EV RESOURCES LTD - Capital/Financing Update 2009

==> picture [529 x 35] intentionally omitted <==

==> picture [328 x 327] intentionally omitted <==

Prospectus

An offer of 7,000,000 shares at a price of 20 cents each to raise $1,400,000 with a minimum subscription of 500,000 Shares to raise $100,000.

	IMPORTANT INFORMATION	1
	CORPORATE DIRECTORY	2
	INVESTMENT FEATURES	3
	CHAIRMAN‟S LETTER	4
	KEY OFFER DETAILS	5
1	DETAILS OF THE OFFER	6
2	DIRECTOR AND ADVISOR PROFILES	12
3	COMPANY AND PROJECT OVERVIEW	14
4	GEOLOGIST‟S REPORT	24
5	SOLICITOR‟S REPORT	77
6	SUMMARY OF MATERIAL AND RELATED CONTRACTS	111
7	FINANCIAL INFORMATION	115
8	INDEPENDENT AUDITOR‟S REPORT	128
9	RISK FACTORS	133
10	ADDITIONAL INFORMATION	138
11	DIRECTORS‟ AUTHORISATION	147
12	DEFINITIONS	148
13	APPLICATION FORM	150

IMPORTANT INFORMATION

The Prospectus is dated 6 February 2009 and a copy of the Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX take responsibility as to the contents of this Prospectus.

Within seven days of the date of this Prospectus, the Company will make an application to ASX for the Shares offered pursuant to the Prospectus to be admitted for quotation on ASX.

No Shares will be issued pursuant to this Prospectus later than 12 months after the date of this Prospectus.

Persons wishing to apply for Shares pursuant to this Offer must do so using the Application Form attached to or accompanying this Prospectus. Before applying for Shares potential investors should carefully read the Prospectus so that they can make an informed assessment of the rights and liabilities attaching to the Shares, the assets and liabilities of the Company, its financial position and performance, profits and losses, and prospects.

Any investments in the Company should be considered speculative. Applicants should read this document in its entirety and persons considering applying for Shares pursuant to the Prospectus should obtain professional advice.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and may not be relied upon as having been authorised by the Company Directors.

The Offer of Shares made pursuant to this Prospectus is not made to persons or places to which, or in which, it would not be lawful to make such an offer of securities. Any persons who come into possession of this Prospectus should seek advice on and comply with any legal restrictions.

A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 12.

Investors and/or shareholders should be aware that this prospectus has been issued subject to a waiver from the Australian Stock Exchange Limited (“ASX”) from Listing Rule 5.6 of the ASX Listing Rules. As such, investors should be aware that Historical/Previous results of the project are not reported in accordance with the JORC Code and that 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. This matter is discussed in further detail in Section 3 of this Prospectus.

CORPORATE DIRECTORY

Directors

Steven L Pynt (Non-Executive Chairman) Michael Scivolo (Director) Wayne Knight (Director)

Corporate Advisor

Indian Ocean Advisory Group 311 – 313 Hay Street SUBIACO WA 6008 AUSTRALIA

Company Secretary

Independent Geologist

Luke Martino

Registered Office

311 Hay Street SUBIACO WA 6008 AUSTRALIA

Telephone: (+618) 9381 5819 Facsimile: (+618) 9388 3701

Share Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St George‟s Terrace PERTH WA 6000 AUSTRALIA

Telephone: (+618) 9323 2000 Facsimile: (+618) 9323 2033

Company Auditors

Grant Thornton (WA) Partnership Level 1 10 Kings Park Road WEST PERTH WA 6005 AUSTRALIA

Al Maynard and Associates Pty Ltd 9/280 Hay Street SUBIACO WA 6008 AUSTRALIA

Solicitors

Price Sierakowski Corporate Level 24, St Martins Tower 44 St George‟s Terrace PERTH WA 6000

Brigitta I. Rahayoe and Partners Suite 701, 7th Floor Indofood Tower, Sudirman Plaza Jl. Jend. Sudirman Kav. 76-78 Jakarta 12910, Indonesia

Stock Exchange Listing

Australian Securities Exchange Limited (“ASX”) ASX Code – VWM

Australian Company Number

ACN 009 144 503

Company Website

www.victorywestmoly.com.au

INVESTMENT FEATURES

INVESTMENT HIGHLIGHTS :

December 2007 - the Company announced execution of Heads of Agreement to acquire 75% of Victory West and its interest in the Malala Molybdenum Project.
July 2008 - commenced mapping, geochemical, rock chipping sampling on the project.
August 2008 - drilling commenced on the project.
October 2008 - execution of Share Acquisition Agreement with shareholders of Victory West Pty Ltd to formalise its agreements to acquire 75% of Victory West.
October 2008 - commencement of scoping study and pre-feasibility study program.
November 2008 - shareholder approval of acquisition of Victory West, consolidation of share capital and approval of issue of relevant securities.

INVESTMENT RISKS:

There are risks associated with an investment in the Company which are detailed in Section 9 of this Prospectus. Some of the principal risks include, however are not limited to the following:

A significant risk as a resources exploration and development company is that there can be no assurance that the potential resource located within the Malala Molybdenum Project will be economically exploited or mined.
Investment risks include economic risks such as changes in commodity prices, interest rates and exchange rates.
Environmental and Governmental regulatory risks associated with the geographical location of the Malala Molybdenum Project (Indonesia).
There can be no assurance that funding for further projects to support its ongoing activities and operations will be available on satisfactory terms or at all.

Prospective investors should carefully review the Risk Factors set out in Section 9 of this Prospectus and consult their professional adviser(s) with any questions.

The information presented in this Section of the Prospectus is a selective summary only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Prospective investors should read this Prospectus in its entirety and not rely solely on this overview .

CHAIRMAN’S LETTER

Dear Shareholders and Investors,

On behalf of the Board of Directors of the Company, I am pleased to present to you the Offer set out in this prospectus.

The Offer provides investors the opportunity to participate in the growth of the Company.

The Company has acquired an interest in the Malaya Molybdenum Project which is located in Sulawesi in Indonesia.

The Project incorporates the most prospective sections of a former 3[rd] Generation Contract of Work (“COW”) held by Rio Tinto during 1977 to 1985 and for a period in joint venture with Santos Ltd during 1980 to 1982. Evidence of mineralization in the area was found during a reconnaissance geochemical exploration program, conducted by Rio Tinto Indonesia (“RTI”) in 1973. During this year a 17,200km2 area (Block 3) was investigated by reconnaissance stream sediment sampling and regional geological mapping. Eighteen geochemical anomalies were identified.

In the opinion of the Directors results have outlined several areas showing potential for deposits. A number of base metal and molybdenum stream sediment anomalies were detected in streams with catchments in excess of 15km2. Results from follow-up exploration concluded 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.

An exploration program to evaluate new areas and conduct a 2,500m diamond drilling campaign to test the new targets, confirm historic assay intervals, and upgrade geological resources known to date has been commenced. At the start of January 2009, the company is pleased to announce that it has successful completed the drilling of eight (8) holes (M37 to M44). The Company believes that the results of exploration to date are promising and the Directors and the Company look forward to receiving the results of the drilling program.

Potential investors should refer to the Company‟s recent announcements released on the ASX regarding the Company‟s recent exploration results and to the geologist‟s comments in Sections 3 and 4 of this Prospectus for further information regarding the Project.

My fellow Directors and I are delighted to provide new investors with this opportunity to participate in the further expansion of the Company and its projects.

Yours sincerely,

==> picture [131 x 37] intentionally omitted <==

Steven Pynt Chairman

KEY OFFER DETAILS

Indicative Timetable

Dates shown in the table below are indicative only and may be varied. The Company reserves the right to vary the Opening Date and the Closing Dates without prior notice, which may have a consequential effect on the other dates. Applicants are therefore urged to lodge their Application Forms as soon as possible.

Indicative Timetable
Lodgment of this Prospectus with ASIC	6 February 2009
Opening Date for Offer	13 February 2009
Closing Date for Offer (“Closing Date”)	20 February 2009
Dispatch of Statements of Shareholding	25 February 2009
Expected date for Shares to commence trading on ASX	2 March 2009

1 DETAILS OF THE OFFER

By this Prospectus, the Company offers up to 7,000,000 Shares at an Offer Price of 20 cents per Share to raise funds of $1,400,000.

The Offer consists of an offer of ordinary Shares in the Company which is open to the public, sophisticated investors and to clients of financial services licensees.

The Shares to be issued pursuant to this Prospectus are of the same class and will rank equally in all respects with the Existing Shares in the Company. The rights and liabilities attaching to Shares are further described in Section 10.1 of the Prospectus.

Persons wishing to apply for Shares should refer to the following Section 13 of this Prospectus for further details and instructions

THE OFFER

Under the Offer, Applicants may apply for Shares pursuant to this Prospectus. Applications for Shares under the Offer can only be made on the Application Form contained at the back of the Prospectus.

The Application Form should be completed in accordance with the instructions set out on the back of the form.

Applications under the Offer must be for a minimum of 10,000 Shares ($2,000) and then in increments of 1,000 Shares ($200). No brokerage, stamp duty or other costs are payable by applicants. Please see below for payment and lodgment details.

PAYMENT AND LODGEMENT DETAILS

All Application Forms must be completed in accordance with the instructions accompanying the Application Form and must be accompanied by a cheque in Australian dollars for the full amount of the application being 20 cents per Share. Cheques must be made payable to “Victory West Moly Limited” and should be crossed “Not Negotiable”. All Applications Monies will be paid into a trust account.

Completed Application Forms and cheques must be received by the Company before 5.00pm WDST on the Closing Date.

Applicants are urged to lodge their application forms as soon as possible, as the offer may close early without notice.

Delivered To:	Mailed To:
Victory West Moly Limited	Victory West Moly Limited
311 Hay Street	PO Box 8282
Subiaco WA 6008	Subiaco East WA 6008
Australia	Australia

An original, completed and lodged Application Form for Shares together with a cheque for the Application Monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors‟ decision as to whether to

treat such an application as valid and how to construe amend or complete the Application Form is final however, an applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application Monies.

MINIMUM SUBSCRIPTION

The minimum subscription for this Prospectus is $100,000. No Shares will be allotted or issued until the Offer has reached its minimum subscription. If the subscription of the Offer has not been achieved within three (3) months after the date of this Prospectus, all Application Monies will be refunded without interest in accordance with the Corporations Act.

The minimum subscription has been determined in consultation with the ASX regarding the company‟s re-compliance requirements with Chapters 1 & 2 of the ASX Listing Rules.

ARRANGEMENT WITH UNDERWRITER

The Offer is not underwritten.

PURPOSE OF THE OFFER

The principal purpose of the Offer is:

To facilitate the listing of the Company‟s Shares on ASX
To advance the development of the Project
To provide funds for project generation and the assessment of further potential acquisitions.

PROPOSED APPLICATION OF FUNDS RAISED

Victory West Moly Limited plans to raise $1,400,000. The Company intends to apply the funds raised from the Offer over the next two years as follows:

Proposed Application Of Funds Raised

	Full Subscription $ Minimum Subscription $


Expenses of the Offer	80,000 57,000

Administration and project costs and additional workingcapital
	1,320,000 43,000

	$1,400,000 $100,000
Funds Raised by the Prospectus


* Additional expenses of the Offer have been paid from the existing funds of the Company (refer Section 8.10)

The Directors are satisfied that upon completion of the Offer, the Company will have sufficient capital to meet its stated objectives.

The use of further equity funding or share placements will be considered by the Directors where it is appropriate to accelerate a specific project.

It is also possible that future acquisitions that may be contemplated may exceed the current or projected financial resources of the Company and it is expected that these acquisitions would be funded by project finance and/or equity issues (subject to shareholder approvals).

CAPITAL STRUCTURE

Set out in the table below is a summary of the capital structure of the Company before and after completion of the Offer.

CAPITAL STRUCTURE

	Full Subscription	Full Subscription	Minimum Subscription	Minimum Subscription
	Number of Shares	%	Number of Shares	%
Shares on issue at the date of this Prospectus*	77,313,767	92	77,313,767	99
Shares now offered under thisProspectus	7,000,000	8	500,000	1
Total Shares on issue at the completion of the Offer	84,313,767	100	77,813,767	100
*Directors are under the opinion that a substantial portion of the		Shares on issue at the date of this
Prospectus will be under escrow. A total of 25,000,000 Shares have been issued to Vendors
pursuant to the agreement to acquire 75% of Victory West Pty Ltd. Directors‟ interests are shown at
Section 8.7 of this Prospectus.

