RICHFIELD GROUP LIMITED ACN 009 144 503

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM

Annual General Meeting to be held at the Subiaco Hotel, Level 1, 465 Hay Street, Subiaco, Western Australia on Wednesday, 26 November 2008 commencing at 10.00 am (WDST).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

CONTENTS PAGE

Section 1 Time and Place of Meeting Section 2 Notice of General Meeting (setting the agenda and proposed resolutions)
Section 3 Explanatory Statement (explaining the proposed resolutions) Section 4 Glossary Annexure A Auditors Nomination Annexure B Terms of Consideration Options Annexure C Terms of Future Options Annexure D Independent Geologists Report Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WDST) on 26 November 2008 at:

Subiaco Hotel Level 1 465 Hay Street SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) person to Richfield Group Limited, C/- 311 Hay Street, SUBIACO, WA 6008;
(b) post to Richfield Group Limited, C/- PO Box 8282, SUBIACO EAST WA 6008; or
(c) facsimile to the Company on facsimile number (+61 8) 9388 3701

so that it is received not later than 10:00am (WDST) on 24 November 2008.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Richfield Group Limited will be held at the Subiaco Hotel, Level 1, 465 Hay Street, Subiaco Western Australia on Wednesday, 26 November 2008 commencing at 10.00am (WDST).

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 of the Company on 24 November 2008.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report, together with the Director‟s and auditor‟s reports for the year ending 30 June 2008.

1. RESOLUTION 1 - Election of Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions :

“(a) That, for all purposes, Mr Steven Pynt who retires and offers himself for re-election, is re-elected as a Director.

(b) That, for all purposes, My Wayne Knight, who was appointed to the Board since the last annual general meeting of the Company is re-elected as a Director.”

2. RESOLUTION 2 - Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution :

“That, for all purposes, Shareholders approve the Remuneration report for the year ending 30 June 2008.”

3. RESOLUTION 3 - Appointment of Auditor

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, Grant Thornton be retained to act as auditor of the Company.”

4. RESOLUTON 4 - Change in Nature and Scale of Activities of Company

To propose and if thought fit, to pass, the following resolution as an ordinary resolution .

“ That, subject to Resolutions 5 to 10 (inclusive) being passed and in accordance with ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities as described in the Explanatory Statement.”

Voting Exclusion Statement – Resolution 4

In accordance with Listing Rules 11.1, the Company will disregard any votes cast on Resolution 4 by:

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;
a person who is a party to the agreement to acquire the issued capital of Victory West as summarised in the Explanatory Statement attached to this Notice of Meeting; and
any associate of these people.

However the Company need not disregard a vote if:

it is a 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 a cast by the person chairing the meeting as a 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 Exclusion Statement – Resolution 4

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 4 by:

a person who may participate in the proposed issue of securities 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
an associate of that person.

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 a person chairing the meeting as a 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 Securities to Acquire 75% of Victory West Pty Ltd

To propose and if thought fit, to pass, the following resolution as an ordinary resolution .

“ That, subject to Resolutions 4 and 6 to 10 (inclusive) being passed and in accordance with Listing Rule 7.1, and for all other purposes, approval be and is hereby given to the issue of 500 million (500,000,000) Consideration Shares at an issue price of 1 cent per Share and 500 million (500,000,000) Consideration Options to various shareholders in Victory West, as consideration for the Company acquiring 75% of the issued capital of Victory West, further details of which are contained in the Explanatory Statement. ”

Voting Exclusion Statement – Resolution 5

In accordance with Listing Rules 7.1, the Company will disregard any votes cast on Resolution 5 by:

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;
a person who is a party to the agreement to acquire the issued capital of Victory West as summarised in the Explanatory Statement attached to this Notice of Meeting; and
any associate of these people.

However the Company need not disregard a vote if:

it is a 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 a cast by the person chairing the meeting as a 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 Exclusion Statement – Resolution 5

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 5 by:

a person who may participate in the proposed issue of securities 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
an associate of that person.

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 a person chairing the meeting as a 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. RESOLUTON 6 - Consolidation of Share Capital

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

“That, subject to Resolutions 4, 5 and 7 to 10 (inclusive) being passed and in accordance with section 254H of the Corporations Act, Listing Rule 7.20 and the Company’s Constitution and for all other purposes, approval be and is hereby given to the consolidation of the share capital of the Company on a 1 for 20 basis as detailed in the Explanatory Statement, with any fractional entitlements being rounded down to the nearest whole number.”

7. RESOLUTION 7 - Approval for Future Issue of Options

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

“ That, subject to Resolutions 4 to 6 and 8 to 10 (inclusive) being passed and for the purposes of Listing Rule 7.1 and for all other purposes the directors of the Company be authorised to allot and issue 45 million (45,000,000) Future Options on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. ”

Voting Exclusion Statement – Resolution 7

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 7 by:

 a person who may participate in the proposed issue of securities 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  an associate of that person.

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 attending the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. RESOLUTION 8 - Change of Company Name

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

“ That subject to the passing of Resolutions 4 to 7 and 9 and 10 and in accordance with section 157(1) of the Corporations Act, and for all other purposes, the Company change its name from “Richfield Group Limited” to “Victory West Moly Limited”.

9. RESOLUTION 9 - Reduction of Capital

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

“That subject to resolutions 4 to 8 and 10 (inclusive) being passed and in accordance with sections 256B and 258F of the Corporations Act and for all other purposes, approval be and is hereby given to the capital of the Company being reduced by applying an amount of approximately $9,000,000 being a portion of the accumulated losses of the Company against the share capital which is considered permanently lost.”

10. Resolution 10 – Approval for Future Issue of Ordinary Shares

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

“ That, subject to Resolutions 4 to 9 (inclusive) being passed and for the purposes of Listing Rule 7.1 and for all other purposes the directors of the Company be authorised to allot and issue up to 7 million (7,000,000) Future Ordinary Shares as set out in the Explanatory Statement accompanying this Notice of Meeting. ”

Voting Exclusion Statement – Resolution 10

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 10 by:  a person who may participate in the proposed issue of securities 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  an associate of that person.

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 attending the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Resolutions 4 to 10 (inclusive) are subject to and conditional on each of the resolutions being passed. Accordingly, the resolutions should be considered collectively as well as individually.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

(a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;
(d) a body corporate appointed as a Shareholder‟s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder‟s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorizing him or her to act as that company‟s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person‟s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 10.00 am (WDST) on 24 November 2008. Accordingly, transactions registered after that time will be disregarded in determining Shareholder‟s entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

Steven Pynt Chairman Richfield Group Limited 16 October 2008

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company‟s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Resolution 1 – Election of Directors

In accordance with Listing Rule 14.4 and clause 12.2 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

In addition, clause 12.4 of the Constitution requires that any Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following his or her appointment, but is eligible for re-election at that Annual General Meeting.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

Mr Steven Pynt retires by rotation at this meeting and, being eligible, offers himself for re-election.

Mr Wayne Knight was appointed by the Directors to fill a casual vacancy and now retires. Being eligible, he offers himself for election as a Director.

2. Resolution 2 - Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted must be put to the vote. Resolution 3 seeks this approval.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that resolution 3 is an “advisory only” resolution which does not bind the Directors of the Company.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

3. Resolution 3 - Appointment of Auditor

The Directors have considered this matter and now recommend that Grant Thornton be retained to act as auditor to the Company.

In accordance with the Corporations Act, Fanucci Pty Ltd, a shareholder and Steven Pynt has nominated that Grant Thornton be retained to act as appointed auditors for the Company. A copy of that nomination is attached to the Notice of Annual General Meeting (Annexure A).

4. Resolution 4 - Change in Nature and Scale of Activities of Company

4.1 Background Information

Subject to the passing of Resolutions 5 to 9 (inclusive), Resolution 4 is an ordinary resolution which seeks approval for the change of the Company‟s nature and scale of activities to that of a resources exploration company, pursuant to the agreement reached with Victory West Pty Ltd.

On 4th December 2007 the Company entered into a Heads of Agreement with certain shareholders of Victory West (“Vendors”) to acquire 75% of the issued capital of Victory West. Under the terms of the Heads of Agreement, the Company proposed to issue to the Vendors a total of 500 million Consideration Shares at an issue price of $0.01 per Share and 500 million unlisted Consideration Options in consideration for the acquisition of the 75% interest in Victory West.

On 15 October 2008, the Company and the Vendors entered into the Share Sale Agreement for the acquisition of 75% of the issued capital of Victory West. In accordance with the terms of the Share Sale Agreement, the Company will issue 500 million Consideration Shares and 500 million unlisted Consideration Options to the Vendors. The Share Sale Agreement replaces the above Heads of Agreement and is subject to and conditional upon:

(a) the Company completing satisfactory due diligence investigations into Victory West;
(b) the completion of due diligence investigations into the assets in Indonesia;
(c) the Company obtaining all necessary shareholder and regulatory approvals for the proposed transaction; and
(d) any other regulatory approvals required for the proposed transaction.

The conditions precedent must be satisfied or waived by 31 January 2009. Satisfactory due diligence has been completed and as such conditions (a) and (b) above have been satisfied.

Pursuant to the terms of the Share Sale Agreement, the Company has also been provided with a first right of refusal to purchase the remaining 25% of Victory West. This right of first refusal expires in five (5) years.

In light of the abovementioned agreement, the company is changing its business from being an importer and distributor of LCD desktops, memory modules and other associated IT peripherals to that of a major molybdenum exploration and production company.

The Company‟s recent ASX announcement provide additional information regarding the background to the Company‟s project and results etc.

4.2 Overview and Information on Victory West Pty Ltd

Victory West Pty Ltd was incorporated in October 2007 to formalise a syndicate of Australian and Indonesian mining and resource parties and investors. The sole asset of Victory West Pty Ltd is the interests and title to the Malala Molybdenum Project in Sulawesi, Indonesia.

The Victory West group have invested in projects related to the mining and resources industry in Indonesia over the past 3 to 5 years. During this period the Victory West Group identified the Malala Molybdenum Project as a significant world class resource and were subsequently successful in securing title to the project in late 2007.

The Victory West group subsequently entered into negotiations and agreements with Richfield Group Limited to explore and exploit the project by transferring 75% of the ownership of Victory West Pty Ltd to Richfield. Furthermore, Richfield have the first right of refusal on agreed terms to acquire the remaining 25% of Victory West Pty Ltd.

4.3 History of Malala Molybdenum Project

Victory West holds the rights to explore and exploit the “Malala Molybdenum Project” indirectly through its 95% ownership of PT Sulawesi Molybdenum Management, which has entered into co-operation agreements with the six KP holders. The Malala Molybdenum Project comprising of six areas or Kuasa Pertambangan (KPs) in the Toli-Toli Regency on the island of Sulawesi in Indonesia that cover 287.47km2. An additional KP has been identified and applied for subsequent to analysing imagery data.

The KPs incorporate the most prospective sections of a former 3rd Generation Contract of Work (COW) held by Rio Tinto during 1977-1985 and for a period in joint venture with Santos Ltd during 1980-82.

The Malala Project Area encompasses deep-seated metamorphic rocks, Paleogene Tinombo Formation sediments, basalts of the Papayoto Volcanics with minor associated deep-sea sediments and extensive Dondo Batholith granitoids. These rocks occur in rugged mountain ranges up to 3,000m high.

Evidence of mineralization in the area was found during a reconnaissance geochemical exploration program conducted by Rio Tinto Indonesia (RTI) in 1973. During that year a 17,200km2 area (Block 3) was investigated by reconnaissance stream sediment sampling and regional geological mapping. Eighteen geochemical anomalies were identified.

Results outlined several areas showing high potential for ore deposits. A number of base metal and molybdenum stream sediment anomalies were detected in streams with catchments in excess of 15km2. One of these streams, the Takudan River, yielded encouraging anomalous values of 245ppm Cu, 390ppm Pb, 340ppm Zn and 15 ppm Mo. Follow-up sampling in 1976 led 7km upstream to a tributary where a sample assayed 567ppm Mo. A positive geological traverse along this creek discovered molybdenite in a quartz vein system.

Block 3 was reduced in stages until the retained area was limited to two blocks of 557km2 (Main Block) and 85.6 km2 (C Block).

Results from follow-up exploration led RTI to conclude that Anomalies A, B, C and S were the most promising. Best results were obtained from Anomaly B where 36 diamond drill holes, totaling 7,864m were drilled during the period October 1977 to August 1982. The most significant drill intersection was 234m @ 0.28% MoS2 in diamond hole DDHM 12. This drilling outlined the Malala molybdenum deposit with a geological resource of 107Mt @ 0.14% MoS2 (see note below: Important Information Regarding Non-JORC Resource Estimates ).

A JV on Block 3 with Santos was signed in 1980 at a time when molybdenum prices were at historical highs (+$US10/lb). As of 31 August 1982, total expenditure was $US6.5M.

A scoping study carried out by Santos indicated that the Malala project would be viable at a long term molybdenum price of US$ 6.33/lb. The low molybdenum prices prevailing at the time (<$US5/lb) made the project uneconomic and in 1983 the contract area was returned to the Indonesian Government.

4.4 Subsequent Analysis

The historical drill results show apparent down-grading by at least 10% due to the use of inappropriate assaying techniques for molybdenum (AAS instead of XRF); incorrect diamond bits used in drilling and core cutting and sample preparation inaccuracies. Re-assaying of selected core intersections utilizing the latest laboratory techniques would confirm the mean actual molybdenum percentage lost.

The widespread areal distribution (>4km2) of molybdenum mineralisation and alteration indicates a high potential for the discovery of a major ore deposit at Malala.

Subsequent trenching to the drilling campaigns has highlighted the need for a complete re-interpretation of the structures controlling the molybdenum mineralisation at Malala. Trenching in the area of drill hole DDHM 33, for instance, has exposed that probably the mineralisation is steeply dipping to the west. Hence, all drilling has been down dip in this area and many drill metres wasted.

A number of drill holes have stopped in mineralisation, e.g. DDHM 8, 11, 22, 30 and 32. These promising intersections need deepening so as to evaluate the true length of the mineralized zone.

These drilling deficiencies strongly indicate that the Malala deposit still requires an extensive diamond drilling campaign. Good potential exists for a major upgrade in current resources in both tonnage and grade by reorientation of future drill holes and by using the XRF method for molybdenum assays.

On Tuesday, 14 October 2008 the company announced its most recent exploration data and work completed.

Please refer to the Company‟s ASX announcements regarding the outcome of recent works and drilling/exploration results.

4.5 Proposed Work Program

An exploration program is proposed to evaluate new areas and conduct a 2,500m diamond drilling campaign to test these new targets, confirm historic assay intervals and upgrade geological resources known to date. A budget of $US990,000 for year 1 is proposed with a further $US1,980,000 in year 2.

4.6 Important Information Regarding Non-JORC Resource Estimates

The following information is material to shareholders and should be read in conjunction and with reference to the above Historical Estimates. This information is in part extracted from the Independent Geological Report by Al Maynard and Associates dated September 2008.

