EV RESOURCES LTD — Capital/Financing Update 2008

Oct 14, 2008

RICHFIELD GROUP LIMITED ACN 009 144 503

OFFER DOCUMENT

FOR

A NON-RENOUNCEABLE PRO-RATA OFFER

OF 209,037,516 NEW SHARES AT AN ISSUE PRICE OF $0.01 EACH ON THE BASIS OF ONE (1) NEW SHARE FOR EVERY FOUR (4) SHARES HELD ON THE RECORD DATE

This document is not a prospectus.

It does not contain all of the information that an investor would find in the prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to the New Shares offered by this document.

This document is important and requires your immediate attention.

It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your professional adviser without delay.

This offer opens on 29 October 2008 and closes at 5.00pm WDST on 13 November 2008.

Valid Applications must be received before the Offer closes.

Please read the instructions in this document and the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

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OFFER DOCUMENT 15 OCTOBER 2008

IMPORTANT INFORMATION FOR INVESTORS

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder’s entitlement to participate in the Offer.

Overseas Shareholders

No action has been taken to permit the offer of New Shares and New Options under this Offer Document in any jurisdiction other than Australia and New Zealand. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and therefore persons outside of Australia and New Zealand into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Offer Document does not constitute an offer of New Shares and New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Document.

Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

This document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required to make an informed decision regarding, or about the rights attaching to, New Shares and New Options offered by this Offer Document.

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OFFER DOCUMENT 15 OCTOBER 2008

TABLE OF CONTENTS

Important Information for Investors ....................................................... ii	Important Information for Investors ....................................................... ii
Section 1 Executive Summary ............................................................. 1
1.1	The Offer ....................................................................................................................... 1
1.2	Opening and Closing Dates ........................................................................................... 2
1.3	No Rights Trading .......................................................................................................... 2
1.4	Entitlement and Acceptance .......................................................................................... 2
1.5	Issue dispatch ................................................................................................................ 3
1.6	CHESS .......................................................................................................................... 3
1.7	ASX Listing .................................................................................................................... 3
1.8	Overseas Eligible Shareholders ..................................................................................... 3
1.9	Taxation Implication ....................................................................................................... 3
1.10	Risk Factors................................................................................................................... 3
1.11	Entitlements not subscribed for ...................................................................................... 4
1.12	Enquiries Concerning Offer Document........................................................................... 4
Section 2 Action Required by Shareholders ....................................... 5
2.1	How to Accept the Offer ................................................................................................. 5
2.2	Form of Payment ........................................................................................................... 5
Section 3 Investment Risks .................................................................. 6
3.1	Specific Risks ................................................................................................................ 6
3.2	General Investment Risks .............................................................................................. 9
Section 4 Definitions ........................................................................... 10
Entitlement and Acceptance ................................................................. 12

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OFFER DOCUMENT 15 OCTOBER 2008

SECTION 1

EXECUTIVE SUMMARY

1.1 The Offer

The Company is making a non-renounceable pro rata offer of New Shares at an issue price of $0.01 each on the basis of one (1) New Share for every four (4) Shares held on the Record Date (“the Offer”) to raise $2,090,375.16.

Use of Funds : Upon completion of the Offer and placement of any Shortfall, the Company will have raised $2,090,375.16.

The Company intends to apply the funds raised from the Offer towards working capital requirements. The proceeds of the Offer will be applied as follows:

Exploration Expenditure	$1,580,375.16
Expenses of this Offer	$150,000
Additional working capital	$360,000
Total funds applied	$2,090,375.16

Application : To apply for New Shares in the Company please complete and execute the Entitlement and Acceptance Form and follow the instructions contained in this Offer Document and on the Entitlement and Acceptance Form. If for any reason your application is not accepted, you will be advised accordingly and the application monies returned in full.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded down to the nearest whole share.

Proforma Capital Structure: The capital structure of the Company immediately following completion of the Offer is expected to be as follows:

	Pre-Offer	Offer	Post-Offer
Shares on Issue	836,150,065	209,037,516	1,045,187,581
May 2009 Options*	235,201,961	-	235,201,961

*Options carry no entitlement to participate in the Offer.

