36	86.36

Indicative value per Related Party Option	0.009	0.007

Total Value of Related Party Options	$720,000	$350,000

Peter O’Malley	$450,000	$0
Kenosis Capital	$0	$350,000
Grant Thomas	$225,000	$0
Bill Oliver	$45,000	$0

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 5 – VALUATION OF PERFORMANCE RIGHTS

The Performance Rights to be issued to the Related Parties pursuant to Resolution 16 have been valued by internal management .

Using the principles of option valuation models and based on the assumptions set out below, the Performance Rights were ascribed the following value:

Assumptions:	Performance Rights (a)	Performance Rights (b)

Valuation date	15/08/12	15/08/12
Market price of Shares	0.022 cents	0.022 cents
Exercise price	0.00 cents	0.00 cents
Expiry date (length of time from issue)	0.5 years	1 year
Risk free interest rate	2.89%	2.89%
Volatility (discount)	86.36	86.36

Indicative value per Related Party Option	0.022	0.022

Total Value of Related Party Options	$82,500	$82,500

Peter O’Malley	$82,500	$82,500

The valuation above took into account the following matters:

• Performance Rights with market based vesting conditions can only be exercised following the satisfaction of these exercise conditions.

• The valuation of Performance Rights assumes that the exercise of a right does not affect the value of the underlying asset.

• The vesting conditions determine the number of Performance Rights to be issued; they do not have an affect on the value of each Performance Right. If the vesting conditions relate to the vesting of the Performance Rights, rather than the number to be issued, only then would it have to be considered in the valuation of the Performance Rights.

• Given that the Performance Rights are to be issued for no consideration, the value of the Performance Rights is reflected in the underlying Share price at the valuation date. Variable inputs used in traditional option valuation models such as implied share price volatility, the risk free interest rate and life of the right have no impact on the value of the Performance Rights so long as the underlying asset does not pay a dividend.

• The exercise price is the price at which the underlying ordinary Shares will be issued. No consideration is to be paid upon exercising the Performance Rights.

SCHEDULE 6 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

1. DEFINITIONS

In these terms and conditions:

A Performance Share means a Performance Share issued by the Company in accordance with the Agreement that is subject to the A Performance Share Milestone and these terms.

A Performance Share Expiry Date means five (5) years from the date of issue of the A Performance Shares.

A Performance Share Milestone will be taken to have been satisfied if, on or prior to the A Performance Share Expiry Date:

(a) the Vendors have exercised their put option under the Agreement; or
(b) the Company has satisfied the Stage 2 Commitment and the Stage 3 Commitment,

and the Company, Kokkia or one of their subsidiaries successfully defines either:

(c) a JORC Resource of 100mt of Coking Coal; or
(d) a JORC Resource of 300mt of thermal coal that meets the Minimum Specifications; or
(e) a combination of (c) and (d) such the calculation of “X” in the formula below equals or exceeds 300mt:

X = (3 x CC) + TC

Where:

CC = the Coking Coal JORC Resource that is delineated; and

TC = the thermal coal JORC Resource that is delineated (satisfying the Minimum Specifications),

within the area covered by the Licences.

Agreement means the binding farm-in agreement executed between the Company, Kokkia Coal Limited, Baidamar Ltd, Panj-Sher Ank Ltd and the Vendors dated on or about 15 June 2012 (as varied).

Applications means the applications for exploration licences made by Kokkia Coal Limited (or one of its subsidiaries) prior to the date of issue of the Performance Shares over the areas covered by the coordinates set out below:

(a) South East License #1:
(i) 40®57’38.00’’N; 73®52’59.00’’N; (ii) 40®57’37.00’’N; 73®50’50.00’’N; (iii) 40®52’50.00’’N; 73®50’50.00’’N;

(iv) 40®52’10.00’’N; 73®54’5.00’’N; and (v) 40®52’10.00’’N; 74®5’55.00’’N;

(b)	South	East License #2:
	(i)	40®52’10.00’’N;	73®54’5.00’’N;
	(ii)	40®44’10.00’’N;	73®54’5.00’’N;
	(iii)	40®44’10.00’’N;	73®14’50.00’’N; and
	(iv)	40®52’10.00’’N;	74®5’55.00’’N; and
(c)	South	East License #3:
	(iii)	13406673.8275	4543813.5153;
	(iv)	13412170.6841	4541479.3360;
	(v)	13416266.9287	4540080.6506;
	(vi)	13418648.4975	4537227.2344;
	(vii)	13420339.4728	4536604.9270;
	(viii)	13421746.4134	4534708.3263;
	(ix)	13422523.5812	4532584.4012;
	(x)	13418135.2410	4531017.7336; and
	(xi)	13405049.1766	4539253.5182.