Previous estimates of quantum of mineralisation associated with the Malala Deposit were generated prior to the introduction of the JORC Code guidelines for the report of identified mineral resources and ore reserves. Due to a lack of original digital data, AI Maynard & Associates is unable to fully determine the consistency of the estimates with the December 2004 JORC Code guidelines. On this basis, Shareholders should be aware that the estimates therefore cannot be reported as ‘resources’ or ‘reserves’ under the JORC Code guidelines. Whilst AI Maynard & Associates considers that the estimates of previous mineralisation generated for the Malala Deposit provide a reasonable reflection of the quantum and grade of mineralisation, there is no guarantee the re-classification will occur in the short term or at all.

the Historical Estimates above are not reported in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration that the resource or reserve estimate will ever be reported in accordance with the JORC Code.
the Historical Estimates are sourced from the following data sources.
i. PT Rio Tinto Indonesia internal memorandum dated 15 December 1981 entitled “Possible and Potential Reserves Block III” and signed by Mr. Ken Ferguson, Exploration Manager and included geological cross-sections which formed the basis of the calculations.
ii. PT Rio Tinto Indonesia Report Number 340 dated March 1985, to the Department of Mines and Energy of the Republic of Indonesia entitled “Final Report, Block 3, Sulawesi, Indonesia” by Ken Ferguson, Exploration Manager.
iii. Journal of Geochemical Exploration 50 (1994) pp 279-315 entitled “Porphyry molybdenum mineralization in a continental collision setting at Malala, northwest Sulawesi, Indonesia” by Theo Van Leeuwen and others.
iv. Santos Ltd internal memorandum dated 29 December 1981 by L.E. Whitehouse in relation to the method by which an estimate of possible and notional tonnages of molybdenum mineralized rock amenable to open pit and underground mining methods was arrived at. These estimates were jointly made with C.C. Brooks, Consulting Geologist, during the period 9-14 December, 1981 and included accompanying level plans which formed the basis of the calculations.
v. Santos Limited International Report No. 1982/5505/1 dated February 1982 entitled “Block 3, Sulawesi. Summary of Results to end December 1981” by Laurie E. Whitehouse, Senior Geologist.
The Company believes that the previous resource studies by Rio Tinto are very relevant to the current work as they define the area and location of the current “Target Mineralisation” that is to be explored as proposed by Richfield. It is believed that Rio Tinto engaged in the best practice at the time of this work and therefore it is reliable. It is also material because it demonstrates the potential for a JORC Code compliant resource to be defined. The Historical Estimates are further relevant as the tonnages and grades reported are economically significant when compared to deposits currently being mined elsewhere in the world and especially in light of current molybdenum prices. Rio Tinto completed a resource evaluation study on the Malala molybdenum deposit and determined a resource of [email protected]% MoS2 for Malala (Ferguson 1985).
The Company believes that the Historical Estimates were conducted in accordance with best practice methods available at the time, by large multinational resource companies. As a result the Company believes the Historical Estimate to be reliable.
The method of calculation is still in standard use today and in terms of JORC would qualify for “Inferred Resource” as a minimum.
Please see the Company‟s recent ASX Announcements regarding recent exploration results and activities.
The Historical Estimates are consistent with the guidance contained in the Companies Update numbered 11/07 and 05/04.
On the 28th of March 2008 the ASX granted a waiver to listing rule 5.6 to allow the Company to report the Historical Estimates.
The Company intends to evaluate the matters listed in Table 1 of the JORC Code which are relevant to the estimate and to conduct exploration for the purposes of allowing a competent person to take responsibility for the estimate of mineral resources or ore reserves so that they may be reported by the Company in accordance with the JORC Code. Key points with regards to the proposed exploration are as follows:
i. a work programme and budget for the ongoing exploration and resource delineation drilling has been prepared for consideration by the board of directors.
ii. subject to board approval and financing, the company intends to implement this programme as soon as possible.
iii. it is proposed to initially conduct geological mapping, stream sediment and pan concentrate sampling, reconnaissance level rock chip sampling and ridge, spur and river bank soil sampling across all of the granted KP‟s held by the Richfield Group.
iv. follow-up exploration on these results would include trenching across delineated anomalies and ground magnetic and IP surveys to identify new drill targets.
v. a diamond drilling campaign of 2,500m is planned to test these new targets, confirm historic assay intervals and upgrade geological resources known to date. A budget of $US990,000 for year 1 is proposed with a further $US1,980,000 in year 2.

vi. an estimated exploration budget breakdown is given in the table below.

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4.7 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

On the basis that approval pursuant to Resolution 4 is obtained, the Company will seek to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules. Compliance with the admission requirement involves, amongst other things, the following:

Issuing a prospectus;
Meeting the spread requirements that is either;
(a) at least 500 holders each with a parcel of the main class of securities with a value of at least $2,000; or
(b) 400 holders with a parcel of securities with a value of at least $2,000, and persons who are not related parties must hold at least 25% of securities quoted;
Meeting ASX‟s profit test or assets test;
Having the entity‟s quoted securities (except options) issued or sold for at least 20 cents in cash; and
Having the entity‟s options exercisable for at least 20 cents in cash.

Shareholders should be aware that following the Annual General Meeting, the Company will be suspended by the ASX until it has re-complied with Chapters 1 & 2 of the ASX Listing Rules, as summarised above. It is the Company‟s intention to meet these requirements as soon as practical.

4.8 Advantages of transaction

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 the proposed Resolutions:

the directors of the Company believe that an investment in Victory West Pty Ltd will add significant value to the Company‟s shareholdings.
by approving the change in nature and scale, the Company can focus on molybdenum exploration activities;
the Company intends to develop this Molybdenum Project into a world class asset capable of helping to meet the growing global demand for molybdenum.
the molybdenum exploration activities represent a significant opportunity for the Company;
the Company has sought and been granted a waiver to listing rule 5.6 to allow the Company to report the Historical estimates as part of a prospectus to raise funds for the proposed work program.

4.9 Disadvantages of transaction

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 the proposed Resolutions:

the Company will be changing the nature of its activities to become a company focused on molybdenum exploration activities, which may not be consistent with the objectives of all Shareholders;
there are many risk factors associated with the change in nature of the Company‟s activities (these are set out further in this notice);
there is no guarantee that Company‟s shares will increase in value.

4.10 Risks – Change of Activities

Shareholders should be aware that if the Resolutions are approved, the Company will be changing the nature of its activities to a resources exploration company which will because of its nature be subject to various risk factors. These risks are both specific to the Company and also relate to the general business and economic environment in which the Company will operate.

Based on the information available, the principal risks facing the Company are as follows:

Specific Risks

The Company‟s Molybdenum Projects are located in Indonesia, which is a less-developed country and is associated with political, economic, legal and social risks including political instability, unrest and inefficiency.

Consideration should be given to the risks associated with operating in Indonesia as it has an economic and legal system different from that of most developed countries. There can be no assurance that the system of government and the political system will become more stable or that it will not become less stable. There can be no guarantee that government regulations relating to foreign investment, repatriation of foreign currency, taxation and the mining industry in Indonesia will not change in the future to the detriment of the Company‟s business. Outcomes before Courts in Indonesia may be less predictable than in Australia, which would affect the enforceability of contracts entered into by the Company in Indonesia.

The Company has made investment and strategic decisions based on information currently available to the Directors. Should there be any material change in the political, economic, legal or social environments in Indonesia, the Directors may reassess investment decisions and commitments to its assets in Indonesia.

The Indonesian government may from time to time review the environment bonds or other guarantees that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

Exploration Costs Risk

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimated and assumed. Accordingly, no assurance can be given that the cost estimate and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company‟s viability.

Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the project areas, or any other tenements that may be acquired in the future, will result in the discovery of economic ore deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; obtaining necessary licenses, unanticipated metallurgical problems which may affect extraction costs; lack of market demand; force majeure; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment; adverse geological, seismic and geotechnical conditions.

No Profit to Date

The Company has incurred operating losses since its inception and it is therefore not possible to evaluate its prospects based on past performance.

No assurances can be given that Richfield will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until Richfield is able to realise value from its projects, it is likely to incur ongoing operational losses.

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may in turn adversely affect the Company‟s operations and the value of its securities. Please also refer to comments made in Section 4.6 of this notice.

Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Compliance and Tenement Maintenance Risk

The Company has acquired an interest in various mining tenements. Title to these tenements is subject to the Company, as tenement holder, complying with the terms and conditions of each tenement, including any minimum annual expenditure commitments. There are also various licenses associated with the KP Holder Entities including forestry requirements that the Company is undertaking the necessary approval processes. In this respect, the Company has made the appropriate submissions and applications and is awaiting formal approval from the Ministry of Forestry. The company is not aware of any reasons why these licenses will not be granted. There is a risk that if the Company does not comply with the terms and conditions of each tenement, it may lose its interest in the relevant tenement.

The Company has commissioned a legal report, which has yet to be completed, and has conducted thorough due diligence regarding legal ownership and rights that comprise the proposed Molybdenum Project. The Company is not aware of any circumstances that have occurred that may affect the Company‟s legal rights and ability to conduct and develop the Molybdenum Project. The Company‟s interest in the tenements has been issued under the authority of the Toli Toli Regency for a two year exploration period, which is recognised and supported by the Indonesian Central Government. There are currently two systems of title and it cannot be guaranteed that conflicts of the two systems will not occur until resolved by the Indonesian Government.

The Company has developed appropriate policies and practices to mitigate the risk that the terms and conditions attaching to all of the assets it has acquired an interest in will not be complied with.

Future Capital Needs

While Directors are satisfied that upon completion of the Offer the Company will have sufficient capital to meet its stated objectives, further funding of projects may be required to support ongoing activities and operations. There can be no assurance that alternative funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance. A failure to meet expenditure obligations may, if not remedied, result in forfeiture of the Company‟s tenements.

Unforeseen Expenditure Risk

Expenditure may need to be incurred that has not been taken into account in the preparation of the Document. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

Economic and Government Risk

There is a risk that the price of Shares and returns to Shareholders may be affected by changes in:

local and world economic conditions;
interest rates;
levels of tax, taxation law and accounting practice;
government legislation or intervention;
inflation or inflationary expectations; and
natural disasters, social upheaval or war in Australia or overseas,

as well as other factors beyond the control of the Company.

Share Market Conditions

The price of Shares when quoted on ASX will be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities of mining and exploration companies quoted on ASX.

Settlement Risks

The agreement with the shareholders of Victory West (“Vendors”) to acquire 75% of the issued capital of Victory West is conditional upon:

1) the Company completing satisfactory due diligence investigations into Victory West;
2) the completion of due diligence investigations into the assets in Indonesia;
3) the Company obtaining all necessary shareholder and regulatory approvals for the proposed transaction; and
4) any other regulatory approvals required for the proposed transaction.

There is a risk that these conditions may not be met, though at this point conditions 1 and 2 above have been satisfied.

The Company is not aware of any circumstances that have occurred to affect the satisfaction of the above conditions and it is the expectation of the

Directors that following the passing of all Resolutions contained in the Notice this agreement will become unconditional.

ASX Listing Rules Re-compliance

As discussed in section 4.7 of the notice, should shareholders approve the change in nature and scale of activities of the Company (Resolution 4), the Company will be suspended by the ASX and it will be required to re-comply with Chapters 1 & 2 of the ASX Listing Rules. Please refer to section 4.7 of this notice regarding the requirements of these Chapters.

Although the company is taking the appropriate measures to ensure recompliance with these ASX Listing Rules, shareholders should be aware that some factors which may impact the Company‟s ability to re-comply with these rules are outside of the control of the Company.

Molybdenum Marketing and Molybdenum Prices

In the event that the Company‟s exploration is successful and the Company goes on to develop a molybdenum mine which produces molybdenum, the marketability of the molybdenum depends upon the requirements and demand from the international and domestic marketplace.

Customers may default on their contractual obligation with the Company. Potential contractual default may include non payment for Molybdenum or failure to take delivery of contracted volumes. Should such a default occur, the Company may be unable to find other customers. Depressed molybdenum prices would affect the business. Future revenues, operating results, profitability, future rate of growth and the carrying value of the properties of the Company depend heavily on prevailing market process for Molybdenum. Any substantial or extended decline in the price of molybdenum would have a material adverse effect on the financial condition and results of operations.

Various factors beyond the contract of the Company may affect prices of molybdenum, including but not limited to the following:

exchange rates;
domestic and international suppliers of molybdenum;
economic conditions;
consumer demand
price trends for molybdenum product types;
the price, availability and acceptance of alternate products;
weather conditions;
actions of regional, local and foreign authorities

Hedging transactions may limit potential gains. To manage exposure of the Company to price risks in marketing of molybdenum, the Company may enter into molybdenum price and or foreign currency hedging arrangements with respect to its production. While intended to reduce the effects of volatile molybdenum prices, these arrangements may limit potential gains if molybdenum prices were to rise substantially over the price established by the hedge. In addition, such transactions may expose the Company to the risk of financial loss.

Environmental Impact Constraints

The Company‟s exploration and appraisal programs will, in general, be subject to approval by government authorities. Development of any molybdenum resources will be dependent on the project meeting environmental guidelines and gaining approvals by governmental authorities.

4.11 Listing Rule 11.1

Listing Rule 11.1 provides that if an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must obtain the approval of its shareholders and it must set out in detail the terms of the proposed transaction.

Directors Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – Issue of Securities to Acquire 75% of Victory West Pty Ltd

5.1 General

Subject to the passing of Resolutions 4 and 6 to 10 (inclusive), Resolution 5 is an ordinary resolution which seeks approval for the issue of 500,000,000 Consideration Shares and 500,000,000 Consideration Options to the Vendors as consideration for the acquisition of 75% of the issued capital of Victory West. The Consideration Shares to be issued pursuant to Resolution 5 will rank equally in all respects with the currently issued Existing Shares in the Company. The Consideration Options will be issued on the terms and conditions set out in Annexure B.

The issue of the Consideration Shares and Consideration Options under Resolution 5 is to be approved by Existing Shareholders under the requirements of Listing Rule 7.1 and Listing Rule 11.1.

5.2 Approval under ASX Listing Rule 7.1

Under Chapter 7 of the Listing Rules there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities without shareholder approval.

Listing Rule 7.1 provides that a company must not, without shareholder approval, subject to certain exceptions, during any 12 month period, issue any equity securities or other securities with rights of conversion to equity (such as an option), if the number of those securities when aggregated with securities issued by the Company during the previous 12 months, exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

The proposed issue of 500,000,000 Consideration Shares and 500,000,000 Consideration Options pursuant to Resolution 5 exceeds the 15% threshold referred to in Listing Rule 7.1.

Accordingly, the Company is seeking shareholder approval to issue the Consideration Shares and Consideration Options under Resolution 5 and once passed the Company will preserve its capacity to issue further securities in the next 12 months under Listing Rule 7.1 as the Consideration Shares and Consideration Options under Resolution 5 once issued will be excluded from the calculations under Listing Rule 7.1.

All of the Consideration Shares, (including any shares issued on the exercise of Consideration Options) will, on issue, rank equally in all respects with Existing Shares.

5.3 Technical information required by ASX Listing Rule 7.1

Listing Rule 7.3 requires certain other information to accompany a Notice of Annual General Meeting in relation to approval sought under Listing Rule 7.1. This information is set out below:

(a) Maximum Number of Securities

The maximum number of securities to be issued under Resolution 5 is 500,000,000 Consideration Shares and 500,000,000 Consideration Options.

(b) The Date by which the Company will Issue the Securities

The Consideration Shares and Consideration Options to be issued under Resolution 5 will be issued and allotted as soon as practicable after the General Meeting and in any event the Consideration Shares and Consideration Options will be issued no later than three (3) months after the date of the General Meeting.

(c) The Issue Price of the Securities

The Consideration Shares will be issued at a deemed issue price of $0.01 each. The Consideration Options will be issued for no consideration and will have an exercise price of $0.01 and an expiry date of 31 December 2011. However, should Resolution 6 be passed, the Consideration Options will have an exercise price of $0.20. The Consideration Options will be issued on the terms and conditions set out in Annexure B.

(d) The Names of the Allottees

The Consideration Shares and Consideration Options will be issued to the following persons/entities:

Vendors	No of Shares	No of Options


McNeill Nominees Pty Ltd	25,000,000	100,000,000
Josephus Jeffery Verheggen	75,000,000	-
Mr Stewart Cranswick & Mrs Sally Cranswick	75,000,000	-
Monacan Nominees Pty Ltd	5,000,000	-
Kim John Parham	6,000,000	-
Edgestone Australia Pty Ltd	3,000,000	-
Tricom Nominees Pty Ltd	22,500,000	100,000,000
Pine Valley Enterprises Pty Ltd	5,000,000	-
Dixie Investments Pty Ltd	3,000,000	-
Cougars Bowl & Bar Pty Ltd	1,000,000	-
Mr Bernd Neumann	3,000,000	-
Boambee Bay Pty Ltd	1,500,000	-
Rebecca Anne Newton	15,000,000	-

Vendors	No of Shares	No of Options


Saxonbridge Pty Ltd	15,000,000	-
Transocean Asset Development Pty Ltd	100,000,000	100,000,000
Harun Abidin	20,000,000	-
Steve Rasmussen	20,000,000	-
Tansawa Enterprises Pty Ltd	2,500,000	-
Impact Nominees Pty Ltd	100,000,000	100,000,000
Fanucci Pty Ltd	2,500,000	-
Domenal Enterprises Limited	-	100,000,000
Total	500,000,000	500,000,000

(e) The Terms of the Securities

The Consideration Shares will rank equally with the Company‟s currently issued Existing Shares and the Company will seek quotation of the Consideration Shares on ASX.