Options on Issue

In addition to the above Shares, the Company has the following Options on issue:

11,705,586 Options exercisable at $0.20 prior to May 2009
25,000,000 Vendor Options exercisable at $0.20 prior to December 2011

In addition to the above, shareholders have approved the allotment of 45,000,000 New Options exercisable at $0.20 prior to February 2012 at the latest. These options are yet to be allotted.

ALLOCATION AND ALLOTMENT OF SHARES

The Directors reserve the right to reject any application or to allot a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no allotment is made, the surplus Application Monies will be promptly refunded without interest.

Subject to ASX granting approval for the Company‟s re-admittance to the Official List and quotation of the Shares, the allotment of Shares will occur as soon as practicable after the Offer closes. All Shares issued pursuant to the Offer will rank pari passu in all respects with the Existing Shares of the Company. Statements of shareholding will be dispatched as required by ASX. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares.

Applicants who sell the Shares before they receive their statement of shareholding will do so at their own risk.

APPLICATION MONIES TO BE HELD IN TRUST

The Application Monies for Shares to be issued pursuant to the Offer will be held in a separate bank account on behalf of Applicants until the Shares are allotted. If the minimum subscription of the Offer is not fully subscribed within a period of three (3) months from the date of this Prospectus, the Application Monies will be refunded in full without interest, and no Shares will be allotted pursuant to this Prospectus. All interest earned on Application Monies (including those which do not result in allotment of Shares) will be retained by the Company.

ASX LISTING

The Company will apply to ASX no later than seven (7) days from the date of this Prospectus for ASX to:

Re-admit the Company to the Official List
Grant official quotation to the Shares issued pursuant to this Prospectus.

It the Shares are not admitted to quotation within three (3) months after the date of this Prospectus, no Shares will be issued. Application Monies will be refunded in full without interest in accordance with the Corporations Act.

Neither ASX nor ASIC take responsibility for the contents of this Prospectus. The fact that ASX may grant official quotation to the Shares issued pursuant to this Prospectus is not to be taken in any way as an indication by ASX as to the merits of the Company or the Shares.

RESTRICTED SECURITIES

Pursuant to the ASX Listing Rules, securities issued to promoters, seed capitalists and vendors of classified assets may have escrow restrictions placed on them. Such securities may be required to be held in escrow for up to either 12 or 24 months and may not be transferred, assigned or otherwise disposed of during that period. A total of 25,000,000 Shares on issue as at the date of this Prospectus are subject to the restricted securities provisions as follows:

19,875,000 Shares are escrowed for a period of 12 months from their respective issue dates
5,125,000 Shares are escrowed for a period of 24 months from the date of re-quotation of the Company‟s Shares

Escrow Agreements in relation to the above Shares have been entered into in accordance with ASX Listing Rules. ASX may determine further escrow restrictions once Victory West Moly Limited lodges its application for quotation of the Shares.

CHESS AND ISSUER SPONSORSHIP

The Company will apply to CHESS. The Company will operate an electronic CHESS sub-register and an electronic issue sponsored sub-register. These two sub-registers will make up the Company‟s register of Shares. The Company will not issue certificates to Shareholders. Rather, holding statements (similar to bank statements) will be dispatched to Shareholders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company‟s Share Registry (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register). The statements will set out the number of Shares allotted under the Prospectus and provide details of a shareholder‟s Holder Identification Number (for Shareholders who elect to hold Shares on the CHESS sub register) or Shareholder Reference Number (for shareholders who elect to hold their shares on the issue sponsored sub-register) Updated holding statements will also be sent to each shareholder following the month in which the balance of their shareholding changes, and also as required by the ASX Listing Rules or the Corporations Act.

RISKS

As with any share investment, there are risks associated with investing in Victory West Moly Limited. The principal risks that could affect the financial and market performance of the Company are detailed in Section 9 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in Victory West Moly Limited,

applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

OVERSEAS INVESTORS

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit a public offering of Shares in any jurisdiction outside Australia. It is the responsibility of non- Australian resident investors to obtain all necessary approvals for the issue to them of Shares offered pursuant to this Prospectus.

PRIVACY DISCLOSURE

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for Shares, to provide facilities and services to shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company‟s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Shares will not be processed. In accordance with privacy laws, information collected in relation to specific shareholders can be obtained by that shareholder through contacting the Company or the Share Registry.

EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of 7 days from the date of lodgment with ASIC. The exposure period may be extended by ASIC by a further period of up to 7 days.

The purpose of the exposure period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus. If deficiencies are detected, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. During the exposure period, the Prospectus may be viewed online at the Company‟s website or a hard copy of the Prospectus will be made available upon request to the Company. Applications received during the exposure period will not be processed until after expiration of the exposure period. No preference will be conferred on applications received during the exposure period and all such applications will be treated as if they were simultaneously received on tile Opening Date.

ELECTRONIC PROPECTUS

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company‟s website, www.victorywestmoly.com.au. There is no facility for online applications. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

ENQUIRIES

This document is important and should he read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional advisor without delay.

Questions relating to the Offer and relating to the completion of the Application Forms can be directed to the Company on (+618) 9381 5819.

2 DIRECTOR AND ADVISOR PROFILES

The Directors of the Company collectively have significant experience in the resources and corporate sectors. Brief summaries of the Directors and Advisors profiles are set out below

Mr. Steven Pynt LLB MBA Chairman and Non-Executive Chairman

Appointed 2 February 1995

After completing his law degree in 1980, Mr. Pynt worked with a law firm for two and a half years before joining a major accounting firm where he worked as a tax consultant. Subsequently, he established his own legal firm that later merged with a medium size Perth firm. Mr. Pynt is a director of McDonald Pynt Lawyers, practicing primarily in commercial law.

Currently Mr. Pynt is a director of Victory West Moly Limited for the last 2.5 years, a director of Gondwana Resources Ltd since the year 2000, non executive chairman of Richfield International Limited since 2006 and director of Global Health Ltd (formerly Working Systems Solutions Ltd) since the year 2000 and chairman for the past 3 years. All of these companies are listed on the ASX.

Mr. Michael Scivolo Non-Executive Director

Appointed 5 February 2007

Mr. Scivolo completed a Bachelor of Commerce degree in 1971 and worked with various accounting firms as a tax consultant gaining CPA status in 1972. He became a partner in a medium size Perth practice in 1977 and has extensive experience in accounting and taxation work with corporate and non-corporate entities.

Mr. Scivolo is also a director of Sabre Resources Ltd from 3 October 2006 and was a director of Tiger Resources Ltd from 14 April 1998 to 21 December 2006; both companies are listed on the ASX.

Mr. Wayne Knight Non-Executive Director

Appointed 3 December 2007

Mr. Knight has worked in the financial services industry since 1989 and has a Diploma in Financial Planning 1, 2, 3, 4. He is an Authorised Representative of Financial Services Partners and offers services in the areas of personal superannuation planning, managed investments, risk management, rollover and redundancy planning, wealth creation and insurances.

Mr. Luke Martino Company Secretary

Appointed 30 November 2007

Mr. Martino is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Institute of Company Directors.

His area of expertise includes corporate finance and business growth consulting advice to the mining and resources sector and a wide range of other industries.

Laurie Whitehouse Geologist Consultant/Technical Advisory B.Sc (University of Adelaide, 1970), M.Aus.IMM

Laurie Whitehouse is an exploration geologist with over 35 years experience in the mining industry working for large multinational and junior mining companies. Having worked in Indonesia for more than 30 years, he has developed an excellent working relationship with Indonesian Government instrumentalities and a first rate knowledge of the geology and mineral resources of that country. He has previously served on the boards of TSX listed Scorpion Minerals Inc (1995-1998) and ASXlisted Prosperity Resources Limited (2006-2007).

3 COMPANY AND PROJECT OVERVIEW

The information provided in this section is summary form only. Investors should read the remainder of this Prospectus which contains more detailed information before making a decision to apply for Shares. Investors should also read all of the Company‟s public announcements regarding recent results and developments in relation to the Company and its projects.

3.1 BACKGROUND

The Company was incorporated on 2 August 1985. The Company (formerly Framont Holdings Limited, Oka Motor Company Limited, Worldwide Technology Group Limited and Richfield Group Limited) was listed on the ASX on 7 December 1994 for the purpose to manufacture and sell the Oka Motor Vehicle. In 2000 the Company disposed of its Oka Motor Vehicle business assets and pursued the importation and distribution of LCD desktops, memory modules and other peripherals. These operations have ceased.

In December 2007, the Company entered into a Heads of Agreement with certain shareholders of Victory West Pty Ltd (“Vendors”, “Victory West”) to acquire 75% of the issued capital of Victory West. In consideration for the acquisition of the 75% interest in Victory West, the Company issued to the Vendors a total of 25 million Consideration Shares (post consolidation) at an issue price of $0.20 per share and 25 million unlisted Consideration Options post consolidation. Furthermore, the Company has the first right of refusal on agreed terms to acquire the remaining 25% of Victory West Pty Ltd.

At the Company‟s Annual General Meeting convened on 26 November 2008 shareholders approved this transaction.

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 identified the Malala Molybdenum Project as a significant world class resource and was subsequently successful in securing title to the project in late 2007.

3.2 MALALA MOLYBDENUM PROJECT REVIEW

3.2.1 Overview of project

Victory West holds the rights to explore 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 acquisition and analysis of imagery data.

Sulawesi is one of the four largest islands of Indonesia and is situated between Borneo and the Maluku Islands. In 2000, the population of Sulawesi was 14,946,488 which represents about 7.25% of Indonesia‟s total population at that time.

The Malala Molybdenum Project is located in the “neck” of Sulawesi that links the north “arm” and “trunk” of this tetrapod-shaped island. Toli Toli is accessible by sea and air from Indonesia‟s capital city, Jakarta.

3.2.2 History of the Malala Molybdenum Project

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 DDH M12. 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). The evaluation used the block method for calculating resources between eight vertical sections varying from 75 to 175 metres apart and is summarised in the Table below.

Block Summary of Resources at Malala Deposit (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

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.

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.

3.2.3 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 reinterpretation of the structures controlling the molybdenum mineralisation at Malala. Trenching in the area of drill hole DDH M33, for instance, has indicated the probability that 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 identification of resources by re-orientation of future drill holes and by using the XRF method for molybdenum assays.

At the start of January 2009, the drilling progress for the Phase 1 drilling program was as follows:

Drill Hole	Date Commenced	Date Finished	Total Depth (m) /
			(Progressive depth to
			06/01/09)
M37	04 August2008	09 September 2008	404.85
M38	12September 2008	01 November 2008	451.75
M39	23 September 2008	15 November 2008	172.50
M40	05 November 2008	20 November 2008	226.95
M41	17 November 2008	11 December 2008	170.50
M42	22 November 2008	08 December 2008 (Abandoned)	60.35
M43	14 December 2008	26 December 2008	138.10
M44	27 December 2008	8 January2009	190.90
TOTAL			1,815.90 m

Drilling Statistics – August to January 2009

The results obtained by the company to date, notwithstanding the fact that many assays are outstanding, have confirmed the Directors views on the quantum of the widths and grade of molybdenum mineralisation.

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

3.2.4 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 7 January 2009.

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, Al Maynard and 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 Al Maynard and 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 included in this report 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.
a) 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.
b) 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.
c) 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.
d) 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.
e) 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 the Company. 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.

Whilst the Company commonly refers to the mineralisation as “Target Mineralisation” and not Resources or Reserves under the JORC Code, the following points are covered so as to provide as much relevant information as possible to comply with reporting requirements.

SAMPLING TECHNIQUES AND DATA (as specifically related to the Malala deposit at Anomaly B)

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 centered 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.

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

(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 program. 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 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. The Table below 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.

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:

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
% 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 meterage 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:

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 NESE 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.

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:
a) A work program and budget for the ongoing exploration and resource delineation drilling has been prepared for consideration by the board of Directors.
b) Subject to board approval and financing, the company intends to implement this program as soon as possible.
c) 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 Company.
d) Follow-up exploration on these results would include trenching across delineated anomalies and ground magnetic and IP surveys to identify new drill targets.
e) 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.
f) An estimated exploration budget breakdown is given in the table overleaf.

==> picture [485 x 526] intentionally omitted <==

The information in the report to which this statement is attached that relates to Exploration, Mineral Resources or Ore Reserves is based on information compiled by Mr. Laurie E. Whitehouse, Consulting Geologist, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr. Whitehouse has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (―The JORC Code‖). Mr. Whitehouse consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Mr. Whitehouse has reviewed the Reports to which this Consent Statement applies and accept responsibility for the accuracy of the information disclosed in Items 1 to 9 in this Section 3.2.4.

