EV RESOURCES LTD — Regulatory Filings 2004

Jul 26, 2004

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

LEVEL 1, 9 BOWMAN STREET, SOUTH PERTH WA 6151, AUSTRALIA TELEPHONE: (+61 8) 9367 8133 FACSIMILE: (+61 8) 9367 8812 EMAIL: ROSS@NKH.COM.AU LISTED ON THE AUSTRALIAN STOCK EXCHANGE

27 July 2004 richcor/trk/242

Australian Stock Exchange Limited Company Announcements Office

Dear Sir

Richfield Group Limited wishes to advise that:

The company entered into a Memorandum of Understanding on 26 July 2004 with ADVANZ DATA $1.$ SOLUTIONS PTE LTD.

Yours sincerely

$T$ .

Ross Kestel (Company Secretary)

MEMORANDUM OF UNDERSTANDING

This memorandum of Understanding is entered into this $\rightarrow$ 6 day of July 2004 between RICHFIELD GROUP LIMITED (AUSTRALIA) presently having its registered address at Suite 2 Ground Floor 197 Adelaide Terrace East Perth WA 6004 (hereinafter referred to as "Richfield") on the first part and ADVANZ DATA SOLUTIONS PTE LTD (RCB No. 199706303/D) presently having its registered address at 16 Tannery Lane #08 - 00 Crystal Time Building Singapore 34778 (hereinafter referred to as "Advanz") on the second part as follows:-

WHEREAS:-

• Advanz is a company incorporated in the Republic of Singapore and whose main $\mathbf{L}$ business is the following areas of information technology:-
• Hardware Consultancy (Systems Consultancy); $(a)$
• Information Technology Education and Training Institutions ъ.
• Advanz is interested to increase its share capital by issuing 260,000 new shares and had $2.$ in the premises approached Richfield to be its investor.
• $\overline{3}$ . Richfield is an Australian company listed in the ASX and is interested to invest in Advanz by way of acquisition of the newly issued shares. Richfield also proposes acquiring the shares of Advanz from the existing shareholders of Advanz by way of share swop arrangement between Richfield and the shareholders of Advanz subject to the ASX's regulation.
• 1. Both Richfield and Advanz are in discussion and negotiation for the finalisation of the full terms and conditions for the acquisition of shares and share swop as the case may be.
• $\overline{\mathbf{5}}$ . For the purposes of efficacy and prior to the finalisation of the full terms and conditions, both Richfield and Advanz agree that the requisite due diligence (financial and legal) are to first be carried out on the respective companies.

12:01 D002-101-22

BY THIS AGREEMENT IT IS NOW AGREED AS FOLLOWS:-

INITIAL UNDERSTANDING $\mathbf{1}$ .

The parties have discussed and have reached preliminary understanding, subject to contract of the following provisions:-

ŋ.

• $1.1.$ Acquisitions
• 1.1.1. Advanz present issued shares is $512,666$ shares $\omega$ S\$1.00 per share
• $1.1.2$ . Richfield will invest a sum of S\$130,000.00 to acquire 260,000 newly issued shares with par value of S\$1,00 from Advanz for a discounted price of S\$1.00 per share
• 1.1.3. Richfield proposes to subsequently from the existing shareholders of Advanz an additional 140,000 issued shares and in consideration thereof will issue 2.8 million new Richfield shares to the existing shareholders of Advanz
• 1.1.4. In the final analysis Richfield shall own a total of 400,000 shares in Advanz thereby giving to Richfield a total of 51.8 percent of the total shareholding of Advanz
• Approval of ASX and shareholders of Richfield $1.2.$
• 1.2.1. Richfield being a body corporate listed in the ASX must first receive the consent and approval of both the ASX and its shareholders before it can enter into a formal agreement for the carrying out and performance of the matters raised in 1.1.2. and 1.1.3.
• 1.2.2. Richfield shall if required endeavour to convene a meeting, as soon as is practicable, to seek the approval of its shareholders as is required under the ASX Regulations and shall endeavour to so obtain the said approval by 30 Sep 2004.