The Consideration Options will be issued on the terms and conditions set out in Annexure B. The Company will not seek quotation of the Consideration Options on ASX.

(f) The Intended Use of the Funds Raised

The Consideration Shares and Consideration Options are being issued as consideration for the acquisition of fully paid ordinary shares in Victory West. The Company has entered into the Share Sale Agreement to acquire 75% of the issued capital of Victory West and in accordance with the terms and conditions of the Share Sale Agreement, the Company will issue 500,000,000 Consideration Shares and 500,000,000 Consideration Options to the Vendors. Accordingly there will be no funds directly raised from the issue of the Consideration Shares and Consideration Options.

(g) The Date of Allotment

It is intended that allotment of the 500,000,000 Consideration Shares and 500,000,000 Consideration Options to the Vendors will take place within thirty (30) days following the date of the General Meeting. It should be noted by Shareholders that as a result of Resolution 6 as contained in this Notice of Annual General Meeting the actual consideration that will be allotted will be 25,000,000 New Shares and 25,000,000 New Consideration Options.

(h) Escrow of Allotment

The Consideration Shares and Consideration Options may be subject to escrow if required by ASX in accordance with Listing Rules of the ASX.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

6. Resolution 6 - Consolidation of Share Capital

Subject to Resolutions 4 to 5 and 7 to 10 (inclusive), Resolution 6 is an ordinary resolution which seeks to consolidate the Company‟s Share Capital.

It is proposed that the issued capital of the Company be altered by consolidating the existing securities on a 1 for 20 basis. The date for determining the consolidation of capital will be the date of the General Meeting at which the Resolution is passed. Any fractional entitlements as a result of holdings not being evenly divisible by 20 will be rounded down to the nearest whole number.

Section 254H of the Corporations Act enables a company to convert all or any of its shares into a smaller number of shares by a resolution passed at a General Meeting. The conversion proposed by Resolution 6 is permitted under section 254H of the Corporations Act.

The consolidation will not result in any change to the substantive rights and obligations of Existing Shareholders of the Company. The purpose of the consolidation of the existing issued capital of the Company is to reduce the number of existing securities on issue. For example, a Shareholder currently holding 20,000 Existing Shares, will as a result of the consolidation, hold 1,000 New Shares.

Existing Options will also be consolidated on a 1 for 20 basis and the exercise price will be increased accordingly to twenty (20) times the current exercise price for the Existing Options.

The Company‟s net assets and tax position will remain unaltered as a result of the consolidation.

(a) Existing Shares and Options on Issue

As at the date of this Explanatory Statement, the shares and options on issue in the Company are as shown in the following table:

	Number on Issue	Description

Existing Shares	836,150,065	Fully paid shares
Entitlements Issue	209,037,516	Rights Issue for Shares closes 13 November 2008
Existing Options	235,201,961	Options with exercise price of 1 cent and expiry date of 21 May2009

(b) Revised Capital After Resolution 5

If Resolution 5 is approved, then the shares and options on issue in the Company will be as shown in the following table:

	Number on Issue	Description

Existing Shares	836,150,065	Fully paid shares
RightsIssue	209,037,516	Fully paid shares
Consideration Shares	500,000,000	Fully paid shares
Total Shares	1,545,187,581
Existing Options	235,201,961	Options with exercise price of 1 cent and expiry date of21 May2009
Consideration Options	500,000,000	Options with exercise price of 1 cent and expiry date of31 December 2011
Total Options	735,201,961

(c) Revised Capital After Resolutions 5 and 6

If Resolutions 5 and 6 are approved, then the shares and options on issue in the Company will be as shown in the following table:

	Number on Issue	Description

Existing Shares	41,807,503	Fully paid shares (from pre-consolidation Existing Shares)
Rights Issue	10,451,875	Fully paid shares (from rights issue pre- consolidation)
Consideration Shares	25,000,000	Fully paid shares (from pre-consolidation ConsiderationShares)
Total Shares	77,259,378
Options	11,760,098	Options with exercise price of 20 cents and expiry date of 21 May2009
Consideration Options	25,000,000	Options with exercise price of 20 cents and expiry date of31 December 2011
Total Options	36,760,098

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. Resolution 7 - Approval for Issue of Future Options

7.1 General

Please refer to section 5.2 for a summary of Listing Rule 7.1.

Subject to the passing of Resolutions 4 to 6 and 8 to 10 (inclusive), Resolution 7 is seeking approval under Listing Rule 7.1 for the proposed issue of 45,000,000 listed Future Options for the purpose of excluding these securities from the calculation under Listing Rule 7.1. This will provide the Company with the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

7.2 Technical information required by ASX Listing Rule 7.1

Listing Rule 7.3 requires that the following information be provided to Shareholders when seeking an approval for the purposes of Listing Rule 7.1:

(a) Maximum Number of Securities

The maximum number of securities to be issued is 45 million listed Future Options.

(b) The Date by which the Company will Issue the Securities

The Future Options to be issued under Resolution 7 will be issued no later than three (3) months after the date of the General Meeting or such later date as the Listing Rules and ASX may permit.

(c) The Issue Price of the Securities

The Future Options will have an exercise price of $0.20 and an expiry date of no less than 3 years from their date of issue and will be issued at an issue price of $0.001per Future Option.

(d) The Names of the Allottees and the Dates of Allotment

Allotment of the Future Options will occur progressively as and when the allottees are identified. The identity of all of the allottees is not known at the date of this Notice and the determination of the allottees will be at the sole discretion of the Company.

(e)

The Terms of the Securities

The Future Options will be issued on the terms and conditions set out in Annexure C. The Company will seek quotation of the Future Options on ASX.

(f) The Intended Use of the Funds Raised

The Future Options are being issued in order to raise funds for the proposed work program with regards to the Malala Molybdenum Project in Sulawesi, Indonesia. For further details on the project please refer to the enclosed Geologists Report (Annexure D).

(g) Capital Structure Proforma

If Resolutions 5, 6 and 7 are approved, and the Future Options referred to by Resolution 7 are issued, then the shares and options on issue in the Company will be as shown in the following table:

	Number on Issue	Description

Existing Shares	41,807,503	Fully paid shares
Rights Issue	10,451,875	Fully paid shares
Consideration Shares	25,000,000	Fully paid shares
Total Shares	77,259,378
Existing Options	11,760,098	Options with exercise price of 20 cents and expiry date of 21 May2009
Consideration Options	25,000,000	Options with exercise price of 20 cents and expiry date of31 December 2011
Future Options	45,000,000	Options with exercise price of 20 cents and expiry date of no less than three years from issue
Total Options	81,760,098

(h) Escrow Period

These Future Options may be subject to escrow as required by the ASX as a condition of re-compliance with Chapters 1 & 2 of the ASX Listing Rules.

(i)

Balance Sheet Proforma

If Resolutions 5, 6, 7 and 9 are approved, then the proforma balance sheet of the Company will be as shown below:

RICHFIELD GROUP LIMITED PROFORMA BALANCE SHEET

Assets Current assets Cash at bank Loans to subsidiaries Total current assets Non current assets Investment in subsidiaries Total non current asset Total Assets Liabilities Current liabilities Net Assets Equity Shareholder's equity Issued capital Share options (rights) Capital raising expenses Total shareholder's equity Retained earnings Current year earnings Total Equity	30-Sept-08 $ 816,086 2,391,436 3,207,522 13,054 13,054 3,220,576 10,985 3,209,591 3,348,820 534,176 -115,592 3,767,404 -347,248 -210,565 3,209,591	Purchase Victory West Pty Ltd $ 816,086 0 816,086 5,013,054 5,013,054	Completion of Entitlements Issue, and Future Options & Shares $ 4,201,461 0
			4,201,461 5,013,054
			5,013,054
		5,829,140	9,214,515
		10,985 5,818,155 8,348,820 534,176 -115,592 8,767,404 -347,248 -2,602,001 5,818,155	10,985
			9,203,530
			11,734,195 534,176 -115,592
			12,152,779 -347,248 -2,602,001
			9,203,530

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

8. Resolution 8 - Change of Company Name

Resolution 8 is a special resolution which seeks approval for the Company to change its name.

Consistent with the new focus and direction of the Company, the Company proposes to change its name from “Richfield Group Limited” to “Victory West Moly Limited” This change will not, in itself, affect the legal status of the Company or any of its assets or liabilities.

Shareholder approval is required for Resolution 8 under section 157 of the Corporations Act by special resolution.

Subject to Resolutions 5, 6, 7 and 9 being passed, the Company will make an application to the ASIC for the change of name to Victory West Moly Limited. The new name will take effect upon a new certificate of registration being issued.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

9. Resolution 9 - Reduction of Capital

Resolution 9 is a ordinary resolution which seeks approval for the Company to reduce its capital.

This is to be achieved by reducing the capital of the Company by applying an amount of approximately $9,000,000 being a portion of the accumulated losses of the Company against the share capital which is considered permanently lost.

This is an accounting treatment. These losses are considered to be permanently lost as they related to the losses incurred by the Company prior to the change of the Company‟s activities.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 9.

10. Resolution 10 – Approval for Future Issue of Ordinary Shares

Please refer to section 5.2 for a summary of Listing Rule 7.1.

Subject to the passing of Resolution 4 to 9 (inclusive), Resolution 10 is seeking approval under Listing Rule 7.1 for the proposed issue of up to 7,000,000 Shares for the purpose of excluding these securities from the calculation under Listing Rule 7.1. This will provide the Company with the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval. These Shares will be issued pursuant to a prospectus to be prepared and lodged with the ASIC. This prospectus is required in order for the Company to re-comply with Chapters 1 & 2 of the ASX Listing Rules as discussed at Section 4.7 of this notice.

Listing Rule 7.3 requires that the following information be provided to Shareholders when seeking an approval for the purposes of Listing Rule 7.1:

(a) Maximum Number of Securities

The maximum number of securities to be issued is 7,000,000 Shares.

(b) The Date by which the Company will Issue the Securities

The Shares to be issued under Resolution 10 will be issued as soon as practicable after the General Meeting and in any event the Shares will be issued no later than three (3) months after the date of the General Meeting or such later date as ASX may permit.

(c)

The Issue Price of the Securities

The Shares will be issued at an issue price of no less than 20 cents each.

(d) The Names of the Allottees and the Dates of Allotment

Allotment of the Shares will occur progressively as and when the allottees are identified. The identity of all the allottees is not known at the date of this Notice of Meeting.

The Terms of the Securities

The Shares will rank equally with the Company‟s currently issued Shares and the Company will seek quotation of the Shares on ASX.

(f)

The Intended Use of the Funds Raised

The Shares are being issued as consideration to meet the Company‟s working capital requirements.

(g) Capital Structure Proforma

If Resolutions 5, 6, 7 and 10 are approved, and the Future Shares referred to by Resolution 10 are issued, then the shares and options on issue in the Company will be as shown in the following table:

	Number on Issue	Description

Existing Shares	41,807,503	Fully paid shares
RightsIssue	10,451,875	Fully paid shares
Consideration Shares	25,000,000	Fully paid shares
Future Shares	7,000,000	Fully paid shares
Total Shares	84,259,378
Existing Options	11,760,098	Options with exercise price of 20 cents and expiry date of21 May2009
Consideration Options	25,000,000	Options with exercise price of 20 cents and expiry date of31 December 2011
Future Options	45,000,000	Options with exercise price of 20 cents and expiry date of no less than three years from issue
Total Options	81,760,098

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 10.

11. Enquiries

Shareholders are encouraged to contact the Company Secretary on (+61 8) 9381 5819 if they have any queries in respect to the matters set out in these documents.

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annexure	annexure to this Explanatory Statement.
Annual General Meeting	the Annual General Meeting of Shareholders
	convened for the purposes of considering the
	Resolutions.
ASIC	Australian Securities and Investments
	Commission.
ASX	ASX Limited (ACN 008 624 691) trading as
	the Australian Securities Exchange.
Board	Board of Directors.
Chairman	Mr. Steven Pynt.
Company	Richfield Group Limited (ACN 009 144 503).
Consideration Option	means an option (issued as consideration for
	the acquisition of Victory West) to acquire an
	ordinary share in the Company with an
	exercise price of 1 cent on or before 30
	September 2010 subject to the terms and
	conditions set out in Annexure B.
Consideration Share	means an ordinary share in the Company
	issued as consideration for the acquisition of
	Victory West.
Constitution	Constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Director	Director of the Company.
Existing Director	a person who is a Director of the Company at
	the time of the General Meeting.
Existing Shareholder	the Shareholders set out on the Company‟s
	register of Shareholders as at 10:00am
	(WDST) on 24 November 2008.
Existing Option	an option on issue as at the date of this
	Notice of Meeting with an exercise price of 1
	cent and with an expiry date of 21 May 2009.
Existing Share	a fully paid ordinary share in the capital of the
	Company existing as at the date of this Notice
	of Meeting.
Explanatory Statement	the Explanatory Statement accompanying the
	Notice of Annual General Meeting.
Future Option	means an option to acquire a New Share with
	an exercise price of $0.20 each on or before
	three years from their issue subject to the
	terms and conditions set out in Annexure C.
Listing Rules	the Listing Rules of the ASX.

New Consideration Option	means a post consolidation (under resolution
	5) Consideration Option.
New Option	means a post consolidation (under Resolution
	5) Existing Option.
New Share	a post-consolidation (under Resolution 6 of
	this Notice of Meeting) fully paid ordinary
	share in the capital of the Company.
Notice of Annual General Meeting	the notice of Annual General Meeting
	accompanying the Explanatory Statement.
Record Date	the date on which a Shareholder is
	determined for the purposes of the
	Resolutions in this Notice of Meeting being
	10.00am 24 November 2008.
Remuneration Report	the section of the Director‟s Report entitled
	“Remuneration Report”.
Resolution	a resolution to be considered at the General
	Meeting as contained in the Notice of
	Meeting.
Share Sale Agreement	the share sale agreement entered into
	between the Company and the Vendors
	dated on or about 15 October 2008.
Shareholder	shareholder of the Company.
Vendors	the shareholders of Victory West which have
	entered into the Share Sale Agreement.
Victory West	Victory West Pty Ltd (ACN 127 980 189).
WDST	Western Daylight Savings Time in Australia.

ANNEXURE A

Auditor Nomination

14 October 2008

The Directors Richfield Group Limited 311 Hay Street SUBIACO WA 6008

Nomination of Auditor

Dear Sirs

In accordance with the provisions of section 328B of the Corporations Act, Fanucci Pty Ltd being a member of Richfield Group Limited, hereby nominate Grant Thornton for appointment as auditor of that company.