Dividends: The Directors will not be able to declare a dividend on the Shares unless the Company makes sufficient distributable profits from which to pay such a dividend. The Directors consider it unlikely that any dividends will be paid in respect of Shares in the medium term.

Investors should note the ability of the Company to pay future dividends is dependent on many factors, including the Company's future earnings, profits, general business and financial conditions, and capital requirements.

Final determination of any dividend payments will be at the discretion of the Directors.

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OFFER DOCUMENT 15 OCTOBER 2008

Timetable:

Event	Proposed Date
Announcement of Rights Issue and Appendix 3B	15 October2008
**Cleansing Notice Lodged with ASX **	15 October 2008
Notice Sent to Security Holders	16 October 2008
Ex Date (date from which securities commence trading without the entitlement to participateintheRightsIssue)	21 October 2008
Record Date (date for determining entitlements of eligible shareholders to participate in theRightsIssue)	27 October 2008
Offer Document Dispatched to Shareholders (expected date of dispatch of offer document, entitlement and acceptance form)	29 October 2008
Rights Issue Opens	29 October 2008
Closing Date 5pm (WDST)	13November 2008
ASX Notified of Under Subscriptions	17 November 2008
Dispatch Holding Statements	18November 2008
**Cleansing Notice Lodged with ASX **	18November 2008

Closing Date : This Offer closes on 13 November 2008. Note that the directors reserve the right to close this Offer earlier than this date or to extend the Offer Period at their discretion.

1.2 Opening and Closing Dates

The Offer opens on the Opening Date, being 29 October 2008. The Company will accept Entitlement and Acceptance Forms until 5.00pm WDST on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.3 No Rights Trading

The rights to New Shares under the Offer are non-renounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offer to any other party. If you do not wish to take your entitlement to New Shares under the Offer by Closing Date, the Offer to you will lapse.

1.4 Entitlement and Acceptance

The entitlement of Eligible Shareholders to participate in the Offer was determined on the Record Date. Your entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer Document. Instructions on how to accept your Entitlement are contained in Section 2 of this Offer Document.

Acceptances must not exceed your maximum entitlement (as shown on the Entitlement and Acceptance Form), although you may accept a lesser number of New Shares should you wish to take up only part of your entitlement. If your acceptance exceeds your entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus application monies will be returned to you.

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OFFER DOCUMENT 15 OCTOBER 2008

1.5 Issue dispatch

The expected dates for issue of New Shares offered by this Offer Document and dispatch of holding statements is expected to occur on the dates specified in the timetable set out earlier in Section 1. It is the responsibility of Applicant’s to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.6 CHESS

The Company participates in CHESS and operates CHESS in accordance with the Listing Rules and Securities Clearing House.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are registered in the Issuer Sponsored Sub-register, your statement will be despatched by Security Transfers Registrars Pty Ltd and will contain the number of New Shares issued to you under this Offer Document in your security holder reference number.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.7 ASX Listing

Application will be made to the ASX for quotation of the New Shares. The fact that ASX may grant official quotation to the securities is not to be taken in any way as an indication of the merits of the Company or the securities now offered for subscription.

1.8 Overseas Eligible Shareholders

No offer will be made to Eligible Shareholders with a registered address outside of Australia and New Zealand.

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such offer.

1.9 Taxation Implication

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisors and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

1.10 Risk Factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 3.

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OFFER DOCUMENT 15 OCTOBER 2008

1.11 Entitlements not subscribed for

If you are a Shareholder and do not wish to accept all or part of your Entitlement, you are not obliged to do anything. Entitlements to Securities not accepted will form part of the Shortfall which will be dealt with by the Underwriter in accordance with the Underwriting Agreement with Transocean Securities Pty Ltd, and you will receive no benefit.

It is therefore important that, if you wish to receive a benefit, you take action either to accept or sell your Entitlement in accordance with the instructions above and on the back of the accompanying Application Form.