4 GEOLOGIST’S REPORT

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 or reserves. Due to a lack of original digital data, Al Maynard and Associates is unable to fully determine the consistency of the estimates with the December 2004 JORC Code guidelines. Whilst Al Maynard and Associates considers that the estimates of previous mineralization generated for the Malala Deposit provide a reasonable reflection of the quantum and grade of mineralization, there is no guarantee the re-classification will occur in the short term or at all.

Please refer to the Independent Geologist‟s Report by Al Maynard and Associates for further information.

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

==> picture [464 x 317] intentionally omitted <==

INDEPENDENT GEOLOGICAL REPORT

Prepared by:

G.B. WHITFIELD, MSC, FAUSIMM, CD

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

7[th] January 2009

Preamble	28
Summary	31
Location & Access	32
Physiography & Climate	34
Tenure	36
Previous Exploration	38
Reporting of Exploration Results	44
Geology	46
Discussion	54
Exploration Potential	68
Proposed Exploration & Budget	71
Selected Bibliography	72
Glossary of Terms	73

LIST OF TABLES

Table 1: List of KPs Table 2: Organisation Chart Relating the KPs Table 3: Comparison of Assay Results from DDH M-24 (ppm Mo Table 4: Summary of Tenement Details Table 3: Significant Drilling Results from Rio Tinto‟s 1977-78 Campaign Table 6: Significant Drilling Results from Santos‟ 1981 Campaign Table 7: AAS vs. XRF Comparison for Mo Assays ( ppm) from DDHM 24 Table 8: Block Summary of Historical Resources at Malala Deposit Table 9: Drilling Statistics – August - November 2008 Table 10: Analytical Results from Rio Tinto (1978) Holes M11,12,13 Table 11: Assay Intercepts for Drillhole M37 Table 12: Higher Grade Assay Intercepts for Drillhole M37 Table 13: Proposed two year Exploration Budget breakdown

LIST OF PLATES

Plate 1: MV Dobonsolo Plate 2: Malala Deposit (Anomaly B) (in foreground with Malala Bay in background)

Plate 3: Topography of Malala Deposit showing some drill hole locations. Plate 4: Topography of Anomaly C (2,000masl) Plate 5: Drilling on the Malala Molybdenum Deposit in 1981 Plate 6: Molybdenum Prices: 1979-2007 Plate 7: 241m : Assay interval 241-242m : 0.42% Mo (0.70% MoS2) Plate 8: 268-275 : Assay interval 274-275m 0.367% Mo (0.61% MoS2) Plate 9: 290m Assay interval 290-291m Plate 10: Aerial view of the main NW trending mineralised zone Plate 11: Google image of Anomalies A,B & K Plate 12: Google image of Anomaly C area Plate 13: Google image of Anomaly K area

TABLE OF FIGURES

Figure 1: Locations of five mining rights in the Malala Project Figure 2: Location of the Mining Right in the Malala Project. Figure 3: Transportation Routes Figure 4: Location Plan: Palu – Toli-Toli Figure 5: Locations of five mining rights in the Malala Project Figure 6: Location of one mining right in the Malala Project Figure 7: Location Plan of Contracts of Work on north part of Sulawesi Figure 8: Tectonics of Indonesia Figure 9: Regional Geology of Indonesia Figure 10: Regional Geology of Sulawesi Figure 11: Regional Geology of Malala Project Area Figure 12: Geology of Malala Molybdenum Deposit.50 Figure 13: Molybdenum Geochemistry over the Malala Deposit. Figure 14: Paragenetic Sequence of Minerals in Veins. Figure 15: Cupola Model – Cross-Section. Figure 16: Cupola Model relative to Molybdenum Geochemistry Figure 17: Location Plan of drill holes M37 and M38. Figure 18: Histogram of Assays for Drillhole M12. Figure 19: Cross Sections through Drill Holes M37 and M38 Figure 20: Assay intervals through drillholes M37 and M38 Figure 21: Cross Section through the two proposed holes Figure 22: Location Plan of the first 4 holes using the man portable rig Figure 23: Untested Blocks

AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

www.geological.com.au (ABN 75 120 492 435)

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

7[th] January, 2009

Dear Sirs,

INDEPENDENT REPORT ON MINERAL ASSETS

PREAMBLE

Al Maynard and Associates (“AM&A”) was engaged by Richfield Group (“Richfield”) (now renamed as Victory West Moly Limited) to prepare an Independent Geological Report of the mineral assets for a prospectus to be issued to raise up to A$1.4 million through the issue of 7.0 million shares at $0.20 each. This is for the acquisition of the Malala Molybdenum Project, Sulawesi, Indonesia by Richfield pursuant to the various agreements outlined elsewhere in this prospectus. 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 lodged with ASIC on or about the 23[rd] of January, 2009.

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.

==> picture [338 x 193] intentionally omitted <==

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

==> picture [338 x 194] intentionally omitted <==

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 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, FAusIMM 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.

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 re-classification, in whole or in part, will occur in the short term or at all. No more-recent estimates are available. Please refer to the Independent Geologist's Report below for further information.

Yours faithfully.

==> picture [132 x 75] intentionally omitted <==

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

SUMMARY

The Richfield Group (“ASX-RCH”) holds the mining rights to the “Malala Molybdenum Project” comprising six areas or Kuasa Pertambangan (KPs) in the Toli-Toli 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.

The Malala Project Area encompasses deep-seated metamorphic rocks, Palaeogene 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 mineralisation 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 15ppm 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 557km[2] (Main Block) and 85.6km[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.

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.

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 reinterpretation of the structures controlling the molybdenum mineralisation at Malala. Trenching in the area of drill hole DDHM 33, for instance, has exposed that in all probability the mineralisation is steeply dipping to the west. Hence, all previous drilling has been down dip in this area and many drill metres wasted.

A number of drill holes have ended 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 mineralised zone.

These drilling deficiencies strongly indicate that the Malala deposit still requires an extensive diamond drilling exploration campaign. Good potential exists for a major upgrade in historical resources in both tonnage and grade by re-orientation of future drill holes and by using the XRF method for molybdenum assays. This is anticipated to enable JORC Code Mineral Resource Estimates to be made.

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.

Phase 1 drilling at the project area by the Company commenced during August, 2008. The information up to 30[th] November, 2008 is that 4 diamond drill holes (M37-M40) have been completed for a total depth of 1,256 metres and hole M41 has 136m completed out of planned depth of 250m and M42 has reached 60m out of the planned 400m. Further details of the recent holes are described below in Section 7.5.

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).

==> picture [416 x 238] intentionally omitted <==

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 737-200 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 Air operates an irregular Twin Otter/Casa 212 service to the small town of ToliToli. 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.

==> picture [288 x 251] intentionally omitted <==

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

(b) Sea Transportation

Pelni operates an inter-island ferry (MV Dobonsolo – Plate 1) which services Toli-Toli 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.

==> picture [344 x 168] intentionally omitted <==

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.

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.

==> picture [360 x 276] intentionally omitted <==

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

==> picture [459 x 661] intentionally omitted <==

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

==> picture [417 x 321] intentionally omitted <==

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

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
PTSembilanSumber 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 (Table2).

==> picture [360 x 270] intentionally omitted <==

Table 2: Organisation Chart Relating the KPs.

==> picture [432 x 247] intentionally omitted <==

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

==> picture [432 x 247] intentionally omitted <==

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

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 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 mineralisation 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 mineralisation 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, 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 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.

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.

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.

==> picture [348 x 199] intentionally omitted <==

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

==> picture [351 x 432] intentionally omitted <==

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

==> picture [330 x 194] intentionally omitted <==

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, totalling 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.

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 centred 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.

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

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 relogging, petrological and mineragraphic studies and check assaying of quarter core.

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.

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

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

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 metres 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.

(a) vertical holes (DDHs 2, 4, 6, 7, 18, and 20)

(b) holes with azimuths parallel or sub-parallel to 330-340[0] (DDHs M-1, 5, 8, 9, 10, 14, 17,
19)
(c) other holes with dips of 70[0] or more (DDHs M-22, bottom half of M-29)
(d) holes that failed to reach target (DDHs M-25, 27, 28, 32)
(e) holes drilled outside main zone of interest (DDHs M-21, 23, 31)

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

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 “KPs” ) in the Toli-Toli Regency on the island of Sulawesi in Indonesia (Figure 1) totalling 28,747 hectares (287.47 km[2] ) in area (“Toli-Toli Molybdenum Project”). The KPs are shown in the following Table 4 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
PTSembilanSumber 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 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 4: Summary of Tenement Details.

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.

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 Modelling 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 modelling 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.

GEOLOGY

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 south-eastern 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.

==> picture [378 x 247] intentionally omitted <==

Figure 8: Tectonics of Indonesia.

==> picture [406 x 250] intentionally omitted <==

Figure 9: Regional Geology of Indonesia.

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-Palaeogene, Central Sulawesi Metamorphic Belt
(iv) Cretaceous, Eastern Sulawesi Ophiolite Belt
(v) Palaeozoic, 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.

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 volcano-sedimentary 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.

==> picture [353 x 568] intentionally omitted <==

Figure 10: Regional Geology of Sulawesi.

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.

==> picture [261 x 413] intentionally omitted <==

Figure 11: Regional Geology of Malala Project Area.

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 southeasterly 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.

==> picture [322 x 389] intentionally omitted <==

Figure 12: Geology of Malala Molybdenum Deposit.

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 are 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 2cm across and quartz phenocrysts with diameters up to 8mm 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 sharpedged intersecting quartz veins surrounding angular non-rotated fragments of altered quartz monzonite porphyry. SAFI 1 is a term 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.

Alteration

At the Malala molybdenum deposit there is 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. Potassiumrich feldspar is less common and is found as veins generally less than 1cm 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 DDHM22 and M36, 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.

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 near-surface distribution of molybdenum in rock. In general, the mineralisation forms a zone of molybdenite, up to 50m thick, located at the intrusive contact. Some 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 mineralised zone located in a steeply dipping, fault-controlled setting.

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

==> picture [339 x 248] intentionally omitted <==

Figure 13: Molybdenum Geochemistry over the Malala Deposit.

To date, four main stages of molybdenum mineralisation 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 mineralisation

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.

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

==> picture [379 x 349] intentionally omitted <==

Figure 14: Paragenetic Sequence of Minerals in Veins.

DISCUSSION

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 5.

The 1976 soil and stream geochemical survey located surface zones of molybdenite mineralisation. Within a 5km[2] area five mineralised exposures were discovered 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 mineralisation 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 monzonite porphyry (“QMP”) down to a depth of at least 200m. The mineralised zone appears to represent a "halo" of molybdenitebearing 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.	Azi.	Dip	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 5: Significant Drilling Results from Rio Tinto’s 1977-78 Campaign*

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 6.

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 DDHM20, M6, M19, M1, M12 and M14. 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 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 DDHM11, M12 and M13. It was decided that a series of holes be drilled at 200m intervals from S. Takudan to DDHM19. 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.

==> picture [391 x 247] intentionally omitted <==

Figure 15: Cupola Model – Cross-Section.

==> picture [396 x 263] intentionally omitted <==

Figure 16: Cupola Model relative to Molybdenum Geochemistry.

Hole No.	Azi.	Dip	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
					And 243-354	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 6: Significant Drilling Results from Santos’ 1981 Campaign.

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 analysed 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 7. The XRF samples show an average increase of 12%.

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.

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
Sample No	Depth (m)	RTI (AAS)	Amdel (AAS)	Amdel (XRF)	% Increase (Note 3)

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

==> picture [296 x 152] intentionally omitted <==

----- Start of picture text -----

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 11
A1-A2
Average 13
B-C
----- End of picture text -----

Table 7: 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

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 down-graded 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.

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 8

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 8: Block Summary of Historical Resources at Malala Deposit.

Recent Core Drilling by Richfield at the Malala Deposit

The following is an update (as at 30 November 2008) on the Phase 1 drilling program currently being carried out by the Richfield Group as discussed in Section 9 of the earlier report. Table 9 shows the drilling progress for the Phase 1 drilling program to the end of November 2008.

Drill Hole	Date Commenced	Date Finished	Total Depth (m) / (Progressive depth to 30/11/08)
M37	04 August 2008	09 September 2008	404.85
M38	12 September 2008	01 November 2008	451.75
M39	23 September 2008	15 November 2008	172.50
M40	05 November 2008	20 November 2008	226.95
M41	17 November 2008	In Progress (Planned Depth 250m)	136.20
M42	22 November 2008	In Progress (Planned Depth 400m)	60.35
		Total:	1,452.60

Table 9: Drilling Statistics – August - November 2008.

(a) Drill Hole M37

The first hole of the current Richfield Phase 1 drilling program, drillhole M37 (see Figure 1) was collared at location “A”, approx. 5 metres from the collar of M11, 12, 13.