Yours faithfully

Luke Martino Director Fanucci Pty Ltd

ANNEXURE B

TERMS OF CONSIDERATION OPTIONS TO BE ISSUED UNDER RESOLUTION 5

(a) The exercise price of each Option is $0.20 per share (“the Exercise Price”).
(b) Each Option will automatically lapse if not exercised on or before 31 December 2011.
(c) Each Option shall entitle the holder to subscribe for and to be allotted one share in the capital of the Company upon exercise of the Option and payment to the Company of the Exercise Price.
(d) An Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the exercise price and the statement for the Option, to the Company‟s share registry. If the optionholder holds more than one Option, the Options may be exercised in whole or in part.
(e) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.
(f) Subject to any restrictions in the Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application monies the number of shares specified in the notice will be allotted.
(g) Each statement will bear a suitable form of notice of exercise of the Options, endorsed on the back of the statement, for completion by the optionholder (if required). If the Options comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the optionholder with a fresh statement for the balance of the Options held and not yet exercised.
(h)
The period during which the Options may be exercised cannot be extended.
(i) The optionholder is not entitled to participate in new issues of securities offered to shareholders. The optionholder can participate in new issues of securities offered to shareholders if the Option is exercised before the relevant record date for that new issue.
(j) If from time to time before the expiry of the Options the Company makes an issue of shares to the holders of ordinary shares by way of capitalisation of profits or reserves (a "bonus issue") other than in lieu of a dividend payment, then upon exercise of an Option the optionholder will be entitled to have issued to it (in addition to the shares which it is otherwise entitled to have issued to it upon such exercise) additional shares in the Company. The number of additional shares is the number of shares which would have been issued to it under that bonus issue ("bonus shares") if on the date on which entitlements were calculated it had been registered as the holder of the number of shares which it would have been registered as holder if immediately before that date it had exercised its Options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
(k) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the optionholder will be reconstructed (as

appropriate) in accordance with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

(l) Shares allotted pursuant to the exercise of the Options will rank equally with the then issued shares of the Company.
(m) Should the Company at any time over the life of the Option be re-admitted to ASX and an optionholder exercises Options post the readmission date, the Company undertakes to apply for official quotation by ASX of all shares allotted pursuant to the exercise of any Options, within 10 business days of the date of allotment of those new shares.
(n) Other than as referred to above, an Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

ANNEXURE C

TERMS OF FUTURE OPTIONS TO BE ISSUED UNDER RESOLUTION 7

(a) The exercise price of each Option is 20 cents per share (“the Exercise Price”).
(b) Each Option will automatically lapse if not exercised on or before three (3) years from the date of issue (at the latest being 26 February 2012).
(c) Each Option shall entitle the holder to subscribe for and to be allotted one share in the capital of the Company upon exercise of the Option and payment to the Company of the Exercise Price.
(d) An Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the exercise price and the statement for the Option, to the Company‟s share registry. If the optionholder holds more than one Option, the Options may be exercised in whole or in part.
(e) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.
(f) Subject to any restrictions in the Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application monies the number of shares specified in the notice will be allotted.
(g) Each statement will bear a suitable form of notice of exercise of the Options, endorsed on the back of the statement, for completion by the optionholder (if required). If the Options comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the optionholder with a fresh statement for the balance of the Options held and not yet exercised.
(h)
The period during which the Options may be exercised cannot be extended.
(i) The optionholder is not entitled to participate in new issues of securities offered to shareholders. The optionholder can participate in new issues of securities offered to shareholders if the Option is exercised before the relevant record date for that new issue.
(j) If from time to time before the expiry of the Options the Company makes an issue of shares to the holders of ordinary shares by way of capitalisation of profits or reserves (a "bonus issue") other than in lieu of a dividend payment, then upon exercise of an Option the optionholder will be entitled to have issued to it (in addition to the shares which it is otherwise entitled to have issued to it upon such exercise) additional shares in the Company. The number of additional shares is the number of shares which would have been issued to it under that bonus issue ("bonus shares") if on the date on which entitlements were calculated it had been registered as the holder of the number of shares which it would have been registered as holder if immediately before that date it had exercised its Options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
(k) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the optionholder will be reconstructed (as appropriate) in accordance with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation.
(l) Shares allotted pursuant to the exercise of the Options will rank equally with the then issued shares of the Company.
(m) Should the Company at any time over the life of the Option be re-admitted to ASX and an optionholder exercises Options post the re-admission date, the Company undertakes to apply for official quotation by ASX of all shares allotted pursuant to the exercise of any Options, within 10 business days of the date of allotment of those new shares.
(n) Other than as referred to above, an Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

ANNEXURE D

Independent Geologists Report

AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

www.geological.com.au (ABN 75 120 492 435) 9/280 Hay Street, Tel: (+618) 9388 1000 Mob: 04 0304 9449 SUBIACO, WA, 6008 Fax: (+618) 9388 1768 A/h: (618) 9443 3333 Australia [email protected] Australian & International Exploration & Evaluation of Mineral Properties

THE MALALA MOLYBDENUM PROJECT ON SULAWESI ISLAND, INDONESIA

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Prepared by:

G.B. Whitfield, MSc, FAusIMM, CD

A.J. Maynard BAppSc(Geol) MAIG, MAusIMM 26 September 2008

Page 1. SUMMARY ........................................................................................................................5 2. LOCATION AND ACCESS .............................................................................................7 3. PHYSIOGRAPHY AND CLIMATE ...............................................................................9 4. TENURE ..........................................................................................................................11 5. PREVIOUS EXPLORATION ........................................................................................13 6. GEOLOGY ......................................................................................................................23 6.1 Regional Geology of Indonesia ....................................................................................23 6.2 Regional Geology of Sulawesi Island ..........................................................................24 6.4 Local Geology of Malala Molybdenum Deposit .........................................................28 6.4.1 Rock Types .............................................................................................................29 6.4.3 Mineralisation .........................................................................................................30 7. DISCUSSION ...................................................................................................................32 7.1 Rio Tinto‟s 1977-1978 Drilling Program ......................................................................32 7.2 Santos‟ 1981 Drilling Program .....................................................................................33 7.3 Molybdenum Losses in Drilling Assay Results ...........................................................36 7.4 Previous Estimate of Resources at Malala Deposit ......................................................39 8. EXPLORATION POTENTIAL .....................................................................................40 9. PROPOSED EXPLORATION AND BUDGET ...........................................................43 10. SELECTED BIBLIOGRAPHY .....................................................................................45 11. Glossary of Terms ...........................................................................................................46

LIST OF TABLES

Table 1: List of KPs ...................................................................................................................9 Table 2: Significant Drilling Results from Rio Tinto's 1977-78 Campaign ............................27 Table 3: Significant Drilling Results from Santos' 1981 Campaign........................................30 Table 4: AAS vs XRF Comparison for Mo Assays (ppm) from DDHM 24 ...........................32 Table 5: Block Summary of Resources at Malala Deposit…………………..……………….33 Table 6: Proposed two year Exploration Budget breakdown……………….….………..…...39

LIST OF PLATES

Plate 1: MV Dobonsolo ..............................................................................................................8 Plate 2: Malala Deposit (Anomaly B) ........................................................................................9 in foreground with Malala Bay in background ...........................................................................9 Plate 3: Topography of Malala Deposit showing some drill hole locations. ...........................10 Plate 4: Topography of Anomaly C (2,000masl). ...................................................................11 Plate 5: Drilling on the Malala Molybdenum Deposit in 1981 ................................................16 Plate 6: Molybdenum Prices: 1979-2007 .................................................................................17 Plate 8: Google image of Anomaly C area ..............................................................................42 Plate 9: Google image of Anomaly K area. ..............................................................................43

2. Report on the Malala Molybdenum Project, Sulawesi Island, Indonesia. Contents 1

Independent Geological Report for the Richfield Group

TABLE OF FIGURES

Figure1: Location of the Mining Right in the Malala Project. ..................................................3 Figure 3: Transportation Routes .................................................................................................7 Figure 4: Location Plan: Palu – Toli-Toli. ................................................................................8 Figure 5: Locations of five mining rights in the Malala Project..............................................13 Figure 6: Location of one mining right in the Malala Project. ................................................13 Figure 7: Location Plan of Contracts of Work on north part of Sulawesi. ..............................15 Figure 8: Tectonics of Indonesia. .............................................................................................23 Figure 9: Regional Geology of Indonesia .................................................................................24 Figure10: Regional Geology of Sulawesi .................................................................................26 Figure 11: Regional Geology of Malala Project Area ..............................................................27 Figure 12: Geology of Malala Molybdenum Deposit ..............................................................28 Figure 13: Molybdenum Geochemistry over the Malala Deposit ............................................31 Figure 14: Paragenetic Sequence of Minerals in Veins. ...........................................................32 Figure 15: Cupola Model – Cross-Section. ..............................................................................35 Figure 16: Cupola Model relative to Molybdenum Geochemistry. ..........................................35 Figure 17: Untested Blocks. .....................................................................................................41

i)

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AL MAYNARD & ASSOCIATES Consulting Geologists

www.geological.com.au (ABN 95 336 331 535)

9/280 Hay Street, Tel: (+618) 9388 1000 Mob: 04 0304 9449 SUBIACO, WA, 6008 Fax: (+618) 9388 1768 A/h: (618) 9443 3333 Australia [email protected] Australian & International Exploration & Evaluation of Mineral Properties

The Directors Richfield Group 311-313 Hay Street Subiaco WA 6008

26[th] September, 2008

Dear Sirs,

INDEPENDENT REPORT ON MINERAL ASSETS

PREAMBLE

Al Maynard and Associates (“AM&A”) was engaged by Richfield Group (“Richfield”) to prepare an Independent Geological Report of the mineral assets for a Notice of Extraordinary General Meeting (NEGM) to approve the acquisition of the Malala Molybdenum Project, Sulawesi, Indonesia by Richfield pursuant to the various agreements outlined elsewhere in this NEGM. Opinions are presented in accordance with the JORC Code (2005) and other regulations and guidelines that govern the preparation of such reports.

This report is to be included in a NEGM to be lodged with ASIC on or about the 26[th] November, 2008.

The legal status is subject to a separate Independent Solicitor‟s Report, which is in preparation. These matters have not been independently verified by AM&A. The present status of tenements listed in this report is based on information provided by Richfield and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation and development.

The Richfield Mineral Assets comprise eight projects that are at various stages of exploration ranging from encouraging results from surface sampling and drilling to second stage investigation. All the projects have potential to host their target commodities as described hereunder and warrant the exploration and testing programs as set out. The projects are currently at an initial stage of exploration and have potential to host economic mineral deposits. The locations of the Mineral Assets are depicted in Figures 1 and 2.

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Figure 1 : Locations of five mining rights in the Malala Project.

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Figure 2 : Location of the Mining Right in the Malala Project.

It is our opinion that the mineral properties described in this report warrant the proposed evaluation exploration and testing programs. It is noted that proposed programs may be subject to change according to results yielded as work is carried out. We are of the opinion that Richfield has satisfactorily defined exploration and expenditure programs which are reasonable, having regard to the stated objectives of Richfield.

In the course of the preparation of this report, access has been provided to all relevant data held by Richfield and various other technical reports and information quoted in the bibliography. We have made all reasonable endeavours to verify the accuracy and relevance of the database . Richfield has warranted to AM&A that full disclosure has been made of all material in its possession and that information provided, is to the best of its knowledge, accurate and true. None of the information provided by Richfield has been specified as being confidential and not to be disclosed in our report. The authors are familiar with the structural setting and mineralisation styles and targets of the areas covered by the Richfield Mineral Assets. As recommended by the

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Independent Geological Report for the Richfield Group

Valmin Code, Richfield has indemnified AM&A for any liability that may arise from AM&A‟s reliance on information provided by Richfield or not provided by Richfield.

This report was prepared by geologists G.B. Whitfield, MSc, Fellow of the AusIMM and Allen J. Maynard (MAIG, MAusIMM), who are qualified to provide such reports for the purpose of inclusion in public company documents. This report has been prepared in accordance with the relevant requirements of the Listing Rules of the Australian Securities Exchange Limited (“ASX”), Australian Securities and Investments Commission (“ASIC”) Practice Notes 42 and 43 which were replaced on October 30[th] , 2007 by Regulatory Guidelines (“RGs”) 111 & 112 and the Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert reports (the Valmin Code) which is binding on members of the Australasian Institute of Mining and Metallurgy (“AusIMM”).

AM&A is an independent geological consultancy established 25 years ago and has operated continuously since then. Neither AM&A nor any of its directors, employees or associates have any material interest either direct, indirect or contingent in Richfield nor in any of the mineral properties included in this report nor in any other asset of Richfield nor has such interest existed in the past. This report has been prepared by AM&A strictly in the role of an independent expert. Professional fees payable for the preparation of this report constitutes our only commercial interest in Richfield. Payment of fees is in no way contingent upon the conclusions of these documents.

ii)

The Independent Geologist's Report set out in this Prospectus has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (Valmin Code) and the rules and guidelines relating to Independent Expert Reports set by the ASIC and ASX.

Previous estimates of quantum of mineralisation associated with the Malala Deposit were generated prior to the introduction of the JORC Code guidelines for the reporting of identified mineral resources and ore reserves. Due to lack of original digital data, AM&A is unable to fully determine the consistency of the estimates with the December 2004 JORC Code guidelines. On this basis, Applicants should be aware that the estimates therefore cannot be reported as 'resources' or 'reserves' under the JORC Code guidelines. Whilst AM&A considers that the estimates of previous mineralisation generated for the Malala Deposit are reliable and provide a reasonable reflection of the quantum and grade of mineralisation, there is no guarantee the reclassification, in whole or in part, will occur in the short term or at all. No morerecent estimates are available. Please refer to the Independent Geologist's Report below for further information.

Yours faithfully.

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Allen J. Maynard BAppSc(Geol),MAIG,MAusIMM

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1. SUMMARY

The Richfield Group (“ASX-RCH”) holds the mining rights to the “Malala Molybdenum Project” comprising six areas or Kuasa Pertambangan (KPs) in the ToliToli Regency on the island of Sulawesi in Indonesia that cover 287.47km[2] .

The KPs incorporate the most prospective sections of a former 3[rd] Generation Contract of Work (COW) held by Rio Tinto during 1977-1985 and for a period in joint venture with Santos Ltd during 1980-82.

Evidence of mineralization in the area was found during a reconnaissance geochemical exploration program conducted by Rio Tinto Indonesia (RTI) in 1973. During that year a 17,200km[2] area (Block 3) was investigated by reconnaissance stream sediment sampling and regional geological mapping. Eighteen geochemical anomalies were identified.

Results outlined several areas showing high potential for ore deposits. A number of base metal and molybdenum stream sediment anomalies were detected in streams with catchments in excess of 15km[2] . One of these streams, the Takudan River, yielded encouraging anomalous values of 245ppm Cu, 390ppm Pb, 340ppm Zn and 15 ppm Mo. Follow-up sampling in 1976 led 7 km upstream to a tributary where a sample assayed 567ppm Mo. A positive geological traverse along this creek discovered molybdenite in a quartz vein system.

Block 3 was reduced in stages until the retained area was limited to two blocks of 557 km[2] (Main Block) and 85.6 km[2] (C Block).

A JV on Block 3 with Santos was signed in 1980 at a time when molybdenum prices were at historical highs (+$US10/lb). As of 31 August 1982, total expenditure was $US 6.5M.

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The widespread areal distribution (>4km2) of molybdenum mineralisation and alteration indicates a high potential for the discovery of a major ore deposit at Malala.

A number of drill holes have stopped in mineralisation, e.g. DDHM 8, 11, 22, 30 and 32. These promising intersections need deepening so as to evaluate the true length of the mineralized zone.

These drilling deficiencies strongly indicate that the Malala deposit still requires an extensive diamond drilling campaign. Good potential exists for a major upgrade in current resources in both tonnage and grade by re-orientation of future drill holes and by using the XRF method for molybdenum assays.

An exploration program is proposed to evaluate new areas and conduct a 2,500m diamond drilling campaign to test these new targets, confirm historic assay intervals and upgrade geological resources known to date. A budget of $US990, 000 for year 1 is proposed with a further $US1, 980,000 in year 2.

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2. LOCATION AND ACCESS

The Malala Molybdenum Project is located at latitude 0[0] 40‟N and longitude 120[0] 30‟E in the „neck‟ of Sulawesi that links the north „arm‟ and „trunk‟ of this tetrapod-shaped island (Figure 1).

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Figure 3: Transportation Routes

There are two modes of transport used to reach Toli-Toli:

(a) Air Transportation

Palu, the provincial capital of Central Sulawesi, can be reached by daily Boeing 737200 flights from Jakarta via Balikpapan or Ujung Pandang. However, the safety record and reliability of the airlines servicing Palu do not meet international standards.

From Palu, Merpati operates an irregular Twin Otter/Casa 212 service to the small town of Toli-Toli. This service is heavily booked and during the wet season can be unreliable. An overnight stay (or longer) in Palu is required in order to connect to this flight.

An alternative means of access is via a rough road that extends 150km from Palu and follows the southern coast to Tinombo (Figure 2). This trip normally takes 10 to 20 hours but delays can occur due to flooding at creek crossings and landslides.