The number of Existing Shares you hold as at the Record Date and the rights attached to those Existing Shares will not be affected if you choose not to accept any of your Entitlement or choose not to renounce (sell) any of your Rights.

1.12 Enquiries Concerning Offer Document

Enquiries concerning the Entitlement and Acceptance Form can be made by contacting the Company Secretary Luke Martino by telephone on (08) 9381 5819.

Enquiries relating to this Offer Document should be directed to the Company by telephone on (08) 9381 5819, by fax on (08) 9388 3701 or by email to luke@indianoceangroup.com.au.

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OFFER DOCUMENT 15 OCTOBER 2008

SECTION 2 ACTION REQUIRED BY SHAREHOLDERS

2.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows;

• 1) if you wish to accept your Entitlement in full:

• a) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• b) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or

• 2) if you only wish to accept part of your Entitlement:

• a) fill in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

• b) attach your cheque for the appropriate monies (at $0.01 per New Share); or

• 3) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

2.2 Form of Payment

All cheques must be drawn on an Australian Bank or Bank Draft made payable in Australian currency to “Richfield Group Limited– Application Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form, together with your payment, must be forwarded to:

By Mail	By Delivery
Computershare Investor Services Pty Ltd	Computershare Investor Services Pty Ltd
Locked Bag 2508	Level 2, Reserve Bank Building
Perth WA 6001	45 St George’s Terrace
	PERTH WA 6000
	AUSTRALIA

Applications must be received no later than 5.00pm (WDST) on the Closing Date (13 November 2008).

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

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OFFER DOCUMENT 15 OCTOBER 2008

SECTION 3 INVESTMENT RISKS

An investment in Richfield has risk and there are many factors which may affect the future performance of the Company. These risks are both specific to the Company and also relate to the general business and economic environment. Eligible Shareholders should consider the risk factors described in this section carefully, together with the information contained elsewhere in this Offer Document, before deciding whether to accept the New Shares, as they may adversely affect the value of the Company’s assets and Shares. The risk factors set out below should not be taken as an exhaustive list of the risk factors to which the Company and its Shareholders are exposed.

The Company can mitigate some of these risks by the use of appropriate safeguards and commercial action but some are outside the control of the Company and cannot be mitigated. The main risks include, but are not limited to, those set out below.

3.1 Specific Risks

The Company’s 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.

Settlement Risks

The Company entered into an agreement with the 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 is required to issue to the Vendors a total of 500 million Consideration Shares and 500 million unlisted Consideration Options in consideration for the acquisition of the 75% interest in Victory West.

Settlement of this agreement 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.

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OFFER DOCUMENT 15 OCTOBER 2008

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

Whilst the Company is completing due diligence and investigations into the assets of the company, there is still a risk that these conditions may not be satisfied. The Company is not aware of any circumstances that have occurred to effect the satisfaction of the above conditions and it is the expectation of the directors that following Shareholder approval of the transaction at the Company’s Annual General Meeting to be convened on 26 November 2008, this agreement will become unconditional

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 assumptions. 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; 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

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OFFER DOCUMENT 15 OCTOBER 2008

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.

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 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. There are also various licenses associated with the KP Holder Entities including forestry requirements that the Company is undertaking the necessary approval processes.

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. In this respect, the Company is following the processes to ensure legal rights to the Molybdenum deposits are recognised by the Central 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.

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OFFER DOCUMENT 15 OCTOBER 2008

3.2 General Investment Risks

Economic and Government Risk

There is a risk that the price of the New Shares and 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 New 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.

Investment Risk

The New Shares issued pursuant to this Offer Document should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or the market value of New Shares. The prices at which an investor may be able to trade the New Shares may be above or below the Offer price paid for New Shares. While the Directors recommend the Offer, prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate for their own circumstances.