==> picture [415 x 237] intentionally omitted <==

Figure 17: Location Plan of drill holes M37 and M38.

This hole was designed to replicate the results of Rio Tinto (1978) drill holes 11, 12 and 13 which returned the following results –(Table 10):

Hole No.	Azi.	Dip.	RL (m)	TD (m)	Intercept (m)	Width (m)	MoS 2 %

M11	004~~0~~	-45~~0~~	681	134	39- 126	87	0.29

M12	064~~0~~	-55~~0~~	681	317	45- 279	234	0.28

M13	105~~0~~	-60~~0~~	681	163	72 -96	24	0.17
					114 - 144	30	0.24

Table 10: Analytical Results from Rio Tinto (1978) Holes M11,12,13.

This hole was also designed to see if the weakly mineralised Tinombo Formation rock type that it ended in (from 279-317m) was an isolated raft or whether there was additional mineralised QMP intrusive further to the northeast.

The drilling not only strongly suggested that the latter was the case, but also that it is quite probable that the strong molybdenum anomaly to be tested by drillhole F represents a separate sheeted veined system lying along the NW-SE structural trend.

If this is shown to be true, then the total width of the mineralised system would at least double.

It had been proposed to continue drillhole M37 past its planned depth of 400 metres for as long as strongly mineralised QMP intrusive rocks were encountered in drilling. Unfortunately, drillhole M37 was abandoned at a depth of 404.85 metres on 9 September, 2008 due to drilling problems.

Visual observations by on-site geologists of drill core have confirmed that the deposit is a sheeted vein system. The assay results have confirmed the continuance of the mineralised sheeted vein system to a down-hole depth of 250 metres.

The combined intercept for the first 250 metres of hole M37 is as follows:

From 5 to 250 metres: 245 metres @ 0.20 % MoS2 (0.12% Mo) and 0.26% Re (rhenium) including the following intercepts shown on Table 11 below:

From (m)	To (m)	Interval (m)	MoS2 (%)	Mo (%)	Re (ppm)
5	250	245	0.20	0.12	0.26
Includes:
8	9	1	0.22	0.13	0.31
12	14	2	1.59	0.96	2.09
39	50	11	0.20	0.12	0.26
59	89	30	0.31	0.19	0.52
96	102	6	0.30	0.18	0.58
104	105	1	0.68	0.41	0.83
110	121	11	0.28	0.17	0.40
128	142	14	0.39	0.24	0.34
147	148	1	0.34	0.20	0.81
161	167	6	0.22	0.13	0.17
184	191	7	0.62	0.37	0.75
195	197	2	0.22	0.13	0.20
210	217	7	0.19	0.11	0.21
231	242	11	0.34	0.21	0.67

TOTAL:		110	0.35	0.21	0.48

Table 11: Assay Intercepts for Drillhole M37.

Based on an arbitrary 1,000ppm Mo assay cut-off, the mineralised sheeted vein intervals above have a total combined down-hole width and assay of 110 metres at 0.35% MoS2 (0.21% Mo) and 0.48 ppm Re.

From 246 – 333 metres downhole depth, hole M37 intersected phyllite wallrock and the relative impermeability of this rock type in comparison to the upper clay-sericite-carbonate intrusive has resulted in a lower, sub-economic grade of molybdenum mineralisation being encountered in this interval.

Final assays show an average intercept for the interval 250-357 metres of 107 metres at 0.04% MoS2 (0.022% Mo), 0.02% Re. What is significant, however, is the fact that structurally controlled molybdenum mineralisation is showing continuity through the phyllite wallrock, thus increasing the potential width of the main NW trending structurally -controlled mineralised zone.

From 357 metres until the end of the hole, drillhole M37 penetrated a major fault zone in which all mineralisation has been leached out. This is reflected in the assays which show Mo contents of less than 10ppm in this zone.

The rhenium (Re) assays show that there is a direct correlation between the higher grade molybdenum assays and the higher grade rhenium assays. The average rhenium assay is 0.26 ppm (g/t) over the first 250 metres of this hole.

With a current spot price of US$10,000/kg ($10/gm or US$2.60 for 0.26ppm), these assays show that the economics of a possible future mining operation would be significantly enhanced by the sale proceeds of a rhenium by-product contained within the molybdenum concentrates. The highest rhenium assay returned was 3.08 ppm from a one metre interval assaying 1.07% Mo.

It was hoped that drillhole M37 would replicate the results of Rio Tinto drillhole M12 (234m at 0.28% MoS2 from 45-279m) but whilst the width of mineralisation was similar (245 metres), the grade was significantly lower (0.20% MoS2). In hindsight and with reference to Figure 2 below, the assay

interval in drillhole M12 was heavily influenced by the one sample interval (3m) assaying 3.2% MoS2. If this interval were to be cut to 1%, the assay results of the two holes (M12 and M37) would be similar.

==> picture [316 x 383] intentionally omitted <==

Figure 18: Histogram of Assays for Drillhole M12.

(b) Drill Hole M38

This hole had the twin objective of defining the western contact of the main mineralised zone [objective 1] and to test for the continuity of molybdenum mineralisation intersected in the upper part of drillhole M37 down to a vertical depth of at least 325 metres below surface [objective 2] (see Figure 3).

Drillhole M38 commenced on 12 September 2008 and drilling was plagued by continual mechanical breakdowns and the hard rock formation encountered (silica altered fractured intrusive or “SAFI”).

The hole drilled out of the thick zone of SAFI at approximately 225 metres and has continued to intersect an alternating sequence of silicified and potassic altered quartz monzonite, narrow zones of high grade molybdenite veining at high angles to core axis and clay-carbonate altered quartz monzonite with weak stockwork molybdenite mineralisation.

==> picture [338 x 257] intentionally omitted <==

Figure 19: Cross Sections through Drill Holes M37 and M38.

Final assay results for drillhole M38 have confirmed the continuity of the mineralised system down to a vertical depth of 300 metres from surface as shown on Figure 4.

==> picture [348 x 341] intentionally omitted <==

Figure 20: Assay intervals through drillholes M37 and M38.

This hole also confirmed a steep (85[0] ) westerly dip of the structurally controlled mineralisation. The visual apparently high grade intervals (estimated in the percentage range) were disappointingly lower than expected and only averaged in the 0.4% Mo (0.67% MoS2) range as follows (reference to the pictures shown in the ASX release dated 14 October 2008) :

==> picture [304 x 227] intentionally omitted <==

Plate 7: 241m : Assay interval 241-242m : 0.42% Mo (0.70% MoS2)

==> picture [304 x 228] intentionally omitted <==

Plate 8: 268-275 : Assay interval 274-275m 0.367% Mo (0.61% MoS2)

==> picture [304 x 228] intentionally omitted <==

Plate 9: 290m Assay interval 290-291m – 0.20% Mo (0.33% MoS2) and 291-292m 0.44% Mo (0.73% MoS2)

Closer examination of the core now that it has dried out showed that much of the dark grey material thought to have been mostly molybdenite was in fact a combination of fault gouge, smeared out molybdenite, crushed fine pyrite, and a dark grey-black copper mineral (tetrahedrite?) (as evidenced by copper assays up to 0.48%) which makes visual estimation of grade from wet drill core quite misleading.

Overall, the results are still very positive as shown by the following intercepts in Table 12.

From (m)	To (m)	Interval (m)	Mo (%)	MoS2 (%)
239	243	4	0.17	0.28
270	340	70	0.086	0.14
Including:
270	275	5	0.18	0.29
286	292	6	0.18	0.31
299	321	22	0.10	0.16
326	340	14	0.12	0.19

Table 12: Higher Grade Assay Intercepts for Drillhole M37.

Visual inspection and estimates of molybdenite mineralisation from the following intercepts:

358-366m (8m); 381 – 406m (25m); 416-438m (22m); 444-451.75m (EOH) (8m) suggested similar assay results but unfortunately that was not the case, based on the assay results received. Most of what was initially identified as molybdenite is another unknown mineral (graphite?). Petrographic and XRD studies will be carried out during December to determine what this mineral is and whether it has any commercial value or not.

(d) Drill Holes M40, M42

Two holes were planned to be drilled at Site “B” (see Figure 1).

The first hole, which has been completed as drill hole M40 to a total depth of 226.95 metres was designed to test the western contact of the main NW trending mineralised zone and was until the

SAFI zone was reached. This hole penetrated clay-sericite-carbonate altered quartz monzonite porphyry with intervals of potassic (secondary biotite) alteration for most of its length. Assay results received to date down to a depth of 45.10 metres have confirmed visual observations of only weak molybdenite mineralisation in this hole.

The second hole, currently being drilled as M42 is designed to test the mineralised zone previously tested by drill holes M30, M14 and M16 (see Figure 5), to get a better indication of the average grade of mineralisation along this section. Samples have yet to be submitted from this hole for assay.

==> picture [301 x 301] intentionally omitted <==

Figure 21: Cross Section through the two proposed holes at Drill Pad “B”

It is Richfield‟s intent to mobilize two new man portable rigs arrive from another drilling contractor in January 2008. One of these rigs will be used to drill a fence of holes along a cross-line situated 200 metres NW from the drill holes M37 and M38. This fence of holes will cross drill pads “D” and “E” on Figure 1 and are designed to test the width and grade of the main mineralised zone 200 metres NW of drill holes M37 and M38. Following the completion of these holes, a JORC-compliant resource for a 400 metre long subset of the NW trending mineralised zone can be estimated as per the first objective of the Phase 1 drilling program. The second rig is proposed to be used to drill exploration holes elsewhere within the Malala deposit to highlight its potential to contain a far greater resource than that currently known.

(e) Drill Holes M39, M41

A smaller, man portable drilling rig (IAR 500) capable of drilling to depths of 250 metres with HQ core size was mobilized from Balikpapan on 13 October 2008 and on 23 October 2008 commenced drilling the first of a series of holes at the top of the main ridge (Plate 1 and Figure 6), at an elevation of approximately 500 metres vertically above the collar of the current hole at Nancy Camp.

==> picture [352 x 302] intentionally omitted <==

Plate 10: Aerial view of the main NW trending mineralised zone (showing location of initial holes using the second man-portable rig now on site. The top of this hill at RL 1200m has been given the name “Gunung Nancy”. Gunung = Mountain).

==> picture [356 x 221] intentionally omitted <==

Figure 22: Location Plan of the first 4 holes using the man portable rig.

The objective of these first four holes is to test the large molybdenum-in soil anomaly shown on Figure 6 and to extend the strike length of the main NW trending mineralised zone by a further 350 metres to 1,350 metres.

The first hole, M39 has been completed to a total depth of 172.50 metres. Unfortunately this hole was sited to far east and by the time it had reached the base of oxidation at a depth of 102 metres, it

had passed through the eastern contact zone and well into highly pyritic Tinombo metasediments (average 5-10% pyrite and weak chalcopyrite (copper) veining.. Assay results received for the first 97 metres confirm low grade molybdenum mineralisation (average 0.035% MoS2) within the oxide zone.

The second hole, M41 is currently at 136.20 m (at 30/11/08) and drilling ahead to a planned total depth of 250 metres. The base of oxidation was reached at a depth of 74 metres and thereafter the hole has been drilling though Tinombo metasediments with abundant quartz veining parallel to foliation and visible molybdenite mineralisation (0.1-0.2% molybdenite). Samples have yet to be submitted to the laboratory for assay.

EXPLORATION POTENTIAL

General Background Summary

The widespread areal distribution (>4km[2] ) of molybdenum mineralisation and alteration demonstrates a high potential for the discovery of a major ore deposit at Malala.

The Exploration Target or Target Mineralisation here comprises a tonnage target range from 105Mt to 115Mt and a grade range from 0.11% MoS2 to 0.15% MoS2.

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 in part or at all.

Subsequent trenching to the drilling campaigns has highlighted the need for a complete reinterpretation 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.

The probability that areas of high molybdenum-in-soil geochemical anomalies, which reflect at depth the steep, westerly-dipping molybdenum mineralisation, have not been previously drilled in the correct orientation is being demonstrated by the current drilling.

This implies that the earlier drilling was poorly executed in these areas and therefore potential for mineralisation being intersected on correct orientations is good. It is believed DDM22, 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 drill-tested (Whitehouse 1982).

On review, drilling should have been on a NE azimuth with relatively shallow declinations. DDHM11, M12 & M13 (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. DDHM8, M11, M22, M30 and M32. These promising intersections need deepening so as to evaluate the true length of the mineralised zone. DDHM8 ended in mineralisation which appears to fringe an untested 130m wide zone of anomalous molybdenum geochemistry in Tinombo Formation wall rocks.

The above earlier 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.