From Toli-Toli, access to the project area is by speedboat (one hour) to the staging camp at Rio Beach on Malala Bay or by the rough road to Palu (2 to 4 hours). A good walking trail (10 hour strenuous walk) connects Rio Beach with the now disused Nancy Camp at Anomaly B.

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Figure 4: Location Plan: Palu – Toli-Toli.

(b) Sea Transportation

Pelni operates an inter-island ferry (MV Dobonsolo – Plate 1) which services ToliToli on a twice-a month schedule from Jakarta to Manado via Balikpapan. The journey from either Balikpapan or Manado to Toli-Toli takes one day and one night and comfortable first class cabins are available. Using Garuda to fly to either Balikpapan or Manado and connecting to this ferry affords the safest and most reliable means of transportation to Toli-Toli, especially during the wet season.

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Plate 1: MV Dobonsolo

The Meratus Line operates a weekly container shipping service from Surabaya to Toli-Toli. A deepwater harbour exists at Rio Beach and chartered vessels can unload directly onto a pontoon.

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3. PHYSIOGRAPHY AND CLIMATE

The terrain is rugged, with altitudes of anomalies and environs ranging from 680m to over 2,000m (Plates 2, 3 and 4). Fast flowing streams, narrow gorges, waterfalls, steep mountain slopes and narrow ridges and spurs are characteristic. Many valleys are deeply incised and drop precipitously. The valleys are often choked with debris and brush, obscuring many rock outcrops.

The area is covered by tropical rain forest. Coastal communities grow rice and cultivate clove trees. Rainfall varies from 4,600 to 6,300mm per year and falls mostly between November to January.

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Plate 2: Malala Deposit (Anomaly B) in foreground with Malala Bay in background

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Plate 3: Topography of Malala Deposit showing some drill hole locations.

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Plate 4: Topography of Anomaly C (2,000masl).

4. TENURE

The Richfield Group (“ASX-RCH”) hold six mining rights (Kuasa Pertambangan, or “KPs” ) in the Toli-Toli Regency on the island of Sulawesi in Indonesia (Figure 1). The combined six mining rights constitute the Malala Molybdenum Project of total area 287.47 km[2] . Summary details of the KPs are given in Table 1 and locations and expired Rio Tinto areas are shown in Figures 3 and 4.

KP Holder	Number	KP Type	Area (Ha)	Granted	Expiry
PT Sembilan Sumber Mas	188.45/2533	Exploration	4,845	30/11/2007	29/11/2010
PT Promistisa	188.45/2534	Exploration	4,872	30/11/2007	29/11/2010
PT EraMoreco	188.45/2535	Exploration	5,000	30/11/2007	29/11/2010
PT Indo Surya	188.45/2536	Exploration	4,884	30/11/2007	29/11/2010
PTSatriaMas	188.45/2537	Exploration	5,000	30/11/2007	29/11/2010
PT IntiCemerlang	188.45/0217	Exploration	4,146	25/01/2008	24/01/2011
		Total:	28,747
	Table 1: List of KPs

The following organizational chart details the inter-relationships between the Richfield Group and the KPs.

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Figure 5: Locations of five mining rights in the Malala Project

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Figure 6: Location of one mining right in the Malala Project.

5. PREVIOUS EXPLORATION

The recognition in the late 1960s of the importance of island arcs as a setting for porphyry copper deposits, combined with optimistic expectations for copper prices and favourable contract terms offered by the Indonesian Government, spurred intensive exploration in various regions of Indonesia during the early 1970s.

One of these regions is the northern part of Sulawesi, which was selected on the basis that the Philippine‟s porphyry copper province might extend into this part of

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Indonesia. This hypothesis was proven correct when a number of sub-economic copper-gold porphyry deposits were discovered in the Tapadaa and Tombulilato districts and drilled by Kennecott in 1973-75 and BHP/Utah in the 1980s.

More surprising was the discovery of porphyry-style molybdenum mineralization in the Malala district located farther to the west, as hitherto, no significant porphyry molybdenum occurrences were known to exist in the Southeast Asian region.

Evidence of mineralization in the area was found during a reconnaissance geochemical exploration programme conducted by Rio Tinto Indonesia (RTI) in 1973. During that year, a 17,200km[2] area, known as Block 3 (Figure 5), was investigated by reconnaissance stream sediment sampling and regional geological mapping. Eighteen geochemical anomalies were located but follow-up work was delayed until negotiations with the Government as to exploration terms were completed in 1976.

Detailed investigations of these geochemical anomalies were carried out in 1976-77 under a Preliminary Survey Agreement (SIPP). Results of this exploration identified the existence of several areas showing high potential for ore deposits. A number of base metal and molybdenum stream sediment anomalies were detected in streams with catchments in excess of 15km[2] . One of these streams, the Takudan River, yielded encouraging anomalous values of 245ppm Cu, 390ppm Pb, 340ppm Zn and 15 ppm Mo. Follow-up sampling in 1976 led 7 km upstream to a tributary where a sample assayed 567ppm Mo. A positive geological traverse along this creek discovered molybdenite in a quartz vein system.

On the 13th June, 1977, RTI signed a Third Generation Contract of Work (COW) with the Government of Indonesia. Block 3, centred on Latitude 1°00' S and Longitude 121°30' E, occurs in the province of Central Sulawesi, whose capital is Palu.

Initially, Block 3 covered 17,200 km[2] , but this was reduced in stages until the retained area was limited to two blocks of 557 km[2] (Main Block) and 85.6 km[2] (C Block).

Exploration results from high density stream sampling led RTI to conclude that Anomalies A, B, C and S were the most promising. Best results were obtained from Anomaly B where 36 diamond drill holes, totalling 7,864m were drilled during the period October 1977 to August 1982 (Plate 5). This drilling outlined the Malala molybdenum deposit with a „geological resource‟(See Notes below) of 107Mt @ 0.14% MoS2.

Notes: The Company is treating this estimate as an „Exploration Target‟ or „Target Mineralisation‟ rather than any form of resource with a tonnage target range from 105Mt to 115Mt and the grade range from 0.11%MoS2 to 0.15%MoS2.

As stated in the introduction, the reference to previously outlined mineralisation before the JORC Code was promulgated has to be subject to conditions and qualifying statements. Thus, the term „geological resource‟ is no longer valid and we are replacing it with “Target Mineralisation‟ rather than any description of resource at all..

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The Reader is cautioned that these “Target Mineralisation Estimates” have not been drilled sufficiently to allow definition according to JORC standards and future exploration may not define them at all. (Please note that this type of statement is required by ASX regulations under the JORC Code guidelines to be placed in proximity to any occurrence of reference to „Target Mineralisation‟.

A JV on Block 3 with Santos was signed in 1980 at a time when molybdenum prices were at historical highs (+$US10/lb). As of 31 August 1982, total expenditure was $US 6.5M.

A scoping study carried out by Santos indicated that the Malala project would be viable at a long term molybdenum price of US$ 6.33/lb. The low molybdenum prices prevailing at the time (<$US5/lb, see Plate 6) made the project uneconomic and in 1983 the contract area was returned to the Indonesian Government after negotiations aimed at seeking a retention lease on the deposit were unsuccessful.

In 1997, Rio Tinto (Rio) signed a 6[th] Generation COW in the name of PT Citra Palu Minerals for gold exploration covering essentially the same area as the previous Block 3 COW area. Rio focused it exploration efforts on defining a gold resource near Palu, but were frustrated by environmental (forestry) issues and subsequently sold the contract to PT Bumi Resources, an Indonesian company controlled by the powerful Bakrie Group conglomerate. Whilst the Malala molybdenum deposit lay within Block 3 of this COW, no exploration has been carried out on the deposit since 1982.

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Figure 7: Location Plan of Contracts of Work on north part of Sulawesi.

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Plate 5: Drilling on the Malala Molybdenum Deposit in 1981.

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Plate 6: Molybdenum Prices: 1979-2007

Sampling Techniques: 362 pits, up to 2 metres wide and 4 metres deep were dug to bedrock and sampled for assay. 7,300 metres of creek beds were mapped and 203 rock chips were taken for assay. Detailed pitting, soil sampling and in selected locations, trenching was carried out to help delineate more accurately the boundaries of mineralisation and to try to quantify the orientation of the higher grade zones.

Drilling Techniques: A total of 36 holes, totaling 7,864 metres were drilled during the periods October 1977-June 1978 and November 1980-December 1981 using helicopter supported Longyear 38 diamond drilling rigs and expatriate drillers contracted from Longyear Australia (Adelaide). Drilling utilized double and triple tube drilling techniques to maximize core recovery. Core sizes were predominantly HQ, although PQ was used to case the upper 10-20 metres of each hole and NQ core size was used in some deeper holes. Both face centred and side discharge bits were used.

Drill sample recovery: Measures used to maximize core recovery included the use of triple tube coring techniques and reducing drill run lengths if core recovery fell below an acceptable level. On the geological log sheets, sample runs and recoveries were recorded, as well as RQD. The company does not have access to these core logs and so is unable to ascertain with any certainty whether a relationship exists between sample recovery and grade, although it is believed that there was no overly undue bias due to preferential loss/gain of fine/coarse material.

It is recognized that assay grades may have been downgraded by as much as 5-10% in vuggy quartz vein rich zones as a result of water washing through the use of face centered and side discharge bits. The use of larger diameter (HQ) core mitigated some of these losses. It is a well known fact that rising on drill holes for bulk samples to check drill hole assays invariably produces higher grades than those reported. In some situations a 100% increase has been reported. No sludge samples have been collected whilst drilling at Anomaly B.

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This was because:

(a) it was felt that it would be misleading to try to equate sludge values with core values because of the amount of sludge coming in from around the hole, and thus over-estimating molybdenum values, and

(b) because of the broken nature of the ground and the fact that many of the drill holes were drilled from ridges sub-parallel to the hill slope there was no water return for the first 100 to 200 metres. It is difficult to estimate how much molybdenum has been lost this way, although it has been commonly observed that where molybdenite is associated with thick pyrite and vuggy quartz veins, substantial loss has occurred.

Logging: The core was logged by highly experienced expatriate geologists trained in porphyry mineralisation and alteration identification, with drill core sheets recording mineralisation, alteration and structure both visually and quantitatively (scaled histograms of intensity). Core was routinely photographed before splitting and logging for future geotechnical studies. The company does not have access to these photographs.

Sub-sampling Techniques and Sample Preparation: Core was split using an electric driven diamond saw. Half core was sent to the laboratory and the other half retained undercover in a specially built core shed for future reference, including sporadic check assaying using quarter splits. Half core was an appropriate size of sample for the expected grades of mineralisation. It is recognized that some molybdenum may have been washed away during the core-cutting process and that assays may have been downgraded by at least 5% through this sampling technique. Mechanical splitting was shown to be too slow and inaccurate due to the nature of the core, whilst assaying of whole core was not deemed advisable due to the need to access the core for future re-logging, petrological and mineragraphic studies and check assaying of quarter core.

Molybdenum values may also have been downgraded by the use of a disc pulveriser in sample preparation. Experience has shown that when disc pulverisers are cleaned off properly with compressed air), there is very little contamination from one high value to an adjacent low value, but there is a significant loss of molybdenite, which tends to stick to the disc because of the sliding friction action. A Siebe technique swing mill which uses a crushing action has been recommended as being the most suitable reducing machine for sample preparation in the future.

Quality of Assay Data and Laboratory Tests: All samples (soil, rock chip, pits, trench, and drill core) were assayed at the PT Rio Tinto laboratory in Jakarta, which although not a commercial laboratory, was set up and quality controlled in accordance with proper assaying procedures. During the second phase of drilling, standards were prepared (and assayed by outside independent laboratories) from pulverized drill core from the earlier programme. These standards were inserted into every batch of samples that were subsequently assayed. In addition, check samples were also sent to outside laboratories. Assaying was by an AAS method, which tended to downgrade the assays by 12% (see next section).

Verification of sampling and assaying: In early 1981, Santos sent 113 selected core samples from the 1977/78 drilling to Analabs, Perth for XRF analysis to check the reliability of the RTI results. The Analabs XRF results suggested that correlation with

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RTI's AAS results was good (± 5%), where Mo is less than 1,000 ppm, but where greater than 1,000 ppm, the AAS results are undervalued by 5-20%, with an overall undervaluing of 10%, ignoring three check samples from DDH M-6 (Samples M6-5, 6, 7) which showed a 60% undervaluing.

Subsequent XRF checks on selected samples from the 1981 drilling show a similar undervaluing. Table 3 shows the comparison between RTI's Jakarta Laboratory AAS values and AMDEL's XRF values for drill-core samples from DDH M-24. The XRF samples show an overall 12% increase (or 15% increase if sample M24-56 is ignored) over the AAS values.

TABLE 3

Comparison of Assay Results from DDH M-24 (ppm Mo)

Sample No	Depth(m)	RTI (AAS)	Amdel (AAS)	Amdel (XRF)	% Increase (Note 3)
M24-28 A1	81-84	325
A2			450	440	35
B		335
C			290	400	19

M24-29 A1	84-87	2,440
A2			2,500	2,800	15
B		2,466	2,600	3,200	30
C

M24-36 A1	105-108	3,116
A2			2,900	3,700	19
B		3,033
C			3,100	3,750	24

M24-37 A1	108-111	1,206
A2			1,300	1,300	8
B		1,130
C			1,300	1,300	15
M24-52 A1	153-156	2,500
A2			2,600	2,850	14
B		2,533
C			2,600	2,900	14
M24-53A1	156-159	11,733
A2			9,600	1.33%	14
B		11,800
C			9,800	1.38%	17

M24-54 A1	159-162	18,533
A2			16,000	2.03%	10
B		18,466
C			15,000	1.84%	0
M24-55 A1	162-165	7,483
A2			6,200	7,700	3
B		7,050
C			5,900	7,800	11
M24-56 A1	165-168	563
A2			560	470	-16
B		530
C			510	470	-11
				Average A1-A2	11
				Average B-C	13

Notes:

1. A1 and A2 are 100gm splits of the same sample after passing through the disc mill

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2. B and C are 100gm splits of the same sample after passing through the roller mill but before passing through the disc mill

3. % increase is the difference between the Amdel XRF value and the RTI AAS value for the A1, A2 samples and the B, C samples

Whilst there has been no twinning of previously drilled holes, the grades and widths of mineralisation intersected during the second phase of drilling (Santos) was comparable to the results of the first phase of drilling (Rio Tinto).

Location of Data Points: All holes were surveyed by theodolite and tied into an established surveyed grid by registered surveyors from a recognized Indonesian survey contractor. A network of control points had been earlier established in preparation for this survey. A topographic plan at a scale of 1:2500 with 20m contours was prepared based on ridge and creek surveys and surveys along cross-grid liners at 100 metre spacings. The quality and adequacy of this topographic control has been vindicated by the recent (February 2008) acquisition of Orthorectified Radar Imagery (ORI) with a 1.25 pixel resolution which results in a horizontal accuracy of 2 metres and a vertical accuracy of 5 metres .This imagery was flown in 2003 by Intermap Technologies as part of the NEXTMap Indonesia countrywide mapping project. There is very good correlation between the 20 metre contour topographic plan prepared by Rio Tinto in 1981 and the 5 metre contour topographic plan prepared based on the recent ORI.

Data Spacing and Distribution: The number and distribution of soil, rock and trench samples as well as the number and total metreage of drill holes is more than adequate for reporting of Exploration results. The spacing of drill holes is sufficient to establish the degree of geological and grade continuity for a Mineral Resource estimation, but inadequate for the calculation of Ore Reserves. No sample compositing has been applied.