ASX means ASX Limited (ABN 98 009 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

B Performance Share means a Performance Share issued by the Company in accordance with the Agreement that is subject to the B Performance Share Milestone and these terms.

B Performance Share Expiry Date means five (5) years from the date of issue of the B Performance Shares.

B Performance Share Milestone will be taken to have been satisfied if, on or prior to the B Performance Share Expiry Date:

(a) the Vendors have exercised their put option under the Agreement; or
(b) the Company has satisfied the Stage 2 Commitment and the Stage 3 Commitment,

and the Company, Kokkia or one of their subsidiaries successfully defines either:

(c) a JORC Resource of 200mt of Coking Coal; or
(d) a JORC Resource of 600mt of thermal coal that meets the Minimum Specifications; or

(e) a combination of (c) and (d) such the calculation of “X” in the formula below equals or exceeds 600mt:

X = (3 x CC) + TC

Where:

CC = the Coking Coal JORC Resource that is delineated; and

TC = the thermal coal JORC Resource that is delineated (satisfying the Minimum Specifications),

within the area covered by the Licences.

C Performance Share means a Performance Share issued by the Company in accordance with the Agreement that is subject to the C Performance Share Milestone and these terms.

C Performance Share Expiry Date means five (5) years from the date of issue of the C Performance Shares.

C Performance Share Milestone will be taken to have been satisfied if, on or prior to the C Performance Share Expiry Date:

(a) the Vendors have exercised their put option under the Agreement; or
(b) the Company has satisfied the Stage 2 Commitment and the Stage 3 Commitment,

and the Company, Kokkia or one of their subsidiaries successfully defines either:

(c) a JORC Resource of 300mt of Coking Coal; or
(d) a JORC Resource of 900mt of thermal coal that meets the Minimum Specifications; or
(e) a combination of (c) and (d) such the calculation of “X” in the formula below equals or exceeds 900mt:

X = (3 x CC) + TC

Where:

CC = the Coking Coal JORC Resource that is delineated; and

TC = the thermal coal JORC Resource that is delineated (satisfying the Minimum Specifications),

within the area covered by the Licences.

Change in Control Event means the occurrence of:

(a) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
(b) that takeover bid has become unconditional; or
(c) the announcement by the Company that shareholders of the Company

have at a court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

(i) cancelled; or
(ii) transferred to a third party; and
(iii) the court, by order, approves the proposed scheme of arrangement.

Coking Coal means coal that a Competent Person determines is coking coal on the basis that it would be acceptable for use by steel mills in China as coking coal used for steel making.

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

Competent Person means an independent competent person appointed by the Company in agreement with Kokkia or, in the absence of agreement, by the Chief Executive Officer for the time being of The Australasian Institute of Mining and Metallurgy at the request of the Company or Kokkia.

Conditions Precedent means the conditions precedent to the Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

D Performance Share means a Performance Share issued by the Company in accordance with the Agreement that is subject to the D Performance Share Milestone and these terms.

D Performance Share Expiry Date means five (5) years from the date of issue of the D Performance Shares.

D Performance Share Milestone will be taken to have been satisfied if, on or prior to the D Performance Share Expiry Date:

(a) the Vendors have exercised their put option under the Agreement; or
(b) the Company has satisfied the Stage 2 Commitment and the Stage 3 Commitment,

the Company, Kokkia or one of their subsidiaries successfully defines either:

(c) a JORC Resource of 400mt of Coking Coal; or
(d) a JORC Resource of 1200mt of thermal coal that meets the Minimum Specifications; or
(e) a combination of (c) and (d) such the calculation of “X” in the formula below equals or exceeds 1200mt:

X = (3 x CC) + TC

Where:

CC = the Coking Coal JORC resource that is delineated; and

TC = the thermal coal JORC Resource that is delineated (satisfying the Minimum Specifications),

within the area covered by the Licences.

Directors mean the directors from time to time of the Company.

E Performance Share means a Performance Share issued by the Company in accordance with the Agreement that is subject to the E Performance Share Milestone and these terms.