==> picture [386 x 221] intentionally omitted <==

Figure 23: Untested Blocks.

Salient Features

Potential mineral deposits may 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)
The current drilling program by the Company confirmed the continuance of the mineralised sheeted vein system to a down-hole depth of 250 metres in hole M37 with „Moly” assay values ranging from 0.19% to 1.69% MoS2
There is significant potential for Rhenium to be a valuable by-product from possible future mining operations (subject to further drilling results)
Good potential exists for a major upgrade of the historical resources – now termed “Exploration Target”- in both tonnage and grade by re-orientation of future drill holes and by using the XRF method for molybdenum assays. This is anticipated to enable JORC Code Mineral Resource Estimates to be made subject to successful drilling and assay results. Again, the reader is cautioned that future exploration may not define any resources.

==> picture [378 x 285] intentionally omitted <==

Plate 11: Google Image of Anomalies A, B, and K.

==> picture [384 x 311] intentionally omitted <==

Plate 12: Google image of Anomaly C area.

==> picture [351 x 285] intentionally omitted <==

Plate 13: Google image of Anomaly K area.

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 should 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 13 below.

==> picture [401 x 393] intentionally omitted <==

Table 13: Proposed two year Exploration Budget breakdown.

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

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. 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 millimetres 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 gold and copper deposits. MoS2 Molybdenum disulphide. Mt Million Tonnes. NQ A commonly used drill core size with an approximate diameter of 47 millimetres 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 Reducing sample amount to a concentrate in a panning dish. Pb T he chemical symbol for lead. Pegmatite A very coarse grained igneous rock which commonly occurs in dyke-like bodies containing lithium-boronfluorine-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 Large, generally low grade molybdenum deposit, intrusive related. 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 Also known as Alkali Feldspar. A rock-forming silicate mineral KAlSi3O8 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 millimetres 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. 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 Fluorescence 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.

CHEMICAL SYMBOLS

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 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 31.1035g.

UNITS OF CONCENTRATION

ppb parts per billion ppm parts per million

5 SOLICITOR’S REPORT

Please find included in this Section of the Prospectus the Solicitor‟s Report prepared by Brigitta I. Rahayoe & Partners.

6 SUMMARY OF MATERIAL AND RELATED CONTRACTS

Set out below is a summary of the contracts to which the Company is a party that may be material or otherwise may be relevant to a potential investor in the Company.

The whole of the provisions of the Agreements are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the Agreements should inspect the same at the registered office of the Company.

6.1 SHARE ACQUISITION AGREEMENT

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 (25 million post consolidation) and 500 million unlisted Consideration Options (25 million post consolidation) 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. 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 Pty Ltd
(b) the completion of due diligence investigations into the assets in Indonesia
(c) the Vendors entering into a Restriction Agreement in relation to the abovementioned Consideration Share and Options, if required by the ASX Listing Rules for a period of 12 months or such a longer period as required by the ASX
(d) the Company obtaining all necessary shareholder and regulatory approvals for the proposed transaction
(e) 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 regulatory and shareholders‟ approvals have been obtained. As at the date of this Prospectus, all conditions have been satisfied and the Share Sale Agreement is complete.

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 five years from the date of execution.

6.2 EQUITY RAISING AND CORPORATE ADVISORY MANDATE

The Company entered into a Mandate Agreement with Transocean on or about July 2008 where by Transocean will look to provide certain Equity Capital Market advice and Corporate Advisory Services to the Company, in relation to assisting the Company during its exploration stage. Transocean will assist with investigating various capital raising options to further advance the project and also investigate the alternatives available for the longer term financing and development of the project.

111

Transocean proposes to provide the following services:-

Construction of a preliminary financial model in conjunction with the above pre-feasibility study
Manage the equity raising under this Prospectus
Research and identify potential investors, joint venture partners or other entities to assist in the capital raising or development of the Company‟s projects
Assist the Company with the formulation of a preferred strategy in relation to its further capital and/or project development requirements.

The term of this mandate is one of exclusivity and is entered into for a period of 12 months which is due to expire in July 2009. The mandate may be extended by mutual agreement between Transocean and the Company.

In consideration for the abovementioned services, Transocean is entitled to the following fees:

Advisory fee of $10,000 per month
In the event that Transocean raises equity capital for the Company, a capital raising fee will be charged as appropriate to market conditions
In the event that Transocean raises debt financing for the Company, a fee equal to 2% of the debt raised
In the event Transocean introduces a strategic party that contributes debt financing to the Company, a fee equal to 1% of the debt raised
A management fee of 1% across all debt or equity raisings
In the event that Transocean identifies and secures a party which proceeds to acquire the Company or the project (or a portion there of), enters into a Joint Venture with the Company or a transaction of a related nature, a success fee of 5% of the value attributed to the Company or Project for the purposes of the transaction.

Should this agreement be terminated, Transocean will be entitled to the abovementioned capital raising and success fees for 18 months following termination.

6.3 SUMMARY OF RELATED CONTRACTS

Set out below is a summary of the contracts to which the Company is not a direct party to the agreement however, has an interest in the same, that may be material or otherwise may be relevant to a potential investor in the Company.

6.4 COOPERATION AGREEMENTS AND PLEDGE OF SHARES AGREEMENTS

Due to Indonesian foreign ownership laws, Victory West Pty Ltd‟s 95% owned Indonesian subsidiary, PT Sulawesi Molybdenum Management has entered into Cooperation Agreements and Pledge of Shares with each of the six (6) KP holding companies under which it has exclusive rights to operate the Toli Toli project and negotiate and arrange all sales contracts for molybdenum from

112

the concession areas of the KP‟s. Please refer to Section 5 of this Prospectus for further details in relation to these agreements.

6.5 CONSULTING AGREEMENT

Transocean has entered into a Consulting Agreement with Oric Consulting Pty Ltd (“Oric”) to engage Mr. Henry Wang as a consultant to Transocean to assist and undertake in summary:

Completion of reports and undertaking of required due diligence of the Toli Toli project to assist with its tasks
Manage the process of undertaking a scoping study and leading to a pre-feasibility study regarding the Toli Toli project
The production of a timetable and critical path for the development of the project
Business discussions and negotiations with relevant Chinese parties

The term of the agreement is for six months and can be extended by mutual agreement. In consideration for these services, Oric Consulting Pty Ltd is entitled to a monthly consultancy fee of $10,000.

Although the Company is not a direct party to this agreement, it is a related party due to its agreement with Transocean.

6.6 SCOPING STUDY AND PRE-FEASIBILITY AGREEMENT

On behalf of the Company, and with its explicit consent, Oric have entered into an agreement with Beijing General Research Institute of Mining and Metallurgy (“BGRIMM”) to carry out a scoping and pre-feasibility study on its Toli Toli Molybdenum Project.

BGRIMM is China‟s biggest comprehensive research and design corporation engaged in mining, metallurgy and engineering technology.

As part of an agreement with BGRIMM, the Company has commissioned a scoping study with BGRIMM and Oric. The research program will be in three stages with the aim of outlining the path to commercially produce a marketable product of Molybdenum.

Mr. Harry Wang of Oric has been engaged as the Technical Consultant to oversee and manage the project. Mr. Wang is the President (China Business Development) of Lynas Corporation Limited and is responsible for China operations and business development, especially in Rare Metals.

Stage 1 – Scoping Study

Review and analyse the Rio Tinto and Santos technical reports
Design and appropriate product suite based on the experience of BGRIMM by process development of similar resources in China
Estimation of capital and operating costs in relation to current cost base in China
Conduct an economic evaluation and risk analysis based on long term molybdenum metal price and mining cost
Complete a fully detailed report of the above

113

Stage 2 – Mineralogical and Beneficiation Study

BGRIMM will conduct this study from the ore samples from the project and will involve:
Delineation of mineral compositions
Molybdenum sulphate floatation
Rhenium recovery

Stage 3 – Pre Feasibility Study

The Scoping Study Report will be further reconstructed to a pre-feasibility study which will relate to a conventional Chinese feasibility study.

In consideration for these services, BGRIMM is entitled to a total services fee of RMB 1,396,250 (about AU$307,524 at a rate of 0.2202 at 10 December 2008). This fee is staggered over completion of certain milestones and services rendered.

Again, although not a direct party to this agreement, the Company is the ultimate beneficial party to the agreement and has consented to its execution. It will also be responsible for payment of the referred fees.

114

7 FINANCIAL INFORMATION

7.1 OVERVIEW OF FINANCIAL INFORMATION

This Section presents the following historical and proforma financial information for the Company:

(a) Historical and proforma statement of financial position as at 30 June 2008
(b) Historical results for the year ended 30 June 2008
(c) Historical cash flows for the year ended 30 June 2008.

The historical financial information has been derived from the audited financial statements of the Company for the year ended 30 June 2008, which have been adjusted to include certain proforma changes detailed in Section 7.2. The historical financial information should be read in conjunction with the Company‟s audited 2008 Annual Report which can be obtained from the company upon request or from the ASX website.

The proforma financial information has been prepared for illustrative purposes only for use in this prospectus, has not been audited and should be read in conjunction with:

(a) The risks described in Section 9; and
(b) In conjunction with this prospectus and the Company‟s announcements.

Set out below is the corporate structure:

115

7.2 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2008

Set out below is a summary of the statement of financial position for the Company which has been prepared based on the audited statement of financial position of the Company as at 30 June 2008. The proforma statement of financial position has been prepared based on the Company‟s unaudited management accounts at 31 December 2008 and as if the following transactions had occurred at 31 December 2008 .

(a) Completion of the issue and allotment of 209,037,516 pre-consolidation shares at $0.01 each by way of an Entitlement Issue to raise $2,090,375.16 which was finalised on 27 January 2009
(b) The issue and allotment of 500,000,000 pre-consolidation Consideration Shares and 500,000,000 pre-consolidation Vendor Options in consideration for 75% of Victory West Pty Ltd on 3 February 2009
(c) The issue and allotment of 500,000 post-consolidation shares to the public, or clients of financial services licensees, at $0.20 each to raise $100,000 (minimum subscription) and 7,000,000 post-consolidation shares to the public or clients of financial services licensees, at $0.20 each to raise $1,400,000 (maximum subscription)
(d) The costs of the transaction are estimated at $57,000 (minimum subscription) and $80,000 (maximum subscription) and these have been recorded as a reduction in equity.

VICTORY WEST MOLY LIMITED PROFORMA STATEMENT OF FINANCIAL POSITION

Assets Current assets Cash at bank Trade & Other Receivables Total current assets Noncurrent assets Receivables Other financial assets Investments Total noncurrent asset Total Assets Liabilities Current liabilities Trade & other payables Net Assets	(Consolidated Entity) 30-Jun-08 2,271,884 8,030 2,279,914 1,097,890 13,054 - 1,110,944 3,390,858 91,611 3,299,247	(Parent Entity) Proforma Min Subscription 1,945,882 23,387 1,969,269 - 3,163,369 5,000,000 8,163,369 10,132,638 242,862 9,889,776	(Parent Entity) Proforma Max Subscription 3,222,882 23,387
			3,246,269 - 3,163,369 5,000,000
			8,163,369
			11,409,638 242,862
			11,166,776

116

Equity

Shareholder's equity Reserves Accumulated losses Total Equity	12,688,143 5,542 (9,394,438) 3,299,247	10,770,499 - (880,723) 9,918,226	12,047,499 - (880,723)
			11,166,766

7.3 Income Statement and Cashflows for the year ended 30 June 2008

It is considered impractical to present proforma financial information in respect to historical financial performance and cash flows of the company prior to 1 July 2008, because the additional structural changes made will give rise to significantly different revenues and cost structures to those experiences historically.

At the time of preparing the historical financial information, the Company had not obtained control of Victory West Pty Ltd. The Company‟s historical financial information has accounted for the company‟s investment in the project and Victory West Pty Ltd by way of a loan.