Orientation of Data in Relation To Geological Structure: Based on the recognition of cross faulting , trenching, topographic surveying and preparation of geological cross-sections through individual holes subsequent to the completion of the two phases of drilling ,it has been recognized that drilling carried out on Anomaly B has failed to adequately test the prospect because of the orientation of most of the drill holes because of the recognition of steep westerly dipping structures being the major controls to the distribution and grade of mineralisation. Therefore in properly assessing the resources indicated by drilling to date, the following drill-holes should be ignored:

(a) vertical holes (DDH‟s 2, 4, 6, 7, 18, and 20)
(b) holes with azimuths parallel or sub-parallel to 330-340[0] (DDH's M-1, 5, 8, 9, 10, 14, 17, 19)
(c) other holes with dips of 70[0] or more (DDH‟s M-22, bottom half of M-29)
(d) holes that failed to reach target (DDH's M-25, 27, 28, 32)
(e) holes drilled outside main zone of interest (DDH‟s M-21, 23, 31)

The following holes, therefore, are more reliable indicators of widths and grade of mineralisation:

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M-11: tested 40 metres true width with indicated average grade of 0.29% MoS2,

M-12: tested 150 metres true width with indicated average grade of 0.28% MoS2,

M-13: tested 60 metres true width with indicated average grade of 0.24% MoS2,

M-16: tested 100 metres true width with indicated average grade of 0.12% MoS2,

M-24: tested 20 metres true width on western margin of main zone of interest. Intersected high grade veins.

M-26: tested 40 metres true width on eastern margin of 120 metre wide zone of interest with indicated average grade of 0.10% MoS2,

M-30: tested 100 metres true width on eastern margin of 250 metre wide zone of interest with indicated average grade of 0.11% MoS2,

M-33: tested 130 metres true width on western margin of main zone of interest. Intersected high grade veins.

M-34: drilled down barren zone

M-35: tested 80 metres true width of eastern margin 120 metre wide zone with indicated average grade of 0.07% MoS2,

M-36: tested 140 metres true width of 250 metre wide zone of interest with indicated average grade of 0.14% MoS2, before intersecting a major fault.

It is to be noted that to obtain a representative indication of average grade across such structurally controlled zones of mineralisation, holes should have been drilled towards a NE-SE azimuth with relatively shallow declinations. Drill holes 11, 12, 13 (average grades 0.24% -0.29% MoS2,) were the only holes drilled with such azimuths and dips.

Audits or Reviews: The Company does not have copies of, nor is it aware of any independent audits or reviews of sampling techniques and data having been carried out.

REPORTING OF EXPLORATION RESULTS

Mineral Tenement and Land Tenure Status: The Richfield Group (“ASX-RCH”) through various legal agreements with Indonesian parties holds the rights to six mining rights ( Kuasa Pertambangan, or “KP‟s” ) in the Toli-Toli Regency on the island of Sulawesi in Indonesia (Figure 1) totaling 28,747 hectares (287.47 km[2] ) in area (“Toli-Toli Molybdenum Project”). The KP‟s are shown in the following table and are plotted on Figures 2 and 3 which show the geology of the Toli-Toli area and the location of the now expired Rio Tinto Third Generation Contract of Work boundaries.

KP Holder	Number	KP Type	Area (Ha)	Granted	Expiry
PT Sembilan Sumber Mas	188.45/2533	Exploration	4,845	30/11/2007	29/11/2010
PT Promistis	188.45/2534	Exploration	4,872	30/11/2007	29/11/2010
PT Era Moreco	188.45/2535	Exploration	5,000	30/11/2007	29/11/2010
PT Indo Surya	188.45/2536	Exploration	4,884	30/11/2007	29/11/2010
PT Satria Mas	188.45/2537	Exploration	5,000	30/11/2007	29/11/2010
PT Inti Cemerlang	188.45/0217	Exploration	4,146	25/01/2008	24/01/2011
		Total:	28,747

Database Integrity: Drillhole logs, assay reports and drill core are not available to the company and therefore cannot be used for Mineral Resource estimation purposes.

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Geological Interpretation: Previously discussed in first section. Dimensions: Copies of plans and working sheets available to the company which gives confidence in the estimates prepared by previous explorers.

Estimation of Modeling Techniques: The Rio Tinto resource estimate was based on widely spaced geological cross-sections which did not take into account the topography and how much of the resource could be reasonably expected to be possibly mined by open pit methods and/or underground methods with respect to the grade. The Santos resource estimate was prepared using stricter criteria that took into account topography, likely mining methods and was based on level plans. The resource only included drillhole intercepts greater than 9 metres (based on an industry standard bench height of six metres) grading plus 0.1% MoS2. In both cases, resource estimation was based on manual methods (i.e. not computer based block modeling methods).

The mineralogy of the deposit is dominantly molybdenite and as there would be no by-products such as copper or lead-zinc, these were not factored into the resource calculations.

Moisture: Tonnages were estimated on an in-situ basis and no moisture contents were factored in.

Cut-off parameters: In both resource estimates, a cut-off of 0.1% MoS2 was used

Mining Factors or Assumptions: See discussion above under estimation of modelling techniques

Metallurgical Factors or Assumptions: No assumptions were made other than the assumption that based on thin section and polished section petrography work, the liberation of molybdenum using established crushing and flotation procedures would be simple.

Bulk Density: An average SG of 2.5 was used based on limited SG work done on drill core and on the average SG of the intrusive rocks hosting the mineralisation.

Classification: The Rio Tinto resource estimate would fall into the category “Inferred Mineral Resource” because the estimates did not take into account topographical restraints. The Santos resource estimate, based on level plans and taking mining factors into account, would fall into the category “Indicated Mineral Resource” since the locations of the drill holes are too widely spaced or inappropriately spaced (with reference to the azimuth drilled in relation the structural control model) to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

These resource estimates and classifications appropriately reflect the Competent Person‟s view of the deposit.

Audits or Reviews: The Company does not have copies of, nor is it aware of any independent audits or reviews of Mineral Resource estimates having been carried out.

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6. GEOLOGY

6.1 Regional Geology of Indonesia

Indonesia is the largest archipelago in the world, comprising five major islands and 300 smaller island groups. There are 13,667 islands in total of which 6,000 are inhabited. The archipelago is situated where the Pacific and Indian Oceans join. Tectonically, the country is bounded by the southeastern extension of the Eurasian Plate, to the south and west by the Indian Ocean Plate and to the east by the Philippine Sea and Pacific Plates (Figure 6).

The margins of these Plates are colliding, resulting in the consumption of plates along subduction zones, the creation of volcanic arcs and formation of compressional and oblique slip structures. A regional geological map is shown in Figure 7.

The physiographic setting of the Indonesian archipelago is dominated by two continental shelves. The Sunda Shelf lies to the west and the Sahul Shelf lies to the east, separated by a geologically complex region of deep sea basins and island arcs.

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Figure 8: Tectonics of Indonesia.

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Figure 9: Regional Geology of Indonesia

6.2 Regional Geology of Sulawesi Island

Sulawesi Island and its surrounding area is a complex geological region due to the convergence between three major tectonic Plates. Regional geology and tectonics of Sulawesi are shown on Figure 8.

Based on lithologic association and tectonic development, Sulawesi and its surrounding islands are divided into 5 tectonic provinces:

(i) Tertiary Western Sulawesi Volcanic Arc

(ii) Quaternary Minahasa-Sangihe Volcanic Arc

(iii) Cretaceous-Paleogene Central Sulawesi Metamorphic Belt

(iv) Cretaceous Eastern Sulawesi Ophiolite Belt

(v) Paleozoic Banda-Sula micro-continental fragments derived from the Australian continent.

The Western Sulawesi Volcanic Arc, in which the Malala molybdenum deposit occurs, consists of two distinct elements, the Northern Sulawesi magmatic arc and the Western Sulawesi magmatic arc.

The Northern Sulawesi magmatic arc is composed of a series of spatially overlapping andesitic to rhyodacitic volcanic arcs overlying an Eocene-Oligocene marine basaltic basement which is probably underlain by oceanic crust. These rocks are intruded by Mio-Pliocene granodiorite and quartz diorite batholiths, stocks and dykes. The Tombuilato-Tapadaa-Cabang Kiri copper-gold porphyry deposits are related to the quartz diorite stocks. The Lanut, Mesel and Toka Tindung epithermal gold occurrences are hosted by Mio-Pliocene volcanics.

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In contrast to the young island arc setting of Northern Sulawesi, the Western Sulawesi magmatic arc displays a more continental character and has a longer, more complex history. The region is underlain by Mesozoic through Quaternary volcanosedimentary formations that are juxtaposed with or overlie metamorphic rocks of Early Cretaceous and younger ages. These formations are intruded by granitoids of predominantly granodioritic to granitic composition.

Known mineralisation in Western Sulawesi includes a small syenite-monzonite hosted porphyry copper deposit, a Kuroko-type massive sulphide occurrence and the Malala molybdenum deposit.

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Figure10: Regional Geology of Sulawesi

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6.3 Regional Geology of Malala Project Area

The Malala Project Area encompasses the „neck‟ and western extremity of the „north arm‟ of Sulawesi. This part of the western arc has been strongly uplifted, exposing deep-seated metamorphic rocks, Paleogene sedimentary rocks with interbedded volcanic rocks (Tinombo Formation), basaltic rocks with minor associated deep-sea sedimentary rocks (Papayoto Volcanics) and large granitoids bodies (Dondo Batholith). These rocks occur in rugged mountain ranges up to 3,000m high. Neogene sedimentary deposits (Buol Sediments; Celebes Molasse) and volcanic deposits (Ongka Volcanics) have been locally preserved at lower elevations in coastal areas (Figure 9).

In addition to the Malala molybdenum deposit, the Dondo Batholith hosts several other molybdenum occurrences and extensive areas of low-grade pyrite, galena and sphalerite mineralisation in contact zones between the Batholith and Tinombo Formation.

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Figure 11: Regional Geology of Malala Project Are

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6.4 Local Geology of Malala Molybdenum Deposit

The Malala molybdenum deposit occurs within a porphyritic batholith embayment intruding Eocene age tuffaceous sediments (Figure 10). The batholith which has an approximate age of 4Ma (van Leeuwen et al. 1994) is a south easterly extension of the larger Dondo Batholith and ranges from quartz monzonite-granodiorite to diorite. Tinombo Group sediments and volcanics partially surround the Malala deposit and extend as a 20km wide belt trending north east to south west. Within the prospect area, Tinombo Group rocks occur as wallrock and roof pendants composed of tuffs, phyllites and quartz argillites.

Major structures, including the Dondo lineament, the Takudan fault and AB linear are considered to be of economic importance and are shown in Figure 10. The Dondo lineament is an assumed fault line and forms the eastern edge of a horst-graben complex with west block down.

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Figure 12: Geology of Malala Molybdenum Deposit

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6.4.1 Rock Types

(a) Tinombo Rock Types

The volcanic-sediment wallrocks that occur in the Malala molybdenum deposit are believed to be Eocene in age and are dominated by tuffaceous meta-sediments, tuffs and contact hybrid rocks. In the field, these rocks were appearing to be grey phyllite, black phyllite, silicified phyllite, quartz-banded argillite and tuff.

(b) Hybrid Rock Types

Tinombo-intrusive hybrids are often developed at intrusive-Tinombo contacts and are common in drill core. Generally the thickness of these hybrids is only a few metres but in some drill holes, thicknesses of tens of metres have been noted. In areas of strong phyllic alteration it is difficult to distinguish between highly altered contaminated intrusives and Tinombo hybrids. The nature of the hybrids suggests passive metasomatic replacement of the Tinombo by the intrusive body rather than a forceful intrusion. Intrusive breccias are rare.

(c) Intrusives -General

Intrusive rocks found at the Malala deposit consist dominantly of quartz monzonite porphyry. Diorite and granodiorite are rare but common at Anomalies A and S. Rare dolerite, found in float, has been seen in drill core to be a highly differentiated basic phase of Tinombo metavolcanics.

(d) Intrusives -Quartz Monzonite Porphyry (QMP)

In areas away from hydrothermal alteration, mineralisation and faults, QMP is a very distinctive rock. Pink orthoclase phenocrysts up to 2 cm across and quartz phenocrysts with diameters up to 8 mm are set in a light grey matrix of orthoclase, plagioclase and lesser biotite. With increasing alteration, orthoclase phenocrysts become bleached and are progressively replaced by carbonate-sericite-clay assemblages.

(e) SAFI

The acronym "SAFI" is a field term denoting "Silica Altered Fragmented Intrusive” and has been used to avoid any implication as to origin until this could be established. It is found within or near mineralised zones and hence is of importance. In essence, SAFI is a quartz stockwork with sharp-edged intersecting quartz veins surrounding angular non-rotated fragments of altered quartz monzonite porphyry. SAFI 1 is used to denote that quartz forms at least 50% of the rock by volume. SAFI 2 is used to denote gradations between 15% and 50% quartz by volume.

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6.4.2 Alteration

At the Malala molybdenum deposit occurs a number of distinct alteration assemblages (Ferguson 1985). Their relative ages based on overprinting relationships have been observed in drill core. The earliest alteration assemblage is a potassic assemblage, characterized by secondary biotite and potassium-rich feldspars. Secondary biotite is predominantly found as red-brown „hairline‟ veinlets pervading the matrix although fine brown disseminations are not uncommon. Potassium-rich feldspar is less common and is found as veins generally less than 1 cm thick and although sometimes associated with secondary biotite, it is general spatially separated and possibly older than the secondary biotite.

The next assemblage is characterised by clay-sericite-quartz-carbonate minerals as progressive pervasive replacement of feldspars and matrix, as narrow crackle veinlets and as thicker veins. In Tinombo rocks, talc, calc-silicate and serpentinite are found in place of biotite in quartz-biotite schists and argillites.

Overprinting this assemblage is a phase of chlorite-magnetite-calcite veining, often with green sericite alteration envelopes, and also pervasive replacement, especially in Tinombo rocks. Associated with this phase and possibly younger, are massive pyrite veins and quartz-sericite-chalcopyrite veins with green sericite haloes which overlap the earlier phases which, in turn, overprint unaltered intrusive.

The next youngest alteration assemblage is propylitic in nature, with calcite-chlorite, chlorite-calcite and magnetite-epidote being the dominant minerals. This assemblage shows weak development in generally unaltered rock. Minor silicification, as a result of barren quartz veining, is also associated with this phase. It is sometimes difficult to separate this phase from the potassic zone as overlapping and retrograde relationships are commonly observed.

A younger event appears to be post mineral sericite-quartz hydrothermal washing and argillisation along fault zones, as seen in DDHMs 22 and 36, whilst the youngest event appears to be barren carbonate veining which is ubiquitous over the whole area.

One alteration type that is difficult to place in the above sequence of alteration assemblages is the relationship of SAFI to the hydrothermal events. SAFI and quartz veined intrusive rocks approaching SAFI are spatially related to potassic zones with thick massive quartz veins often enclosing fragments of secondary biotite altered QMP and also clay-sericite-carbonate altered QMP. These rocks, however, have not suffered any of the later alteration phases. In addition, the linear nature of the distribution of SAFI rocks and proximity to major faults is suggestive that at least some SAFI has been formed as a result of silica-infilling along both early and late faults.

6.4.3 Mineralisation

Molybdenum mineralisation with alteration occurs over an area of 4km[2] (van Leeuwen et al 1994). The molybdenum-in-soil anomaly (Figure 11) reflects the nearsurface distribution of molybdenum in rock. In general, the mineralisation forms a zone of molybdenite, up to 50m thick, located at the intrusive contact. Some

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mineralisation also occurs within Tinombo Formation rocks. Subsequent block faulting and erosion has resulted in the irregular distribution of the exposed molybdenum mineralisation. Highest grades occur in the East Zone, an elongate, NW trending mineralized zone located in a steeply dipping, fault-controlled setting.

The East Zone is approximately 1,850m long, 30 to 300m wide and has been drilltested to depths of 200m. Drill results are discussed in Chapter 7.

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Figure 13: Molybdenum Geochemistry over the Malala Deposit

To date, four main stages of molybdenum mineralization and alteration have been recognized:

Stage I is an early phase of barren quartz veining

Stage II is represented by potassic alteration, quartz veining and molybdenite mineralization

Stage III is characterised by sericite-chlorite-carbonate alteration accompanied by base metal mineralisation and locally by molybdenite

Stage IV is dominated by carbonate and clay alteration and lacks sulphide mineralisation.

Sulphide minerals include molybdenite and pyrite, with minor chalcopyrite, galena, sphalerite and pyrrhotite and constitute less than 2% of the host rock. The average molybdenum to copper ratio in the East Zone is approximately 4 to 1.

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A generalized paragenetic sequence for vein stages I to IV, including the presence and relative abundance of each mineral are shown in Figure 12.