E Performance Share Expiry Date means five (5) years from the date of issue of the E Performance Shares.

E Performance Share Milestone will be taken to have been satisfied if, on or prior to the E Performance Share Expiry Date:

(a) the Vendors have exercised their put option under the Agreement; or
(b) the Company has satisfied the Stage 2 Commitment and the Stage 3 Commitment,

and the Company successfully defines either:

(c) a JORC Resource of 500mt of Coking Coal; or
(d) a JORC Resource of 1500mt of thermal coal that meets the Minimum Specifications; or
(e) a combination of (c) and (d) such the calculation of “X” in the formula below equals or exceeds 1500mt:

X = (3 x CC) + TC

Where:

CC = the Coking Coal JORC Resource that is delineated; and

TC = the thermal coal JORC Resource that is delineated (satisfying the Minimum Specifications),

within the area covered by the Licences.

Expiry Date means the A Performance Share Expiry Date, the B Performance Share Expiry Date, the C Performance Share Expiry Date, the D Performance Share Expiry Date or the E Performance Share Expiry Date (as the case may be).

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

JORC Resource means a resource that complies with the JORC Code and, in relation to which, at least 10% is in the ‘measured’ category, 20% is in the ‘indicated’ category and the balance in the ‘inferred’ category.

Kokkia means Kokkia Coal Limited (a company incorporated in Hong Kong).

Licences means the following licences owned by Kokkia or its subsidiaries as at the date of the Agreement (or, in the case of subparagraphs 1.1.1(d) and 1.1.1(e), as at the date of issue of the relevant lease, licence, claim or permit):

(a) License No. 2593 CР for exploration of Kokiinskaya field (coal) dated March 29, 2010, stated to be valid until March 29, 2012 the integral part

of which is License Agreement No. 2 between the Company and the Ministry of Natural Resources of the Kyrgyz Republic dated July 15, 2010, and stated to be valid until March 29, 2012;

(b) License No. 2397 CE for development of coal at the Minteke deposit dated February 16, 2010, stated to be valid until September 28, 2019, the integral part of which is License Agreement No. 2 between the Company and the Ministry dated June 1, 2011 and stated to be valid until September 28, 2019;
(c) License No. 1963 CР for exploration of Tuyuk-Kargasha deposit (coal) as last extended on March 10, 2012, stated to be valid until December 31, 2013 the integral part of which is License Agreement No. 4 between the Company and the State Agency for Geology and Mineral Resources under the Government of the Kyrgyz Republic dated May 10, 2012, and stated to be valid until December 31, 2013;
(d) any lease, licence, claim or permit issued to Kokkia or its subsidiaries in relation to the Applications; and
(e) any lease, licence, claim or permit issued or to be issued under applicable mining laws of the Republic of Kyrgyzstan to Kokkia, Baidamar Limited or Panj-Sher Ank Ltd which confers or may confer a right to prospect, explore for or mine any mineral in the area covered by the above licences, or which may facilitate the enjoyment of such right and includes any application for, and any extension, renewal, conversion or substitution of these licences.

Listing Rules means the official listing rules of ASX, as amended, added to or replaced from time to time.

Milestone means the A Performance Share Milestone, the B Performance Share Milestone, the C Performance Share Milestone, the D Performance Share Milestone or the E Performance Share Milestone (as the case may be).

Minimum Specifications means coal that has the following minimum characteristics (on an as received basis):

(a) >5500kcal/kg;

(b) <15% Ash; and

except as otherwise agreed to by the Company.

Performance Share means an A Performance Share, a B Performance Share, a C Performance Share, a D Performance Share or an E Performance Share (as the case may be).

Performance Shareholder means the holder of a Performance Share.

Project means the area of land covered by the Licences.

Section 606(1) means section 606(1) of the Corporations Act.

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

Shareholder means a holder of Shares.

Stage 2 Commitment has the meaning provided in the Agreement.

Stage 3 Commitment has the meaning provided in the Agreement.

Vendors means the shareholders of Kokkia as at the date of the Agreement.

2. DIVIDEND

Performance Shareholders are not entitled to a dividend.

3. CONVERSION

(a) Conversion

The Performance Shares will convert into Shares in accordance with this clause 3.

(b) Conversion Milestones and Ratio

Subject to clause 3(e), upon the satisfaction of the Milestone in respect of a particular class of Performance Shares prior to the Expiry Date, each Performance Share of that class will automatically convert into one (1) Share.