AUDITEDINCOMESTATEMENT FOR	CONSOLIDATED	PARENT ENTITY
THEYEARENDING30 JUNE2008	ENTITY
	2008	2008
	$	$
Revenue	32,699	32,699
Employee benefits expense	-	-
Depreciation and amortisation expense	-	-
Other expenses from ordinary activities	(487,823)	(477,733)
	──────────	──────────
Loss before income tax expense	(455,124)	(445,034)
Income tax expense	-	-
	──────────	──────────
Loss for the year	(455,124)	(445,034)
	──────────	──────────
Loss attributable to members of the parent entity	(455,124)	(445,034)
	══════════	══════════

117

STATEMENT OFAUDITEDCASH FLOWS FOR	CONSOLIDATED
THE YEAR ENDED30 JUNE2008	ENTITY	PARENT ENTITY
	2008	2008
	$	$
CASHFLOWS FROMOPERATINGACTIVITIES
Receipts from customers	-	-
Payments to suppliers and employees	(434,831)	(432,529)
Interest received	27,268	27,268
	────────	────────
Net cash outflow from operating activities	(407,563)	(405,261)
	────────	────────
CASHFLOWS FROMINVESTINGACTIVITIES
Loans to controlled entities	-	-
Loans to other related entities	(1,097,890)	(1,097,890)
	────────	────────
Net cash inflow/(outflow) from investing activities	(1,097,890)	(1,097,890)
	────────	────────
CASHFLOWS FROMFINANCINGACTIVITIES
Proceeds from issue of shares	3,445,104	3,445,104
Share issue transaction costs	(86,639)	(86,639)
	────────	────────
Net cash inflow from financing activities	3,358,465	3,358,465
	────────	────────
Net increase/(decrease) in cash and cash equivalents	1,853,012	1,855,314
Cash and cash equivalents at the beginning of the financial year	418,872	415,484
Effect of exchange rates on cash holdings in foreign currencies	-	-
	────────	────────
Cash and cash equivalents at the end of the financial year	2,271,884	2,270,798
	════════	════════

7.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The historical financial information covers the consolidated entity of Victory West Moly Limited and controlled entities, and Victory West Moly Limited as an individual parent entity.

The significant policies that have been adopted in the preparation of the historical financial information are:

(a) Basis of Preparation

This historical financial information has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

118

The historical financial information has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected noncurrent assets, financial assets and financial liabilities.

(b) New Accounting Standards and Interpretations

A number of Australian Accounting Standards had been issued or amended and are applicable to the parent and consolidated group but were not yet effective at 30 June 2008. They were not adopted in the preparation of the historical financial information at reporting date.

(c) Principles of Consolidation

The historical consolidated financial information incorporate the assets and liabilities of all subsidiaries of the Company or Parent Entity as at 30 June 2008 and the results of all subsidiaries for the year then ended. The Company and its subsidiaries together are referred to as the “consolidated entity” or “group”.

Subsidiaries are all those entities over which the company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Victory West Moly Limited.

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the consolidated entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

If applicable, minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(d) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

119

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(e) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(f) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Plant and Equipment

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset‟s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset‟s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future consolidated benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The assets‟ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset‟s carrying amount is written down immediately to its recoverable amount if the asset‟s carrying amount is greater than its estimated recoverable amount.

120

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings

(e) Leases

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased non-current assets, and operating leases under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

(f) Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

De-Recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised as profit or loss.

Classification and Subsequent Measurement

i. Financial assets at fair value through profit and loss Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or

121

investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise.

ii. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

iii. Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group‟s intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.

iv. Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

v. Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

vi. Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

Victory West Moly Limited and Controlled Entities designate certain derivatives as either

(i) Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge)
(ii) Hedges of highly probably forecast transactions (cash flow hedges).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented.

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedge asset or liability that are attributable to the hedged risk.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in the hedge reserve in equity are transferred to the income statement in the periods when the hedged item will affect profit or loss.

122

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm‟s length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.

(g) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset‟s fair value less costs to sell and value in use, is compared to the asset‟s carrying value. Any excess of the asset‟s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(g) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(h) Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the group‟s entities is measured using the currency of the primary consolidated environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity‟s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

123

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the income statement.

Group Companies

The financial results and position of foreign operations whose functional currency is different from the group‟s presentation currency are translated as follows:

assets and liabilities are translated at year-end exchange rates prevailing at that reporting date
income and expenses are translated at average exchange rates for the period
retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the group‟s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

(i) Employee Entitlements

Provision is made for the company‟s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

(j) Cash

Cash and cash equivalents include cash on hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(k) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from investment properties is recognised on an accruals basis or straight-line basis in accordance with leases agreements.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

(l) Borrowing Costs

124

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are expensed in the period in which they are incurred.

(m) Trade and Other Creditors

These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(n) Contributed Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(o) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(p) Going Concern

The historical financial information has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the ordinary course of business and on the assumption of sufficient funds becoming available for the operations of the consolidated entity.

The basis of adopting the going concern assumption is dependent upon the Victory West Moly Ltd and controlled entities raising additional funds from debt or equity sources, or operations becoming profitable in the future.

(q) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(r) Critical Accounting Estimates and Judgments

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates — Impairment

125

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

7.5 FINANCIAL RISK MANAGEMENT POLICIES

The group‟s principal financial instruments comprise mainly of deposits with banks, receivables, payables and available for sale investments.

The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's financial risk management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security.

Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below.

Treasury Risk Management
Financial Risk Exposures and Management
Credit risk
Liquidity risk
Cash flow and fair value interest rate risk
Price risk
Interest rate swaps
Derivative financial instruments
Forward exchange contracts
Net fair values

Potential investors are referred to the Company‟s 2008 Annual Report for further information regarding the Company‟s financial risk management policies.

7.6 CONTINGENT ASSETS AND LIABILITIES

At the date of preparing the historical financial information, there were no contingent assets or liabilities. The Company is not aware of any contingent assets or liabilities at the date of this prospectus.

7.7 RELATED PARTY TRANSACTIONS

Directors and key management personnel

Purchases

During the year ending 30 June 2008, payments of $71,009 were made to an entity related to Mr. Mark Balfour (previous director) for the provision of administrative services, including legal, accounting, secretarial and office rental services. These services were provided on normal commercial terms and conditions and at market rates. There was no outstanding balance at 30 June 2008.

Payments of $134,500 were made to an entity related to Mr. Luke Martino (Company Secretary) for the provision of administrative services, including accounting and secretarial services effective from 30 November 2007. These services were provided on normal commercial terms and conditions and at market rates. There was $17,000 outstanding as at 30 June 2008.

Payments of $103,950 were made during the 2007 year to Mr. Luke Martino‟s brother, Mr Domenic

126

Martino for consulting services provided to the company in relation to the Porphyry Molybdenum acquisition undertaken by the company. These services were provided on normal commercial terms and conditions and at market rates. There was no outstanding balance as at 30 June 2008.

Loans

During the year ending 30 June 2008 loans totalling $278,712 were made to Victory West Pty Ltd of which Mr. Luke Martino‟s brother is a Director. As a result of the recent acquisition agreement, Victory West Pty Ltd will form part of the Victory West Moly Limited consolidated group in future.

Subsidiaries

Victory West Moly Limited is the parent entity in the wholly-owned group comprising the Company and its controlled entities.

Transactions between the parent entity and other entities in the wholly-owned group during the year ended 30 June 2008 are summarised below.

Loans to subsidiaries	CONSOLIDATED ENTITY	PARENT ENTITY
	2008	2008
	$	$
Balance at the beginning of the financial year	-	-
Loans advanced	-	136,423
Provision for non-recovery	-	(136,423)
	───────	───────
Balance at the end of the financial year	-	-
	═══════	═══════

There are no fixed terms for the repayment of principal on loans advanced by the parent entity and no interest has been charged by the parent on the amounts advanced.

(b) Related party transaction details	CONSOLIDATED ENTITY	PARENT ENTITY
	2008	2008
	$	$
Option holdings of Key Management Personnel
Directors and director-related entities hold directly, indirectly or
beneficially as at the reporting date the following equity interests in
members of the consolidated entity:
- Options over ordinary shares exercised	-	-
- Options over ordinary shares	233,000	233,000
	═══════	═══════
Shareholdings Of Key Management Personnel
Directors and director-related entities hold directly, indirectly or
beneficially as at the reporting date the following equity interests in
members of the consolidated entity:
- Ordinary shares	1,508,000	1,508,000
	═══════	═══════
Assets And Liabilities
Non-current assets
Loans to other related entities	278,712	278,712
	═══════	═══════
Expenses
Payments made to a director-related entity:
- Administrative services	205,509	205,509
- Consulting services	103,950	103,950
	───────	──────
Total Expenses	309,459	309,459
	═══════	═══════

127

8 INDEPENDENT AUDITOR’S REPORT

Please find included in this Section of the Prospectus the Auditor‟s Independent Report and Declaration prepared by Grant Thornton in relation to the Company‟s 30 June 2008 Financial Report.

Grant Thornton (WA) Partnership have given, and have not before lodgment of this Prospectus withdrawn, their written consent to the inclusion of the Independent Auditor‟s Report.

128

==> picture [194 x 36] intentionally omitted <==

Grant Thornton (WA) Partnership ABN: 17 735 344 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

AUDITOR’S INDEPENDENCE DECLARATION To the Directors of Richfield Group Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Richfield Group Limited for the year ended 30 June 2008, I declare that, to the best of my knowledge and belief, there have been:

a No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [188 x 36] intentionally omitted <==

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

==> picture [102 x 39] intentionally omitted <==

M. J. Hillgrove Partner

Perth, 22 September 2008.

Liability limited by a scheme approved under Professional Standards Legislation.

Grant Thornton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton. Grant Thornton is a trademark owned by Grant Thornton International and used under licence by independent firms and entities throughout the world.

==> picture [194 x 36] intentionally omitted <==

Grant Thornton (WA) Partnership ABN: 17 735 344 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

INDEPENDENT AUDITOR’S REPORT

To the members of Richfield Group Limited

Report on the Financial Report

We have audited the accompanying financial report of Richfield Group Limited, (the company) which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s

Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [131 x 26] intentionally omitted <==

judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Electronic Presentation of Audited Financial Report

This auditor’s report relates to the financial report of Richfield Group Limited (the company) for the year ended 30 June 2008 included on the company’s web site. The company’s directors are responsible for the integrity of the company’s web site. We have not been engaged to report on the integrity of the company’s web site. The auditor’s report refers only to the statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site

Independence

In conducting our audit, we complied with applicable independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion:

(a) the financial report of Richfield Group Limited is in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1

Significant uncertainty regarding continuation as a going concern

Without qualification to the audit opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(r) in the financial report which indicates that the company’s ability to continue as a going concern is dependent upon the company raising additional funds from debt or equity sources, or operations becoming profitable in the future, there exists a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern and whether it will realize its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [131 x 26] intentionally omitted <==

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 16 to 17 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Richfield Group Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.

==> picture [188 x 35] intentionally omitted <==

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

==> picture [111 x 43] intentionally omitted <==

M. J. Hillgrove Partner

Perth, 22 September 2008.

Liability limited by a scheme approved under Professional Standards Legislation.

9 RISK FACTORS

As with any share investment, there are risks involved. This section identifies the major areas of risk associated with an investment in Victory West Moly Limited, but should not be taken as an exhaustive list of the risk factors to which the Company and its shareholders are exposed. These risks are both specific to the Company and also relate to the general business and economic environment. Potential investors should read the entire Prospectus and consult their professional advisor before deciding whether to apply for Shares, as they may adversely affect the value of the Company‟s assets and Shares.

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.

9.1 INVESTMENT RISK

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

9.2 SHARE MARKET

Share market conditions may affect the value of the Company‟s quoted securities regardless of the Company‟s operating performance.

Share market conditions are affected by many factors including but not limited to the following:

General economic outlook
Interest rates and inflation rates
Currency fluctuations
Mineral price fluctuations
Changes in investor sentiment toward particular market sectors
The demand for, and supply of, capital
Terrorism or other hostilities
Other factors beyond the control of the Company

9.3 CURRENCY RISK

As the Company‟s potential earnings will be largely derived from the sale of mineral commodities, either in processed or concentrate forms, the Company‟s future revenues and cash flows will be impacted by changes in the prices of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major metal producing centers as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company cost base will be in Australian dollars. Consequently changes in the Australian dollar exchange rate will impact on the earnings of the Company. The exchange rate is affected by

133

numerous factors beyond the control of the Company, including interest rates, inflation and the general economic outlook.

9.4 INSURANCE RISKS

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

Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive as such the Directors will use their business judgment to determine what level of cover is appropriate in the circumstances.

9.5 COMMERCIALISATION RISKS

Even if the Company discovers commercial quantities of minerals, there is a risk the Company will not achieve a commercial return. The Company may not be able to transport the minerals at a reasonable cost or may not be able to sell the minerals to customers at a rate which would cover its operating and capital costs. The Company has to receive regulatory and environmental approval to convert its exploration permits into production concessions. While the Directors will take all available actions to ensure the profitability of the operations of the Company, there is a risk that these approvals may not be obtained and that the product may not be able to be commercialised.

9.6 COMPETITION RISK

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

9.7 NO PROFIT TO DATE

The Company has incurred losses since its inception and it is therefore not possible to evaluate its prospects based on past performance. Since the Company intends to continue investing in its exploration and development program the Directors anticipate making further losses in the foreseeable future.