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Figure 14: Paragenetic Sequence of Minerals in Veins.

7. DISCUSSION

7.1 Rio Tinto’s 1977-1978 Drilling Program

The Malala molybdenum deposit was explored by Rio Tinto from 1977 to 1979 and culminated in 21 diamond drill holes for 3,873 m being drilled (Aspinall 1978, 1979 and 1980). Significant results are shown in Table 2.

The 1976 soil and stream geochemical survey located surface zones of molybdenite mineralisation. Within a 5km2 area were discovered five mineralised exposures in creeks that range from 60m to 600m of continuous molybdenite (Mo) mineralisation. All Mo showings at Malala are located in creeks. Locally, the Mo mineralisation is in fractures and stockworks associated with shears and faults. So far, no disseminated Mo mineralization has been observed and invariably accompanied with alteration. Surface work indicated mineralised fractures may have had a preferred orientation.

Mineralisation principally consists of molybdenum with minor copper and traces of lead and zinc. Drilling results have indicated that molybdenite occurs in quartz

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monzonite porphyry (“QMP”) down to a depth of at least 200m. The mineralised zone appears to represent a "halo" of molybdenite-bearing QMP formed primarily below the Tinombo-QMP contact.

In spite of the fact of numerous molybdenite exposures at Malala, drilling has indicated that Mo mineralisation is mainly concentrated in the east section, with a smaller deposit in the western part of Malala. Estimated geological resources in the eastern and western sections were 54.8Mt @ 0.24% MoS2 and 8.4Mt @ 0.13% MoS2, respectively.

		(A)	(A)
Hole No.	Az.	Decln.	RL (m)	TD (m)	Intercept (m)	Width (m)	MoS2 %
M1	1570	-700	744	200	9- 200	191	0.10

M4	0000	-900	1,308	200	60- 108	48	0.11

M8	3000	-600	723	209	94 - 115	21	0.10
					145- 205	60	0.10

M11	0040	-450	681	134	39- 126	87	0.29

M12	0640	-550	681	317	45- 279	234	0.28

M13	1050	-600	681	163	72 -96	24	0.17
					114 - 144	30	0.24

M14	1350	-700	669	328	81 -90	9	0.16
					102 - 141	39	0.19
					183- 270	87	0.17

M16	1050	-600	665	214	3– 12	9	0.13
					69–81	12	0.10
					120– 156	36	0.12

M19	3350	-700	933	245	99– 186	87	0.22
					Incl.111 - 129	18	0.68

M21	0850	-600	904	200	93- 102	9	1.43

Table 2: Significant Drilling Results from Rio Tinto’s 1977-78 Campaign

7.2 Santos’ 1981 Drilling Program

In 1980, Santos Ltd acquired an option over the property and completed an additional 3,991 m of drilling in 15 holes (Whitehouse 1982). Best intersection yielded 363m @ 0.10 % MoS2 in drill hole DDHM 30. Other significant results are shown in Table 3.

The company reinterpreted controls to the Mo mineralisation and considered shallow dipping zones associated with fracture systems parallel to the roof of the main batholith were present at the Malala deposit.

The main zone, 50 to 100m thick, was postulated to show continuity between DDHMs 20, 6, 19, 1, 12 and 14. An upper zone, 100 to 300m thick, was believed to lie approximately 100m above the main zone and show a similar strike and dip. The

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upper blanket was characteristically lead- and zinc-rich with molybdenum mineralisation being patchy.

Santos considered a cupola model for the Mo mineralisation at Malala. Cupolas were envisaged as being developed in irregularities in the roof zone of the main batholith (Figures 13 and 14). Drilling to test this model was unsuccessful as many holes failed to reach target and others yielded confusing results.

A change of strategy resulted in resource drilling in the area bounded by DDHM 19, and DDHM 11, 12 and 13. It was decided that a series of holes be drilled at 200m intervals from S. Takudan to DDHM 19. Each hole was to be 350m in length so that the whole width of the eastern limb could be intersected and drilling was to be towards the southwest.

High-grade intersections, up to 1.68% MoS2 over 12m in DDHM 24 and extensive zones of Mo mineralisation, up to 363m in length @ 0.10% MoS2 in DDHM 30 were cut. However, correlation between drill holes was poor and possibly due to intersecting different vein systems.

A preliminary economic evaluation was then undertaken including tonnage and grade of molybdenum mineralisation required at the Malala deposit for economic viability. The results of this evaluation are discussed in Section 7.4.

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Figure 15: Cupola Model – Cross-Section.

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Figure 16: Cupola Model relative to Molybdenum Geochemistry.

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Hole No.	Az.	Decln.	RL (m)	TD (m)	Intercept (m)	Width (m)	MoS2 %
M22	2150	-700	1,120	350	0–54	54	0.10
					150– 171	21	0.21
					291 -348	57	0.10

M24	2650	-600	1,032	196	84 - 171	87	0.38
					Incl.153- 165	12	1.68

M26	2150	-600	834	134	60- 102	42	0.21

M29	2150	-600	883	333	0- 192	192	0.10
					Incl.168- 192	24	0.22

M30	2150	-450	661	363	0–363	363	0.10
					Incl.168– 192	102	0.13
					And243-354	111	0.13

M32	2150	-500	976	356	108– 114	6	0.20
					318–330	12	0.22
					348–354	6	0.16

M33	2150	-450	929	220	69–93	24	0.74
					120– 129	9	0.10

M35	2050	-500	898	285	54 – 129	75	0.11
					243- 258	15	0.14

M36	2450	-450	688	363	30- 279	249	0.10

Table 3: Significant Drilling Results from Santos’ 1981 Campaign

7.3 Molybdenum Losses in Drilling Assay Results

The historical drill results show apparent down-grading due to the use of inappropriate assaying techniques, incorrect diamond bits used in drilling and core cutting and sample preparation inaccuracies.

In Rio Tinto‟s 1977-78 drilling campaign, all core samples were analyzed by Atomic Absorption Spectrometry (AAS) at the company‟s Jakarta laboratory rather than by XRF methods.

In 1981, Santos sent 113 core samples from the 1977-78 drilling to Analabs, Perth for XRF analysis to check the reliability of the RTI results. The Analabs XRF results suggested that correlation with RTI's AAS results was good (± 5%), where Mo is less than 1,000 ppm, but where greater than 1,000 ppm, the AAS results are undervalued by 5-20%, with an average undervaluing of 10%, ignoring three check samples from DDH M 6 (Samples M6-5, 6, 7) which showed a 60% down-grading. Subsequent XRF checks on selected samples from the 1981 drilling show a similar undervaluing.

A comparison between AAS (RTI's Jakarta Laboratory) and XRF (AMDEL) values for drill-core samples from DDHM 24 is given in Table 4. The XRF samples show an average increase of 12%.

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It is considered molybdenum results were downgraded by the washing of core whilst drilling with face and side discharge bits. No sludge check samples were collected whilst drilling at the Malala deposit. This was due to no water return in the first 100 to 200m because of broken ground. It was difficult to estimate molybdenum lost during drilling and substantial losses are believed to have occurred in the massive, friable pyrite and vughy quartz vein zones.

Molybdenum values are thought to have been further downgraded by the loss of molybdenite through the core saw washing action. No sludges from diamond saw operations were collected and assayed.

The fourth downgrading of molybdenum values may have occurred with the use of a disc pulveriser in sample preparation. In future, a Siebe swing mill which uses a crushing action will be utilized for sample preparation.

In summary, molybdenum assays from historical drilling have apparently been downgraded by at least 10% but could be higher. Re-assaying of selected core intersections utilizing the latest laboratory techniques would confirm the mean actual molybdenum percentage lost.

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Sample No	Depth(m)	RTI (AAS)	Amdel (AAS)	Amdel (XRF)	% Increase (Note 3)
M24-28 A1	81-84	325
A2			450	440	35
B		335
C			290	400	19
M24-29 A1	84-87	2,440
A2			2,500	2,800	15
B		2,466	2,600	3,200	30
C
M24-36 A1	105-108	3,116
A2			2,900	3,700	19
B		3,033
C			3,100	3,750	24
M24-37 A1	108-111	1,206
A2			1,300	1,300	8
B		1,130
C			1,300	1,300	15
M24-52 A1	153-156	2,500
A2			2,600	2,850	14
B		2,533
C			2,600	2,900	14
M24- 53A1	156-159	11,733
A2			9,600	1.33%	14
B		11,800
C			9,800	1.38%	17
M24-54 A1	159-162	18,533
A2			16,000	2.03%	10
B		18,466
C			15,000	1.84%	0
M24-55 A1	162-165	7,483
A2			6,200	7,700	3
B		7,050
C			5,900	7,800	11
M24-56 A1	165-168	563
A2			560	470	-16
B		530
C			510	470	-11
				Average A1-A2	11
				Average B-C	13

TABLE 4: AAS vs. XRF Comparison for Mo Assays ( ppm) from DDHM 24

Notes:

1. A1 and A2 are 100gm splits of the same sample after passing through the disc mill.

2. B and C are 100gm splits of the same sample after passing through the roller mill but before passing through the disc mill

3. % increase is the difference between the Amdel XRF value and the RTI AAS value for the A1, A2 samples and the B, C samples

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7.4 Previous Estimate of Resources at Malala Deposit

Rio Tinto completed a resource evaluation study on the Malala molybdenum deposit and determined a resource of 107Mt @ 0.14% MoS2 for Malala (Ferguson 1985). This previous resource study by Rio Tinto is very relevant to the current work as it defines the area and location of the current “Target Mineralisation” that is to be explored as proposed by Richfield. It is believed that Rio Tinto engaged in the best practice at the time of this work and therefore it is reliable. It is also material because it demonstrates the potential for a JORC Code compliant resource to be defined. The method of calculation is still in standard use today and would qualify for “Inferred Resource” as a minimum. However Richfield is being very conservative by describing it as “Target Mineralisation”- See Note below.

The evaluation used the block method for calculating resources between eight vertical sections varying from 75 to 175m apart and is summarised in Table 5.

Method: Interpolation of mineralised blocks using vertical cross-sections


Block	Drill holes	Tonnage	Grade
1	M12, M13, M14, M30	24.50 Mt	0.15% MoS2
2	M8,M11,M36	18.37 Mt	0.15% MoS2

3+4	M1,M7,M29,M35	21.10 Mt	0.09% MoS2

5	M35,M26	7.50 Mt	0.14% MoS2

6+7	M24,M26,M33	9.55 Mt	0.32% MoS2

8	M19,M22	26.15 Mt	0.10% MoS2

	TOTAL:	107 Mt	0.14% MoS2

_______________

TABLE 5: Block Summary of Resources at Malala Deposit

It should be noted that the preceding resource estimates are historical in nature and as such are based on prior data and reports prepared by previous operators. The work necessary to verify the classification of mineral resource estimates has not been completed and the resource estimates therefore cannot be treated as JORC resources verified by a qualified person. The historical estimates should not be relied upon and there can be no assurance that any of the resources, in whole or in part, will ever become economically viable.

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8. EXPLORATION POTENTIAL

The widespread areal distribution (>4km2) of molybdenum mineralisation and alteration indicates a high potential for the discovery of a major ore deposit at Malala.

The probability that areas of high molybdenum-in-soil geochemical anomalies, which reflect at depth steeply westerly dipping molybdenum mineralisation, have not been drilled in the correct orientation is strong. This implies that the drilling was poorly executed in these areas and potential for mineralisation being intersected on correct orientations is good. It is believed DDM 22, drilled at a 70[0] dip, only tested a 20m section of a 140m wide surface zone of highly anomalous molybdenum geochemistry. Also, on sections 200N and 300N, potential mineralisation occurs at depth as a significant 90m wide molybdenum geochemical anomaly at surface has not been drilltested (Whitehouse 1982).

On review, drilling should have been on a NE azimuth with relatively shallow declinations. DDHM 11, 12, 13 (average grades 0.24% to 0.29% MoS2,) were the only holes drilled with such azimuths and dips. In Figure 15 which shows a plan of the molybdenum geochemistry, seven areas, totalling 1,102,230m[2] have been marked. These areas have either not been tested or have been inadequately tested by drilling. In particular, a 538,700m[2] area centred on DDHM 2 and 4 remains untested.

A number of drill holes have stopped in mineralisation, e.g. DDHM 8, 11, 22, 30 and 32. These promising intersections need deepening so as to evaluate the true length of the mineralized zone. DDHM 8 ended in mineralisation which appears to fringe an untested 130m wide zone of anomalous molybdenum geochemistry in Tinombo Formation wall rocks.

The above drilling deficiencies strongly indicate that the Malala deposit still requires an extensive diamond drilling campaign. Good potential exists for a major upgrade in current resources in both tonnage and grade by re-orientation of future drill holes and by using the XRF method for molybdenum assays.

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Figure 17: Untested Blocks.

Potential mineral deposits occur at other geochemical anomalies that were identified in 1973 from regional stream work (Plates 7, 8 and 9) –
Anomaly A (Pb-Zn) covering 15km[2] ; with Pb values up to 14,000ppm in soil samples and located on KP 188.45/2534. Geological setting is apparently mineralisation along a contact zone. Further work including drilling is warranted.
Anomaly C (Cu-Mo-Pb) covering 5km[2] on KP 188.45/2537. Cu, Mo and Pb „highs‟ up to 800ppm, 8ppm and 800ppm, respectively over a 600m x 1000m zone. More work is necessary.
Anomaly K (Pb-Mo) covering 10km2; with Mo values up to 11ppm in stream samples and situated on KP 188.45/2533. Geological setting is apparently a contact zone of biotite granite with porphyry. More exploration is warranted (Whitehouse 1982).

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Plate 7: Google Image of Anomalies A, B, and K .

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Plate 8: Google image of Anomaly C area

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Plate 9: Google image of Anomaly K area.

9. PROPOSED EXPLORATION AND BUDGET

It is proposed to initially conduct geological mapping, stream sediment and pan concentrate sampling, reconnaissance level rock chip sampling and ridge, spur and river bank soil sampling across all of the granted KPs held by the Richfield Group.

Follow-up exploration on these results would include trenching across delineated anomalies and ground magnetic and IP surveys to identify new drill targets.

A diamond drilling campaign of 2,500m is planned to test these new targets, confirm historic assay intervals and upgrade geological resources known to date. A budget of $US990,000 for year 1 is proposed with a further $US1,980,000 in year 2.

An estimated exploration budget breakdown is given in Table 6.

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TABLE 6: Proposed two year Exploration Budget breakdown.