(c)

Conversion on Change in Control

Subject to clause 3(e), upon the occurrence of a Change of Control Event:

(i) that number of Performance Shares that, after conversion, is equal to 10% of the issued Share capital of the Company (as at the date of the Change of Control Event) shall automatically convert into Shares;
(ii) the Company shall ensure a pro-rata allocation of Shares issued under this clause to all holders of Performance Shares; and
(iii) any Performance Shares that are not converted into Shares in accordance with clause 3(c)(i) will continue to be held by the holder on the same terms and conditions.

(d)

Lapse after Expiry Date

If on the relevant Expiry Date:

(i) the Milestone affecting the A Performance Shares has not been satisfied, then all of A Performance Shares held by each holder shall convert into one Share;
(ii) the Milestone affecting the B Performance Shares has not been satisfied, then all of B Performance Shares held by each holder shall convert into one Share;
(iii) the Milestone affecting the C Performance Shares has not been satisfied, then all of C Performance Shares held by each holder shall consolidate into one Share;

(iv) the Milestone affecting the D Performance Shares has not been satisfied, then all of D Performance Shares held by each holder shall consolidate into one Share; and
(v) the Milestone affecting the E Performance Shares has not been satisfied, then all of E Performance Shares held by each holder shall consolidate into one Share.
(e) Takeover Provisions
(i) If the conversion of Performance Shares (or part thereof) under clauses 3(b) or 3(c) would result in any person being in contravention of Section 606(1) then the conversion of each Performance Share that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of Section 606(1).
(ii) The Performance Shareholders shall give notification to the Company in writing if they consider that the conversion of Performance Shares (or part thereof) under clauses 3(b) or 3(c) may result in the contravention of Section 606(1) failing which the Company shall assume that the conversion of Performance Shares (or part thereof) under clauses 3(b) or 3(c) will not result in any person being in contravention of Section 606(1).
(iii) The Company may (but is not obliged to) by written notice request the Performance Shareholders to give notification to the Company in writing within seven (7) days if they consider that the conversion of Performance Shares (or part thereof) under clauses 3(b)or 3(c) may result in the contravention of Section 606(1). If the Performance Shareholders do not give notification to the Company within seven (7) days that they consider the conversion of Performance Shares (or part thereof) under clauses 3(b) or 3(c)may result in the contravention of Section 606(1) then the Company shall assume that the conversion of Performance Shares (or part thereof) under clauses 3(b) or 3(c) will not result in any person being in contravention of Section 606(1).

(f) After Conversion

The Shares issued on conversion of any Performance Share will, as and from 5.00pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

4. ISSUE OF SHARES FOR NO CONSIDERATION

The Company shall allot and issue Shares upon conversion of the Performance Shares as soon as practicable (and, in any event, no later than 10 business days after the conversion event has occurred) for no consideration to the holder of the Performance Shares or its nominees and shall record the allotment and issue in the manner required by the Corporations Act and the Listing Rules.

5. RECONSTRUCTION

In the event of any reconstruction, consolidation or division of the issued capital of the Company, the Shares, the Performance Shares and their terms of conversion shall be reconstructed, consolidated or divided in the same manner such that no additional benefits are conferred on the Performance Shareholders by virtue of such reconstruction, consolidation or division.

6. WINDING UP

If the Company is wound up prior to conversion of all of the Performance Shares into Shares then the Performance Shareholders will have no right to participate in surplus assets or profits of the Company on winding up.

7. NON-TRANSFERABLE

The Performance Shares are not transferable.

8. COPIES OF NOTICES AND REPORTS

The Performance Shareholders have the same right as Shareholders to receive notices, reports and audited accounts.

9. VOTING RIGHTS

The Performance Shareholders shall have no right to vote, subject to the Corporations Act.

10. PARTICIPATION IN NEW ISSUES

There are no participation rights or entitlements inherent in the Performance Shares and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Shares.

11. QUOTATION

The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the Company.