While the Directors have confidence in the future revenue-earning potential of the Company, there can be no certainty that the Company will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

9.8 FUTURE CAPITAL NEEDS

Further funding of projects may be required by the Company to support its ongoing activities and operations. There can be no assurance that such 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.

134

9.9 ENVIRONMENTAL RISKS

The Company‟s projects are subject to International, Regional and Federal laws and regulations regarding environmental matters in the Australia. Many of the activities and operations of the Company cannot be carried out without prior approval from and compliance with all relevant authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company could be subject to liability due to risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances.

9.10 ECONOMIC AND GOVERNMENT RISKS

The future viability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the exploration and mining industries including, but not limited to, the following:

General economic conditions in Australia, Indonesia and their major trading partners
Changes in Australian or Indonesian Government policies, taxation and other laws, including but not limited to the passing of the new Mineral and Coal Mining Law in Indonesia on 16 December 2008 (please refer to Section 5 and Section 9.13 for comments regarding this change and associated risks with its implementation).
The strength of the equity and share markets in Australia and throughout the world, and in particular investor sentiment towards the commodities (resources) sector
Movement in, or outlook on, interest rates and inflation rates
Natural disasters, social upheaval or war in Indonesia, Australia or the Asia Pacific Region.

9.11 COMMODITY PRICE AND EXCHANGE RATE RISK

As the Company‟s potential earnings will be largely derived front the sale of mineral commodities, either in processed or concentrate form, the Company‟s future revenues and cash flows will be impacted by changes in the prices of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major metal producing centers as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company‟s cost base will be in Australian dollars. Consequently changes in the Australian dollar exchange rate will impact on the earnings of the Company. The exchange rate is affected by numerous factors beyond the control of the Company, including interest rates, inflation and the general economic outlook.

9.12 RESOURCE ESTIMATES

Resource estimates included in this Prospectus have not been prepared in accordance with the JORC Code and the Company has obtained a waiver from ASX Listing Rule 5.6 in order to prepare these estimates in accordance with company‟s update 11/07.

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

135

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.

9.13 COMPLIANCE AND PERMIT 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 is set out in this Prospectus 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.

As mentioned in the legal report (refer to Section 5 of this prospectus) on 16 December 2008 the Parliament of the Republic of Indonesia passed a new Mining Law, the Mineral and Coal Mining Law (“new mining law”). Up until this time, there were two systems of title and it could not be guaranteed that conflicts of the two systems would not occur until resolved by the Indonesian Government. At the date of this prospectus, there is a current lack of certainty as to the status of KP‟s and the transition between the current system(s) and the regime under the new mining law. There are currently no savings or transitional provisions in respect of KP‟s and KP‟s are not mentioned in the new mining law. Implementation regulations are to be issued, which may help provide some clarity to the uncertainties surrounding the new mining laws however, it is unknown when or if such regulations will clarify all uncertainties and ambiguities.

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.

9.14 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 bodies.

9.15 ASX LISTING RULES RE-COMPLIANCE

Shareholders approved the change in nature and scale of activities of the Company at the Annual General Meeting convened on 26 November 2008. As such, the Company was suspended by the ASX until it has re-complied with Chapters 1 & 2 of the ASX Listing Rules.

Although the company is taking the appropriate measures to ensure re-compliance 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.

136

9.16 UNFORESEEN EXPENDITURE

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. 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 and value of the Company.

137

10 ADDITIONAL INFORMATION

10.1 RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a general description of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the Shares are contained in the Corporations Act, ASX Listing Rules and the Company‟s Constitution, a copy of which is available for inspection at the Company‟s registered office during normal business hours.

Ranking of Shares

At the date of this Prospectus, all shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with Existing Shares.

Voting Rights

Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held.

Dividend Rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

Variation of Rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

Transfer of Shares

Subject to the Company‟s Constitution, the Corporations Act or any other applicable laws of Australia and ASX listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

General Meetings

Each shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Company‟s Constitution, the Corporations Act and ASX Listing Rules.

Unmarketable Parcels

The Company‟s Constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

Rights on Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

Divide among the shareholders the whole or any part of the Company‟s property
Decide how the division is to be carried out between the shareholders.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

138

10.2 TERMS OF OPTIONS

As at the date of this Prospectus, the Company has the following Options on issue:

11,705,577 Options exercisable at $0.20 prior to May 2009
25,000,000 Vendor Options exercisable at $0.20 prior to December 2011

In addition to the above, the Company‟s shareholders have approved the allotment of 45 million options exercisable at $0.20 prior to February 2012 at the latest.

Details of the terms of the Options are as follows:

Options exercisable prior to May 2009

(a) The option holder is entitled on payment of A$0.20 per option („exercise price‟) to be issued one fully paid ordinary share for each New Share Option exercised.
(b) The New Share Options held by the option holder are exercisable in whole or, subject to minimum requirements, in part, up to the Expiry Date. Reminder notices will be forwarded to the option holders prior to the Expiry Date. New Share Options not exercised on or before the Expiry Date will automatically lapse. The Expiry Date for exercise of New Share Options is 21 May 2009. Refer to the definition of “Expiry Date” in the Glossary for cut off times on the Expiry Date.
(c) The New Share Options will be recorded by the Company‟s Share Registrar on the Register of Options and Shares and the CHESS registers as applicable. The registers will be available for inspection by option holders free of charge. Shares to be allotted on exercise of the New Share Options will also be recorded on the Register of Options and Shares and the CHESS registers as applicable.
(d) A New Share Option is exercisable by the option holder filling out the signing the form of Notice of Exercise of Options and lodgment of the completed notice at the Office of the Company‟s Share Registrar in Australia, together with payment of A$0.20 for each New Share Option. The minimum number of New Share Options which may be exercised at any time is a marketable parcel (as defined in the Listing Rules) except where less than the number of New Share Options which would create a marketable parcel is held, in which case all New Share Options then held by that option holder must be exercised. Each Notice of Exercise must be accompanied by a cheque drawn in Australian currency. Cheques must be payable to “Victory West Moly Limited” and be crossed “Not Negotiable”. No brokerage stamp duty is payable by Applicants. Completed Notices of Exercise and Applications must be received before the Expiry Date.
(e) The Company will make application for the official quotation of the new Shares allotted on exercise of the New Share Options in accordance with the Listing Rules. Shares allotted on exercise of the New Share Options will participate equally in all respects with existing issued Shares.
(f) If during the currency of the New Share Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions) the number or nominal value of the New Share Options to which the option holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing rules, but in all other respects the terms of

139

the New Share Options will remain unchanged. Where appropriate, the exercise price of the New Share Options will be revised in accordance with the ASX Listing Rules.

(g) If during the currency of the New Share Options, there is a bonus issue to the holders of the issued Shares of the Company, the number of ordinary shares over which the New Share Options is exercisable will be increased by the number of Shares which the holder of the New Share Option would have received if the New Share Options had been exercised before the record date for the bonus issue.
(h) The New Share Options carry no right (without exercising the New Share Options) to participate in any rights issue which may be offered by the company to its shareholders after the date of the issue of the New Share Options. However, the Company must give prior notice to the option holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules and option holders have the right to exercise the New Share Options prior to the record date for determining entitlements.
(i) New Share Options may be transferred at any time prior to their expiry in accordance with CHESS transfer rules or if not applicable by completing any usual form of transfer. Transfers will be recorded on the Company's Register of Options and Shares.
(j) Despite anything else contained in their terms to the contrary, these terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particular as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

Vendor Options

The Vendor Options were issued pursuant to the Share Acquisition Agreement entered into to acquire 75% of Victory West Pty Ltd. The terms of these options are as follows:

(a) The exercise price of each Vendor Option is $0.20 per share (“the Exercise Price”).
(b) Each Vendor Option will automatically lapse if not exercised on or before 31 December 2011.
(c) Each Vendor Option shall entitle the holder to subscribe for and to be allotted one share in the capital of the Company upon exercise of the Vendor Option and payment to the Company of the Exercise Price.
(d) A Vendor Option may be exercised by the option holder 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 Vendor Option, to the Company‟s share registry. If the option holder holds more than one Vendor Option, the Vendor 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 Vendor Options, endorsed on the back of the statement, for completion by the option holder (if required). If the Vendor Options comprised in any such statement are exercised in part only, before the

140

expiry date, the Company will issue the option holder with a fresh statement for the balance of the Vendor Options held and not yet exercised.

(h) The period during which the Vendor Options may be exercised cannot be extended.
(i) The option holder is not entitled to participate in new issues of securities offered to Shareholders. The option holder can participate in new issues of securities offered to Shareholders if the Vendor Option is exercised before the relevant record date for that new issue.
(j) If from time to time before the expiry of the Vendor 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 a Vendor Option the option holder 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 Vendor 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 Vendor 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 Vendor Options, all rights of the option holder will be reconstructed (as appropriate) in accordance with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(l) Shares allotted pursuant to the exercise of the Vendor Options will rank equally with the then issued shares of the Company.
(m) Should the Company at any time over the life of the Vendor Option be re-admitted to ASX and an option holder 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.

Options not yet allotted

At the Company Annual General Meeting convened on 26 November 2008, Shareholders approved the allotment of 45,000,000 options. Once the allotters have been identified, these options will be allotted. This is required to take place prior to 26 February 2009 at the latest. The terms of these options are as follows

(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.

141

(d) An Option may be exercised by the option holder 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 option holder 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 option holder (if required). If the Options comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the option holder 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 option holder is not entitled to participate in new issues of securities offered to Shareholders. The option holder 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 option holder 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 option holder will be reconstructed (as appropriate) in accordance with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(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 option holder 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.

10.3 CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behavior and accountability, the Directors of the Company support the principles of corporate governance.

142

The Board of Directors is responsible for the overall corporate governance of the Company, and is committed to the principles underpinning best practice in corporate governance as set out by ASX with reference to the interests of its Shareholders. While the Company is committed to complying with all of the guidelines under the ASX Corporate Governance Recommendations, the Board considers that presently the Company is not of a size, nor are its operations of a complexity to justify the expense of complying with all of the recommendations.

The Board has adopted the following policies and procedures which are available in the Annual Report of the Company which may be obtained from the website of the Company:

Role of the Board
Structure of the Board
Responsible Decision Making
Code of Conduct
Securities Trading Policy
Integrity in Financial Reporting
Timely Disclosure
Risk Recognition and Risk Management
Performance of the Board
Responsible Remuneration

For further information regarding the Company‟s corporate governance policies, potential investors are referred to the Company‟s 2008 Annual Report.

10.4 CONTINUOUS DISCLOSURE AND DOCUMENTS AVAILABLE FOR INSPECTION

The Company is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to ASX any information which it is or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company.

10.5 INTERESTS OF DIRECTORS

Other than as set out below or elsewhere in this Prospectus no Director has or has had, within two years before lodgment of this Prospectus with ASIC:

Any interest in the formation or promotion of the Company; or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; or in the Offer.
No amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director, either to induce him to become, or to qualify him as a Director, or otherwise, for services rendered by him in connection with the formation or promotion of the Company or the Offer.

Shareholding Qualifications

The Directors are not required to hold any Shares under the constitution of the Company.

Directors’ Security Holdings

Set out in the table below are details of the Directors‟ relevant interest of each director in Shares, interests in registered schemes and rights or options over such instruments issued by the Company and other related bodies corporate, as notified by the Directors to the Australian Stock Exchange in accordance with S205G (1) of the Corporations Act 2001 , at the date of this Prospectus.

143

Directors’ Security Holdings

Interests of the Directors	Number	% of	% of	Number Of
And their related parties	Of Shares	Existing	Proforma	Options
		Shares	Shares
Mr. S Pynt	500	0.0%	0.0%	11,650
Mr. M Scivolo	0	0.0%	0.0%	0
Mr. W Knight	75,000	0.1%	0.1%	0
Total	75,500	0.1%	0.1%	11,650

Directors Remuneration

The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all non-executive Directors must not exceed in aggregate the amount fixed by the Company in a general meeting. The aggregate remuneration for all non- executive Directors has been set at an amount of $200,000 per annum at a general meeting in November 2000. The Directors have resolved that non-executive director‟s fees will be $36,000 per annum for the Chairman and $24,000 per annum for non - executive Directors, inclusive of statutory superannuation contributions.

10.6 INTERESTS OF EXPERTS AND ADVISERS

Other than as set out below or elsewhere in the Prospectus, no expert promoter, underwriter or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with has or has, within two years before lodgment of the Prospectus with ASIC:

Had any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer or in the Offer
Not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offer.

Al Maynard and Associates has prepared the Independent Geologist‟s Report which is included as part of this Company‟s Notice of Annual General Meeting dated 16 October 2008 and an Addendum Independent Geologist‟s Report included in this Prospectus. .