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10. SELECTED BIBLIOGRAPHY

Aspinall, N.C. 1978 First Relinquishment Report, Part of Block 3, Sulawesi. PT Rio Tinto Indonesia Report 70

Aspinall, N.C. 1979 Second Relinquishment Report, Part of Block 3, Sulawesi. PT Rio Tinto Indonesia Report 71

Aspinall, NC, van Leeuwen, TM and others 1980. The General Geological and Geochemical Survey of Block 3, Sulawesi, Indonesia. PT Rio Tinto Indonesia Report 273

Ferguson, K.: PT Rio Tinto Indonesia internal memorandum: Possible and Potential Reserves Block III, 15 December 1981

Ferguson, KJ 1985. Final Report, Block 3, Sulawesi. PT Rio Tinto Indonesia - Report Number 340 to the Department of Mines and Energy of the Republic of Indonesia

van Leeuwen, TM, Taylor, R, Coote, A and Longstaffe, FJ 1994. Porphyry molybdenum mineralisation in a continental collision setting at Malala, northwest Sulawesi, Indonesia. J. Geochem. Explor., 50, 279-315

Whitehouse, L.: Santos Ltd internal memorandum dated 29 December 1981

Whitehouse, L 1982. Block 3, Sulawesi, Summary of Results to end December 1981. Santos Ltd Report 192/5505/1

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11. Glossary of Terms

AAS Atomic Absorption Spectrometry, a common geochemical assay technique. Acid A type of igneous rock containing10% or more free quartz. Aeromagnetic survey A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the Earth‟s magnetic field. Ag Chemical symbol for silver Airborne geophysical data Data pertaining to the physical properties of the Earth‟s crust at or near surface and collected from an aircraft. Alteration A physical or chemical change to original rock minerals, commonly due to hydrothermal activity. Andesite An intermediate variety of lava. Anomalies An area where exploration has revealed results higher than the local background level. Aqua Regia A mixture of acids used to extract minerals from a sample for assay. Argillic Refers to alteration of original rock to clay minerals. Argillisation A rock alteration in which certain minerals are converted to minerals of the clay group. As The chemical symbol for arsenic. Ash Unconsolidated fine volcanic material deposited from erupting volcanoes. Assay The testing and quantification of metals of interest within a sample. Au Chemical symbol for gold. Basalt A dark coloured basic lava. Base Metals Any metal from a group of metals that include copper, lead, zinc, nickel, tin and aluminium. Batholith A large igneous intrusion >100sq km in area. BCL (or BLEG) Bulk cyanide leach, a process of extracting free gold from a sample for assay. Bi T he chemical symbol for bismuth. Biotite A common, dark coloured, platy silicate mineral. Bornite A copper ore mineral composed of copper, iron and sulphur. Breccia A rock type composed mainly of broken angular fragments. Calcite A mineral of composition CaCo3 (calcium carbonate) which is a common alteration product and an essential constituent of limestone and marbles. Caldera A circular volcanic depression with a diameter at least three times depth. Chalcocite A copper ore mineral composed of copper and sulphur. Chalcopyrite A copper ore mineral composed of copper, iron and sulphur. Chlorite A group of greenish minerals that are widespread in low grade metamorphic rocks.A common low grade alteration mineral in hydrothermal systems. Clast A fragment of rock or mineral forming part of another rock. Conglomerate A coarse grained, clastic sedimentary rock. Covellite A copper ore mineral composed of copper and sulphur. Cretaceous A geological time period ranging from 65 to 144 million years ago. Crust Outermost layer of the earth. Crustal plate A large, rigid segment of the earths crust. Cu The chemical symbol for copper. Cuprite A copper oxide ore mineral. Cupola A dome shaped structure at the roof of an igneous intrusion into the country rock above Dacite A light coloured acid lava. DDH A diamond drill hole Diamond drilling A drilling technique using diamond tipped drill bits to extract cylindrical rock core for analysis. Diatreme A vertical, pipe or funnel shaped body of intrusive breccia. Diorite A dark coloured variety of intermediate intrusive rock. Dolerite A medium grained basic igneous rock Dyke A narrow, tabular, near vertical igneous intrusion. Ductile Deformation of rocks or rock structures involving stretching or bending in a plastic manner without breaking. Eocene A geological time period ranging from 56 to 35 million years ago. Epidote An apple green silicate mineral, commonly found as an alteration mineral in igneous rocks Epithermal Refers to geologic processes taking place at low temperature near the earth‟s surface.

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Extrusive A volcanic rock type solidified from magma extruded onto the earth‟s surface. Fault Zone A wide zone of structural dislocation and faulting. Feldspar A group of rock forming minerals. Felsic An adjective indicating that a rock contains abundant feldspar and silica. Foliated Banded rocks, usually due to crystal differentiation as a result of metamorphic processes. Follow-up A term used to describe more detailed exploration work over targets generated by regional exploration. Gabbro A coarse grained basic intrusive rock. Galena A grey sulphide ore of lead, PbS Geochemical Pertains to the concentration of an element. Geophysical Pertains to the physical properties of a rock mass. Geochemical sample A sample collected for geochemical analysis to determine metal or mineral content. g/t Grams per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock. Granite A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas. Granodiorite A coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite. Greisen A highly altered granitic rock consisting essentially of quartz and mica Greenschist Facies Hematite A variety of iron oxide. Heterolithic A fragmental rock with clasts of several different rock types. Horst Graben Complex A series of elongated blocks of rock that are uplifted (horst) or down dropped (graben) along roughly parallel faults HQ A commonly used drill core size with an approximate diameter of 63 millimeters Hydrothermal Refers to geologic processes related to hot fluids. Hydrothermal Fluids Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution. Hypabyssal Refers to intrusive igneous rocks solidified near the surface. Igneous Rock types formed from the cooling and solidification of molten magma. Infill Refers to sampling or drilling undertaken between pre-existing sample points. Intermediate A type of igneous rock containing 45-55% silica and less than 10% free quartz. Intrusions A body of igneous rock which has forced itself into pre-existing rocks. Intrusive An igneous rock solidified from magma beneath the earth‟s surface. Intrusive complex An area containing a number of intrusive bodies. IP Induced polarisation, an electrical geophysical surveying technique. Island arc An arc shaped string of volcanic islands formed above a subduction zone. Joint Venture A business agreement between two or more commercial entities. K-feldspar A light coloured, potassium rich, silicate mineral occurring in igneous rocks. Lava A volcanic rock solidified from magma extruded onto the earth‟s surface. Lead A metallic element, the heaviest and softest of the common metals. Limestone A sedimentary rock composed mainly of calcium carbonate. Limonite A variety of hydrated iron oxide formed during weathering. Magma Molten rock composed of mineral crystals and dissolved gases. Magnetic Refers to rocks or minerals with magnetic properties. Magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic properties. Metamorphic A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids. Metamorphosed The process by which rocks have undergone physical and chemical changes at high temperatures and pressures. Mesothermal Refers to geologic processes taking place at moderate temperatures and depths, commonly 350-1500m below surface. Mesozoic A geological time period ranging from 65 to 248 million years ago. Mineralisation The formation of minerals by way of addition of new minerals to fractures and empty spaces in a rock or by the replacement of pre-existing minerals with different ones. Miocene A geological time period ranging from 23.3 to 5.2 million years ago. Mo The chemical symbol for molybdenum. Molybdenite The main molybdenum ore mineral, composed of molybdenum and sulphur. Monzonite A dark coloured intrusive rock enriched in potassium, commonly associated with

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gold and copper deposits. MoS2 Mt Million Tonnes. NQ A commonly used drill core size with an approximate diameter of 47 millimeters Oligocene A geological time period ranging from 35.4 to 23.3 million years ago. Outcrops Surface expression of underlying rocks. Paleozoic A geological time period ranging from 248 to 543 million years ago. Pan Concentrate Sampling Pb T he chemical symbol for lead. Pegmatite A very coarse grained igneous rock which commonly occurs in dyke-like bodies containing lithium-boron-flourine-molybdenum-rare earth bearing minerals. Phenocryst A relatively large mineral crystal set in a finer grained groundmass. Phyllic Refers to an alteration mineral assemblage composed of quartz, sericite and pyrite, commonly found in porphyry copper systems. Phyllite A fine-grained foliated metamorphic rock derived from shale or fine grained sandstone Pliocene A geological time period ranging from 1.8 to 5.3 million years ago. Plutonic Intrusive rocks of deep seated origin. Porphyry Refers to the texture of hypabyssal igneous rocks containing phenocrysts in a fine groundmass. Porphyry copper Refers to a large, generally low grade copper deposit related to intrusive rocks. Porphyry Molybdenum Porphyries Felsic intrusive or sub-volcanic rock with larger crystals set in a fine groundmass. Potassic A high temperature type of rock alteration typically associated with porphyry copper deposits. Potassium Feldspar ppb Parts per billion; a measure of low level concentration. ppm Parts per million PQ A commonly used drill core size with an approximate diameter of 85 millimeters Propylitic A type of rock alteration commonly associated with mineral deposits. Pyrite A common iron mineral composed of iron and sulphur. Pyrrhotite A bronze coloured weakly magnetic iron sulphide mineral, Fe(1-x)S where x = 0-0.2 Quartz A common rock forming mineral composed of silica and oxygen. Quaternary A geological time period ranging from the present to 1.8 million years ago. RC Drilling Reverse circulation drilling, a technique that uses circulating fluids to recover samples of rock fragments for assay. Reconnaissance Resources In situ mineral occurrence from which valuable or useful minerals may be recovered. Retrograde Reversion to an earlier phase (of alteration) Rhyolite Fine-grained felsic igneous rock containing high proportion of silica and feldspar. Ridge/spur A soil sampling technique where samples are collected along the tops of ridgelines and spurs. Rock Chip Sampling A technique of sampling rock outcrops for mineral analysis. Scree The rubble composed of rocks that have formed down the slope of a hill or mountain by physical erosion. Sedimentary A term describing a rock formed from sediment. Sericite A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks. Shale A fine grained, laminated sedimentary rock formed from clay, mud and silt. Sheared A zone in which rocks have been deformed primarily in a ductile manner in response to applied stress. Shear A narrow, linear zone of rock deformation or faulting. Sheeted veins A zone of closely spaced parallel veins. Silicate Rocks or minerals composed predominantly of quartz or silica. Silicified Alteration of a rock to silica. Sills Sheets of igneous rock which is flat lying or has intruded parallel to stratigraphy. Skarn A rock type formed by alteration of limestone by heat from an intrusive body. Soil sampling The collection of soil specimens for mineral analysis. Sphalerite A common black to honey brown sulphide ore of zinc, ZnS Stocks A small intrusive mass of igneous rock, usually possessing a circular or elliptical shape in plan view.

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Strata Sedimentary rock layers. Stratigraphic Composition, sequence and correlation of stratified rocks. Stream Sediment Sampling The collection of samples of stream sediment with the intention of analysing them for trace elements.

Strike Horizontal direction or trend of a geological structure. Stockwork A closely spaced network of intersecting veins.

Subduction T he process where one tectonic plate moves towards another, with one sliding beneath the other and moving down into the earth‟s interior. Sulphide A general term to cover minerals containing sulphur and commonly associated with mineralisation.

Supergene Process of mineral enrichment produced by the chemical remobilization of metals in an oxidized or transitional environment. Syenite A light coloured intrusive igneous rock enriched in potassium. Tectonic A term relating to major structures of the earth. Tectonic Pertaining to the forces involved in or the resulting structures of movement in the Earth‟s crust. Tertiary A geological time period ranging from 1.8 to 65 million years ago. Tuff A type of pyroclastic rock formed during volcanic eruptions. Underground Mining Vein A narrow, tabular, or sheet-like body of rock or minerals. Veins A thin infill of a fissure or crack, commonly bearing quartz. Volcanics Formed or derived from a volcano. Volcaniclastic A clastic sedimentary rock containing volcanic rock fragments. XRF X-Ray Flourescence Spectrometry, a common assay technique Zn The chemical symbol for zinc. Zinc A lustrous, bluish-white metallic element used in many alloys including brass and bronze.

Ag Silver As Arsenic Au Gold Ba Barium Bi Bismuth Ca Calcium Ce Cerium Co Cobalt Cr Chromium F Fluorine Fe Iron La Lanthanum Mg Magnesium Mn Manganese Mo Molybdenum	CHEMICAL SYMBOLS

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Nb Niobium Ni Nickel Pb Lead Pd Palladium Pt Platinum Sn Tin Sr Strontium U Uranium W Tungsten Zn Zinc ABBREVIATIONS g gram kg kilogram km kilometre km[2] square kilometre m metre m[2] square metre m[3] cubic metre mm millimetre t tonne oz troy ounce, equivalent to 31.103477g. UNITS OF CONCENTRATION ppb parts per billion ppm parts per million

[END OF REPORT]

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Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Richfield Group Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of Richfield Group Limited to be held at the Subiaco Hotel, Level 1, 465 Hay street, Subiaco Western Australia on 26 November 2008 at 10.00 am (WDST) and at any adjournment of that meeting. The Chairman IMPORTANT: of the meeting If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not (mark with an „X‟) wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy OR on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution/s and that votes cast by him/her, 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 on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

Write the name of thatperson in the box below.
		You	must specify the % of your votes that you
	%	authorize your proxy to exercise if:
If you hold 2 or more Shares in #full company name#, you may appoint a second proxy:		(a)	you have only appointed 1 proxy and do not
Write the name ofyour secondproxy in the box below.			want him/her to exercise all of your votes; or
		(b)	if you have appointed 2 proxies under this
	%		proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of Richfield Group Limited to be held at Subiaco Hotel, Level 1, 465 Hay street, Subiaco Western Australia on 26 November 2008 at 10.00 am (WDST) and at any adjournment of that meeting.

Voting directions to your proxy – Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

directions.	directions.
Ordinary Business		For	Against	Abstain
Resolution 1.	Election of Directors
	(a) Re-election of Mr Steven Pynt
	(b) Re-election of Mr Wayne Knight
Resolution 2.	Approval of Remuneration Report
Resolution 3.	Appointment of Auditor
Special Business
Resolution 4.	Change in Nature and Scale of Activities of Company
Resolution 5.	Issue of Shares Securities to Acquire 75% of Victory West
Resolution 6.	Consolidation of Share Capital
Resolution 7.	Approval for Issue of Future Options
Resolution 8.	Change of Company Name
Resolution 9.	Reduction of Capital

Resolution 10. Approval for Issue of Future Shares

Note: If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

show of hands or on a poll.
PLEASE SIGN HERE	This sectionmust be signed in accordance with the instructions overleaf to enable your directions to be
implemented
Individual or Shareholder 1		Shareholder 2	Shareholder 3

Sole Director and		Director	Director/Company Secretary
Sole Company Secretary

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company‟s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company‟s share registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations

Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 10.00 am (WDST) on 24 November 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at 311 Hay Street, Subiaco, WA 6008 or sent by facsimile to the registered office on (08) 9388 3701.

AI assistant

EV RESOURCES LTD — AGM Information 2008

64887_rns_2008-10-15_e5dbf2cc-6dc6-4c12-96e1-1ee204fe1945.pdf

RICHFIELD GROUP LIMITED ACN 009 144 503

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

1. RESOLUTION 1 - Election of Directors

2. RESOLUTION 2 - Approval of Remuneration Report

3. RESOLUTION 3 - Appointment of Auditor

Voting Exclusion Statement – Resolution 4

However the Company need not disregard a vote if:

Voting Exclusion Statement – Resolution 4

However, the Company need not disregard a vote if:

5. RESOLUTION 5 - Issue of Securities to Acquire 75% of Victory West Pty Ltd

Voting Exclusion Statement – Resolution 5

Voting Exclusion Statement – Resolution 5

6. RESOLUTON 6 - Consolidation of Share Capital

7. RESOLUTION 7 - Approval for Future Issue of Options

Voting Exclusion Statement – Resolution 7

However the Company need not disregard a vote if:

8. RESOLUTION 8 - Change of Company Name

9. RESOLUTION 9 - Reduction of Capital

10. Resolution 10 – Approval for Future Issue of Ordinary Shares

However the Company need not disregard a vote if:

Explanatory Statement

Resolutions 4 to 10 (inclusive) are subject to and conditional on each of the resolutions being passed. Accordingly, the resolutions should be considered collectively as well as individually.

Proxies

Voting Entitlements

By Order of the Board of Directors

Explanatory Statement

1. Resolution 1 – Election of Directors

2. Resolution 2 - Approval of Remuneration Report

3. Resolution 3 - Appointment of Auditor

4. Resolution 4 - Change in Nature and Scale of Activities of Company

4.1 Background Information

4.2 Overview and Information on Victory West Pty Ltd

4.3 History of Malala Molybdenum Project

4.4 Subsequent Analysis

4.5 Proposed Work Program

4.6 Important Information Regarding Non-JORC Resource Estimates

vi. an estimated exploration budget breakdown is given in the table below.

4.7 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

4.8

Advantages of transaction

4.9

Disadvantages of transaction

4.10

Risks – Change of Activities

Specific Risks

Exploration Costs Risk

Exploration Success

Operating Risks

No Profit to Date

Resource Estimates

Commodity Price Volatility and Exchange Rate Risks

Compliance and Tenement Maintenance Risk

Future Capital Needs

Unforeseen Expenditure Risk

Economic and Government Risk

Share Market Conditions

Settlement Risks

ASX Listing Rules Re-compliance

Molybdenum Marketing and Molybdenum Prices

Environmental Impact Constraints

4.11 Listing Rule 11.1

Directors Recommendation

5. RESOLUTION 5 – Issue of Securities to Acquire 75% of Victory West Pty Ltd

5.1 General

5.2 Approval under ASX Listing Rule 7.1

5.3 Technical information required by ASX Listing Rule 7.1

EV RESOURCES LTD AGM Information 2008