SCHEDULE 7 – PRO-FORMA BALANCE SHEET

VIEW RESOURCES LIMITED	VIEW RESOURCES LIMITED
CONSOLIDATED PRO-FORMA BALANCE SHEET
AS AT 30 JUNE 2012
		Unaudited Consolidated Actual	Kokkia Stage 1 Cash Advance applied	Kokkia Stage 1 Vendor Share Consideration	Capital Raising	Transaction Costs	Material Subsequent Operating Payments	Estimated Director Share Based Payments	Unaudited Consolidated Proforma
		$ 2,491,065 38,537 23,902 11,282	$	$	$	$	$	$	$ 2,855,889 38,537 23,902 11,282
	*Current Assets*
	Cash at Bank				2,000,000	(250,000)	(1,385,176)
	Trade Debtors
	Prepayments
	Other current assets
	Total Current Assets	2,564,786	-	-	2,000,000	(250,000)	(1,385,176)	-	2,929,610
		2,433,810 2,519,907 65,189							16,303,717 - 65,189
	*Non Current Assets*
	Exploration Interests & Expenditure		2,519,907	10,000,000		150,000	1,200,000
	Funds advanced to Kokkia		(2,519,907)
	Property,Plant & Equipment
	Total Non-Current Assets	5,018,906	-	10,000,000	-	150,000	1,200,000	-	16,368,906

	Total Assets	7,583,692	-	10,000,000	2,000,000	(100,000)	(185,176)	-	19,298,516
		37,326 28,889 (46,888) 43,532							- - - -
	*Current Liabilities*
	Trade Creditors						(37,326)
	Accrued Creditors						(28,889)
	GST Payable						46,888
	Payroll liabilities						(43,532)
	Total Current Liabilities	62,859	-	-	-	-	(62,859)	-	-

	Total Non-Current Liabilities	-	-	-	-	-	-	-	-

	Total Liabilities	62,859	-	-	-	-	(62,859)	-	-

	Net Assets	7,520,833	-	10,000,000	2,000,000	(100,000)	(122,317)	-	19,298,516
		5,600,000 (263,354) 40,076 (32,748) 1,668,795 508,064							17,600,000 (363,354) 2,505,076 (32,748) 1,668,795 (2,079,253)
	*Equity*
	Contributed Equity			10,000,000	2,000,000
	Capital RaisingCosts					(100,000)
	Share Based Payments Reserve							2,465,000
	FX reserve
	Retained Earnings
	Current Earnings						(122,317)	(2,465,000)

	Total Equity	7,520,833	-	10,000,000	2,000,000	(100,000)	(122,317)	-	19,298,516

	Note 1: The Pro forma does not include the impact of the achievement of acquisition performance hurdles and the issue of shares, for which the costs to achieve are currently interdeterminable. These costs would form part of exploration expenditure capitalised on the balance sheet and would reduce cash at bank accordingly. The value of the performance shares issued at the time would form part of the exploration expenditure for the project and the resulting entry would be recorded against issued capital.
	Note2 : Kokkia Stage 1 cash advance of USD $2,500,000 has been paid and completed as at 30 June 2012 and is included in the Unaudited Consolidated Actual.
	Note 3: The minimum capital raising amount shown above is $2,000,000 but should more funds be raised then the cash balance will increase and the issued capital will increase by the amount of the additional funds raised less any additional capital raising costs.

PROXY FORM

APPOINTMENT OF PROXY VIEW RESOURCES LTD ACN 009 162 949

GENERAL MEETING

I/We of

==> picture [425 x 51] intentionally omitted <==

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, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10:00am (WST), on Thursday 4 October 2012 at Level 1, 12 Kings Park Road, West Perth, Western Australia, and at any adjournment thereof.

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 10, 11, 12, 13 and 16 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 10, 11, 12, 13 and 16 and that votes cast by the Chair of the General Meeting for Resolutions 10, 11, 12, 13 and 16 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 10, 11, 12, 13 and 16 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 10, 11, 12, 13 and 16.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN
Resolution 1 – Change in Scale of Activities
Resolution 2 – Ratification of Tranche 1 Shares (Capital Raising)
Resolution 3 – Approval for Issue of Tranche 2 Shares (Capital Raising)
Resolution 4 – Creation of a new class of securities – Performance Shares
Resolution 5 – Issue of Consideration Shares and Performance Shares
Resolution 6 – Change of Company Name
Resolution 7 – Ratification of Prior Issue of Shares
Resolution 8 – Election of Director – Mr Peter O’Malley
Resolution 9 – Election of Director – Mr Grant Thomas
Resolution 10 – Adoption of Employee Option Plan
Resolution 11 – Adoption of Performance Rights Plan
Resolution 12 – Issue of Options to Kenosis Capital Partners
Resolution 13 – Issue of Options to Mr Peter O’Malley
Resolution 14 – Issue of Options to Mr Grant Thomas
Resolution 15 – Issue of Options to Bill Oliver
Resolution 16 – Issue of Performance Rights to Mr Peter O’Malley
Resolution 17 – Issue of Securities to CPS Securities