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OFFER DOCUMENT 15 OCTOBER 2008

SECTION 4 DEFINITIONS

Applicant means a person who submits an Entitlement and Acceptance Form;

Application means the submission of an Entitlement and Acceptance Form;

ASIC means Australian Securities and Investments Commission;

ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange;

Board means the board of Directors unless the context indicates otherwise;

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia;

CHESS means ASX Clearing House Electronic Subregistry System;

Closing Date means the date on which the Offer closes;

Company means Richfield Group Limited;

Corporations Act 2001 means the Corporations Act 2001 of Australia;

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

Dollars or $ means Australian dollars unless otherwise stated;

Eligible Shareholder means a Shareholder whose details appear on the Company’s register of Shareholders as at the Record Date;

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer;

Entitlements and Acceptance Form means the Entitlements and Acceptance Form accompanying this Offer Document;

Glossary means this glossary;

Issue means the issue of New Shares pursuant to this Offer Document;

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX;

New Share means a Share proposed to be issued pursuant to this Offer;

Offer means the offer of one (1) New Share for every four (4) Shares held on the Record Date to this Offer Document;

Offer Document means this Offer Document dated 15 October 2008;

Offer Period means the period commencing on the Opening Date and ending on the Closing Date;

Official List means the Official List of ASX;

Opening Date means the date on which the Offer opens;

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OFFER DOCUMENT 15 OCTOBER 2008

Quotation means quotation of the New Shares on ASX;

Record Date means 27 October 2008;

Share means a fully paid ordinary share in Richfield Group Limited;

Shareholder means a holder of Shares; and

Shortfall means the number of New Shares comprising the difference between the New Shares the subject of the Offer and the number of New Shares for which valid applications have been received and accepted by the Company by the Closing Date.

WDST means Western Daylight Saving Time, being the time in Perth, Western Australia.

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OFFER DOCUMENT 15 OCTOBER 2008

“EXAMPLE ONLY”

ENTITLEMENT AND ACCEPTANCE

ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS INPORTANT, IF YOU ARE IN DOUCT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISOR

RICHFIELD GROUP LIMITED

ACN 009 144 503

REGISTERED OFFICE:

SHARE REGISTRY:

311-314 Hay Street Computershare Investor Subiaco Services Pty Ltd WA 6008 Tel: +618 9381 5819 Fax: +618 9388 3701 Shareholding at 5pm Entitlement to Shares Amount payable on (WDST) on 27 October 2008 1:4 acceptance @$0.01 per Share

A NON-RENOUCEABLE ENTITLEMENTS ISSUE OF APPROXIMATELY 209,037,516 NEW SHARES AT A PRICE OF $0.01 EACH ON THE BASIS OF ONE (1) NEW SHARE FOR EVERY FOUR (4) SHARES HELD

To the Directors RICHFIELD GROUP LIMITED

• (1). I/We the above mentioned, being registered on 27 October 2008 (at 5:00pm Australian WSST) as the holder(s) of ordinary fully paid shares in your Company hereby accept and apply for the below mentioned New Shares issued in accordance with the terms of the Offer Document accompanying this form.

TO BE COMPLETED BY SHAREHOLDER	NO. OF NEW SHARES ACCEPTED/APPLIED FOR (insert number)	@ $0.01 PER SHARE	AMOUNT ENCLOSED
Entitlement orpart thereof

(2). I/We enclose my/our cheque made payable to “ Richfield Group Limited– Application Account ”, for the amount shown being payment at the rate of $0.01 per New Share applied for;

• (3). I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of New Shares allotted to me/us;

• (4). I/We agree to be bound by the Constitution of the Company;

• (5). If any information on this form is not completed correctly, or the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final;

• (6). By lodging this application form and a cheque for the application money, I/we declare that I/we have received a full and unaltered version of the Offer;

• (7). My/Our contact details in case of emergencies are:

Telephone: ………………………………………………………

Email: …………………………………………………

Facsimile: ………………………………………………………

NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable by a bank within Australia should be sent, made payable to “Richfield Group Limited – Application Account”, crossed “NOT NEGOTIABLE” and forwarded to Computershare Investor Services Pty Ltd, Level 2, Reserve Bank Building, 45 St George’s Terrace, PERTH , WA, 6000 together with this Entitlement and Acceptance Form to arrive:

NO LATER THAN 5:00PM (WDST) ON 13 NOVEMBER 2008

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