55-10F-5004 JB:51

1.2.3. During the said meeting to be convened by Richfield the necessary reports and information must be produced so as to finalise the obtaning of the approval

$\overline{\mathbf{3}}$

• Announcement to ASX $1.3.$
• 1.3.1. Both Richfield and Advanz mutually agrees that the intentions to be carried out shall first be announced to ASX jointly by Richfield and Advanz in compliance with ASX's Listing Rules and Australian Corporation Law
• $1.4.$ Due diligence
• 1.4.1. Both Richfield and Advanz mutually agrees that there will be a need for full and frank disclosures, subject to undertakings by both parties on the need for absolute confidentiality, of each parties' financial statements and documents
• 1.4.2. Both Richfield and Advanz also mutually agrees that before parties enter into a formal agreement there must first be the carrying out of both financial and legal due diligence
• 1.4.3. Both Richfield and Advanz also mutually agrees that upon the full satisfaction arising from the due diligence reports both parties and the shareholders of Advanz will negotiate in good faith a formal subscription and purchase agreement and this MOU is conditioned upon the formal agreement being executed within 14 days.

$\sim_{\mathscr{M}}$

55-10F-5004 10:55

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• $1.5.$ Requirements & Compliance Issues For The Acquisition of Shares of Advanz
• 1.5.1. In order for Richfield to acquire the newly issued shares from Advanz there must first be compliance with the regulations of the Company Act Cap. 50 of the Republic of Singapore's Statutes. In particular, there must be compliance with Section 68 of the said Act, which provides that:
  • there must be a resolution passed by a general meeting specifying $(a)$ the maximum rate of discount;
  • $(b)$ there must be an order of court confirming that the newly issued shares be at a discount
• 1.5.2. As is required under the law the newly issued shares at a discount must first be offered to all the existing shareholders of Advanz having preemptive rights, who will then resolved to decline the purchase of the newly issued shares.

$\overline{2}$ ENTIRE UNDERSTANDING

$2.1.$ Each Party confirms that this Memorandum of Understanding sets out the initial negotiations and understanding between the Parties in relation to the transactions contemplated and that it supersedes all previous agreements and understandings between them or any of them with regard to such transactions and the Parties are not entering into this Memorandum of Understanding or any of the arrangements contemplated in reliance upon any other representation or warranty not expressly set out in this Memorandum of Understanding.

22:01 b002-700-22

$3.$ LEGAL ADVICE, LEGAL FEES AND OTHER EXPENSES

• $3.1.$ Each of the Parties acknowledge that they must obtain independent legal advice on the terms and conditions of this Memorandum of Understanding and they owe themselves the responsibility to seek translation, interpretation and all other actions necessary to ensure that they understand the full purport of the provisions setting out their obligations contained herein.
• $3.2.$ Each of the Parties shall bear its own cost and expenses (including legal costs) connected with the preparation and execution of this Memorandum of Understanding.

GOVERNING LAW & JURISDICTION 4.

• It is agreed that where there are any dispute arising from or under this Agreement $5.1$ or any other collateral Agreement then both parties agree to irrevocably submit to the Courts of Western Australia and to be bound by the laws of Western Australia.
• $5.2$ For avoidance of doubt both Richfield and Advanz signify that they have entered into this Agreement on their own free will and not from any duress or threat.

5. INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIAL INFORMATION AND INVENTIONS

$5.1.$ It is hereby agreed that all intellectual property rights; copyrights, trade marks, patents and designs and all inventions are and will remain solely the property of the respective parties.

$5.2.$ In the course of carrying out the due diligence and discovery process there will inevitably be exposed confidential information, which may or may not be critical to the respective businesses. As such, it is also agreed that all such information discovered or revealed, except where such information are commonly available to identical or similar industry, then such confidential information shall not be released, transferred, divulged or communicated to any Third Party who may or may not be competitors of the respective parties' Company.

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The common seal of ٦ is affixed hereto in this $2\sqrt{ }$ day of July 2004 in the presence of:- $1.1$ (Name) Arely Kua
(Designation) Director / Secretary CEO (Date) volflou $2₁$ (Name) Director / Secretary (Designation) (Date) The common seal of is affixed hereto in this $\partial G$ day of July 2004 in the presence of: $\mathbf{1}$ . (Name) $\sim$ TA CIC BA I Director / Secretary (Designation) $\subset$ E $\circ$ (Date) $0 \leq \frac{1}{2}$ or $2.$ (Name) Director / Secretary (Designation) (Date)

70.9

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