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 two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s): ____ Individual or Member 1 Sole Director/Company Secretary Contact Name: ________	Member 2 Director __ Contact Ph (daytime):	Date: Member 3

		Director/Company Secretary ____

VIEW RESOURCES LTD ACN 009 162 949

Instructions for Completin g ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.
( 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:
(a) post to View Resources Ltd, Level 1, 12 Kings Park Road, West Perth WA 6872; or
(b) facsimile to the Company on facsimile number +61 8 9226 4300,

so that it is received not less than 48 hours prior to commencement of the Meeting. Proxy forms received later than this time will be invalid.

AI assistant

Celsius Resources Limited — Proxy Solicitation & Information Statement 2012

10450_rns_2012-08-30_3ee87774-cc19-44d0-86f6-9b87dabb9dcc.pdf

NOTICE OF GENERAL MEETING

CRITICAL DATES*

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

LETTER TO SHAREHOLDERS

Dear Shareholder

Peter O’Malley Non-Executive Chairman

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE IN SCALE OF ACTIVITIES

2. RESOLUTION 2 – RATIFICATION OF TRANCHE 1 SHARES ISSUED UNDER CAPITAL RAISING

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF TRANCHE 2 SHARES UNDER CAPITAL RAISING

4. RESOLUTION 4 – CREATION OF A NEW CLASS OF SECURITIES – PERFORMANCE SHARES

5. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES AND PERFORMANCE SHARES TO THE VENDORS

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – SHARES

8. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – MR PETER O’MALLEY

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – MR GRANT THOMAS

10. RESOLUTION 10 – ADOPTION OF EMPLOYEE OPTION PLAN

11. RESOLUTION 11 - ADOPTION OF PERFORMANCE RIGHTS PLAN

12. RESOLUTION 12 – ISSUE OF OPTIONS TO KENOSIS CAPITAL PARTNERS

Voting Prohibition Statement:

13. RESOLUTION 13 – ISSUE OF OPTIONS TO PETER O’MALLEY

Voting Prohibition Statement:

14. RESOLUTION 14 – ISSUE OF OPTIONS TO GRANT THOMAS

Voting Prohibition Statement:

15. RESOLUTION 15 – ISSUE OF OPTIONS TO BILL OLIVER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

Voting Prohibition Statement:

16. RESOLUTION 16 – ISSUE OF PERFORMANCE RIGHTS TO MR PETER O’MALLEY

17. RESOLUTION 17 – ISSUE OF SECURITIES TO CPS SECURITES

DATED: 28 AUGUST 2012

BY ORDER OF THE BOARD

RANKO MATIC COMPANY SECRETARY

EXPLANATORY STATEMEN T

1. OVERVIEW OF CHANGE OF SCALE OF ACTIVITIES

1.1 General

1.2 WA Interests

1.3 Kyrgyzstan Interests

1.4

Background to Change of Scale of Activities

1.5 The Project

Tuyuk-Kargasha

Figure 2: Geology Map of the northern Uzgen Basin showing the location of the Kargasha, Tuyuk, Min-Teke and Kokkia Prospects.

Min-Teke

Outcropping coal at the Min Teke Prospect

1.6 About Kyrgyzstan

1.7 Infrastructure

1.8 Transaction Details

(together, the Conditions Precedent ).

Stage 2 Commitment

Stage 3 Commitment

Put Option

Claw Back

Loan

1.9 Exploration Target

Total

501 - 700

1.10 Capital Raising

1.11 Pro Forma Balance Sheet

1.12 Pro Forma Capital Structure

1.13 Advantages of the Acquisition

1.14 Disadvantages of the Acquisition

1.15 Risk Factors

Specific Risks

(a) ‘Claw Back’ Provisions associated with the Farm-in Agreement

(b) Dilution Risk

(c) Counterparty and Contractual Risk

(d) Risks Associated with Operating in Kyrgyzstan

(e) Kyrgyzstan’s Legal Environment

(g) Future capital requirements

Celsius Resources Limited Proxy Solicitation & Information Statement 2012