Brigitta I. Rahayoe and Partners acted as Solicitors reporting on the Indonesian assets have prepared the Solicitor‟s Report which is included in Section 5 of this Prospectus. Total fees payable to Brigitta I. Rahayoe and Partners for work done in relation to this Prospectus are approximately $10,000.

Price Sierakowski Corporate acted as Solicitors to the Issue and to the Company. Total fees payable to Price Sierakowski Corporate for work done in relation to this prospectus is approximately $10,000.

Grant Thornton (WA) has prepared the Independent Auditor‟s Report which is included as part of this Prospectus (Section 8).

144

10.7 CONSENTS

The following written consents have been given in accordance with the Corporations Act with respect to the issue of this Prospectus in both paper and electronic form:

Al Maynard and Associates has given, and has not before lodgement of this Prospectus withdrawn, ifs written consent to be named in this Prospectus as the Independent Geologist and to the inclusion of the Independent Geologist‟s Report and Addendum Independent Geologist‟s Report in Section 4 of this Prospectus in the form and context in which it is included, together with all references to that report in this Prospectus. Al Maynard and Associates has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than its report and any references to it.

Brigitta I Rahayoe and Partners has given, and has not before lodgment of this Prospectus withdrawn, its written consent to be named in this Prospectus as Solicitors to the Issue and to the inclusion of the Solicitor‟s Report in Section 5 of this Prospectus in the form and context in which it is included, together with all references to that report in this Prospectus. Brigitta I Rahayoe and Partners has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than its report and any references to it.

Price Sierakowski Corporate has given, and has not before lodgment of the Prospectus withdrawn, its written consent to be named in this Prospectus in the form and context in which it appears. Price Sierakowski Corporate has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus.

Grant Thornton (WA) Partnership have given, and have not before lodgment of this Prospectus withdrawn, their written consent to be named in this Prospectus as Investigating Accountant and to the inclusion of the Independent Auditor‟s Report in Section 8 of this Prospectus in the form and context in which it is included, together with all references to them and to that report in this Prospectus. Grant Thornton (WA) Partnership have not authorised or caused the issue of this Prospectus and take no responsibility for any part of this Prospectus other than their report and any references to it.

Computershare Investor Services Pty Limited has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

There are a number of persons referred to elsewhere in this Prospectus who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

10.8 EXPENSES OF THE OFFER

The expenses of the Offer are expected to comprise the following estimated costs and are exclusive of any GST payable by the Company.

145

Expenses Of The Offer
	Minimum Subscription $	Full Subscription $
Professional consultant fees	50,000	70,000
Other Expenses	7,000	10,000
Total Estimated Expenses	$57,000	$80,000

10.9 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/044 the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at [email protected] and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company‟s website at www.victorywestmoly.com.au

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

10.10 FORECASTS

Victory West Moly Limited is an exploration company with intention to become a molybdenum producer in the medium to long term. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not been included in this Prospectus.

10.11 LITIGATION

To the Directors knowledge there is no litigation against the Company or initiated by the Company as at the date of this Prospectus.

10.12 TAXATION

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer, by consulting their own professional tax advisers. Neither the Company nor any of its Directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

146

11 DIRECTORS’ AUTHORISATION

The Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgment of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of Victory West Moly Limited

==> picture [131 x 36] intentionally omitted <==

Steven Pynt Chairman

147

12 DEFINITIONS

Definitions of geological terms are provided in the Glossary

AUD $ means Australian dollars. All amounts in this prospectus are in Australian dollars unless stated.

Application Monies means the amount of money in dollars and cents payable for Shares at 20 cents per Share pursuant to this Prospectus

Application Forms means the application forms attached to, and forming part of this Prospectus

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited ABN 98 008 624 691.

ASX Listing Rules means the listing rules of ASX.

Board means the Board of Directors of the Company.

Chess means ASX Clearing House Electronic Sub-register System.

Company means Victory West Moly Limited ACN 009 144 503 (formerly traded as Richfield Group Limited).

Consideration Options means the Options issued to the Vendors of Victory West as detailed in Section 6.1 and 10.2 of this Prospectus.

Consideration Shares means the Shares issued to the Vendors of Victory West as detailed in Section 6.1 of this Prospectus.

Corporations Act means the Corporations Act 2001.

Directors means the Directors of the Company.

Existing Shares means the 77,313,767 Shares in the Company on issue at the date of this Prospectus.

Issue means the issue of Shares in accordance with the Offer.

Maximum Subscription means the raising of $1,400,000 by the acceptance of 7,000,000 Shares at 20 cents each pursuant to this Prospectus.

Minimum Subscription means the raising of $100,000 by the acceptance of 500,000 Shares at 20 cents each pursuant to this Prospectus.

Offer means the offer of 7,000,000 Shares at 20 cents per Share pursuant to this Prospectus.

Offer Price means 20 cents per share.

Opening Date means the first date for receipt of completed Application Forms which is 9:00am WDST on 13 February 2009 or other such date and time as the Directors determine.

148

Option means an option to acquire Shares issued on the terms and conditions set out in Section 10.2 of this Prospectus.

Prospectus means this prospectus dated 6 February 2009.

Restricted Securities means Shares classified by ASX as being subject to the restriction provision of the Listing Rules of ASX.

Richfield means Richfield Group Limited, the former name of the Company.

Share means an ordinary in the capital of the Company.

Shareholder means the Company‟s existing shareholders at the date of this Prospectus

Share Registry means Computershare Investor Services Pty Ltd.

Transocean means Transocean Securities Pty Ltd

Victory West means Victory West Pty Ltd

WDST means Perth Western Australian local daylight savings time

149

13 APPLICATION FORM

==> picture [186 x 67] intentionally omitted <==

Victory West Moly Limited (ACN 009 144 503)

Please read all instructions on the reverse of this form

A Number of Shares applied for B Total amount Payable by cheque(s) (Minimum of 10,000 Shares then for Shares multiples of 1000 Shares) at 20 cents # A$ per Share =

Share Registrars Use Only Broker reference – Stamp only

You may be allocated all of the Shares above or a lesser number

C Full name details – title, given name(s) (no initials) and surname or company name Applicant

Surname / Company Name Title First Name JointApplicant #2or	Surname / Company Name Title First Name JointApplicant #2or

		Middle Name

Surname / Company Name Title First Name Middle Name D Enter your Tax File Number/s, ABN, or exemption category First Applicant Joint Applicant #2 E Full Postal Address

		Middle Name

	Joint Applicant #2

Number / Street or PO Box Number

Additional Address Information (if required)				State

Suburb, City or Town F Contact Details					Postcode

ContactName (Given Name,FamilyName)			Contact- DaytimeTelephoneNumber

Contact - Email Address G SRN / CHESS / HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque payable to “Victory West Moly Limited”

Drawer Cheque Number BSB Number Account Number Total amount of Chq

I You should read the Prospectus dated 6 February 2009 carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

I/We declare that:

(a) this Application is completed according to the declaration/appropriate statements on the reverse of this forma and agree to be bound by the constitution of Victory West Moly Limited; and
(b) I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Shares

Return the Application Form with your cheque for the Application Monies will constitute your offer to subscribe for Shares in the Company. Please note that the Company will not accept electronic lodgment of Application Forms.

150

Guide To The Application Form

A signature on the form is not required.

This Application Form relates to the offer of Shares in Victory West Moly Limited pursuant to the Prospectus dated 6 February 2009. The expiry date of the Prospectus is the date which is 12 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of Victory West Moly Limited and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means five the other person access to the Prospectus, and any supplementary prospectus (if applicable), and an Application Form on request and without charge.

Please complete the all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars in the correct forms of resistible titles to use on the Application Form are contained in the table below.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
B Insert the relevant account Application Monies. To calculate your Application Monies, add the number of Shares applied for multiplied by 20cents.
C Write he full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the Company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sib –Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.
D Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint Applicant. Collection of TFN9s) is authorized by taxation laws. Quotation for your TFN is not compulsory and will not affect your Application.
E Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G Victory West Moly Limited will apply to the ASX to participate in CHESS, operated by the ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. In CHESS, the Company will operate an electronic CHESS sub register of securities holdings and an electronic issuer sponsored sub register of securities holdings. Together the two sub registers will make up the Company‟s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities allotted.

If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertified form on the CHESS sub register, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgment. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

H Please complete cheque details as requested.

Make your cheque payable to “Victory West Moly Limited” in Australian currency and cross it “Not Negotiable” Your cheque must be drawn on an Australian Bank, and the amount should agree with the amount shown in section B.

Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.
I Before completing the Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for shares in Victory West Moly Limited upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgment of Applications: Return your completed Application Form with cheque(s) attached to:

By post or in Person to:
Victory West Moly Limited	Victory West Moly Limited
311 Hay Street	PO Box 8282
Subiaco WA 6008	Subiaco East WA 6008
Australia	Australia

Application Forms must be received no later than the 20 February 2009 which may be changed immediately after the Opening Date at any time at the discretion of the Company

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares and Options. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Victory West Moly Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

151

Type of Investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual - Use Names in full, no initials	Mr. John Alfred Smith	JA Smith
Minor ( a person under the age of 18) Use the name of a responsible adult; do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of	Mrs. Sue Smith	Sue Smith Family
the trust		Trust
Deceased Estates - Use executor(s) person name(s), do not use	Ms Jane Smith	Estate of Late John
the name of the deceased		Smith
Partnerships - Use partners personal names, do not use the name of the partnership	Mr. John Smith & Mr. Michael Smith	John Smith and Son

152

AI assistant

EV RESOURCES LTD — Capital/Financing Update 2009

64887_rns_2009-02-05_6b882946-c9ea-4b48-912d-c7f7b3a6673b.pdf

Prospectus

TABLE OF CONTENTS

IMPORTANT INFORMATION

CORPORATE DIRECTORY

Directors

Corporate Advisor

Company Secretary

Independent Geologist

Registered Office

Share Registry

Company Auditors

Solicitors

Stock Exchange Listing

Australian Company Number

Company Website

INVESTMENT FEATURES

INVESTMENT HIGHLIGHTS :

INVESTMENT RISKS:

CHAIRMAN’S LETTER

KEY OFFER DETAILS

Indicative Timetable

1 DETAILS OF THE OFFER

THE OFFER

PAYMENT AND LODGEMENT DETAILS

Applicants are urged to lodge their application forms as soon as possible, as the offer may close early without notice.

MINIMUM SUBSCRIPTION

ARRANGEMENT WITH UNDERWRITER

PURPOSE OF THE OFFER

PROPOSED APPLICATION OF FUNDS RAISED

Proposed Application Of Funds Raised

The Directors are satisfied that upon completion of the Offer, the Company will have sufficient capital to meet its stated objectives.

CAPITAL STRUCTURE

CAPITAL STRUCTURE

Options on Issue

ALLOCATION AND ALLOTMENT OF SHARES

APPLICATION MONIES TO BE HELD IN TRUST

ASX LISTING

RESTRICTED SECURITIES

CHESS AND ISSUER SPONSORSHIP

RISKS

OVERSEAS INVESTORS

PRIVACY DISCLOSURE

EXPOSURE PERIOD

ELECTRONIC PROPECTUS

ENQUIRIES

2 DIRECTOR AND ADVISOR PROFILES

Mr. Steven Pynt LLB MBA Chairman and Non-Executive Chairman

Mr. Michael Scivolo Non-Executive Director

Mr. Wayne Knight Non-Executive Director

Mr. Luke Martino Company Secretary

Laurie Whitehouse Geologist Consultant/Technical Advisory B.Sc (University of Adelaide, 1970), M.Aus.IMM

3 COMPANY AND PROJECT OVERVIEW

3.1 BACKGROUND

3.2 MALALA MOLYBDENUM PROJECT REVIEW

3.2.1 Overview of project

3.2.2 History of the Malala Molybdenum Project

3.2.3 Subsequent Analysis

3.2.4 Important Information Regarding Non-JORC Resource Estimates

SAMPLING TECHNIQUES AND DATA (as specifically related to the Malala deposit at Anomaly B)

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

Notes:

4 GEOLOGIST’S REPORT

AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

THE MALALA MOLYBDENUM PROJECT ON SULAWESI ISLAND, INDONESIA

INDEPENDENT GEOLOGICAL REPORT

Prepared by:

G.B. WHITFIELD, MSC, FAUSIMM, CD

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

TABLE OF CONTENTS

LIST OF TABLES

LIST OF PLATES

TABLE OF FIGURES

AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

INDEPENDENT REPORT ON MINERAL ASSETS

PREAMBLE

SUMMARY

LOCATION AND ACCESS

EV RESOURCES LTD Capital/Financing Update 2009