EV RESOURCES LTD — Regulatory Filings 2006

Nov 16, 2006

RICHFIELD GROUP LIMITED

ABN 66 009 144 503

LEVEL 1, 9 BOWMAN STREET, SOUTH PERTH WA 6151 TELEPHONE: (+61 8) 9367 8133 FACSIMILE: (+61 8) 9367 8812 LISTED ON THE AUSTRALIAN STOCK EXCHANGE

The Manager Company Announcements The Australian Stock Exchange 2 The Esplanade PERTH WA 6000

17 November 2006

Via Electronic Lodgement

Dear Sir/Madam

Corporate Governance - Annual Report

Richfield Group Limited advises the corporate governance principles outlined in the Corporate Governance Statement of its June 2006 Annual Report are not in strict compliance with the ASX Principles of Good Corporate Governance. The Company wishes to correct the inconsistencies in the Corporate Governance Statement.

The Company acknowledges that the essential Corporate Governance Principles in its June 2006 Annual Report should be as follows:

• 1. Lay solid foundations for management and oversight;
• 1. Structure the board to add value;
• 1. Promote ethical and responsible decision making;
• 1. Safeguard integrity in Financial Reporting;
• 1. Make timely and balanced disclosure;
• 1. Respect rights of shareholders:
• 1. Recognise and manage risk;
• 1. Encourage enhanced performance;
• 1. Remunerate fairly and responsibly;
• 1. Recognise the legitimate interests of stakeholders.

Because of the size of the board and the level of activity of the Company, the board is yet to adopt a structure of corporate governance as defined above. Consideration is being given to each of the principles and recommendations above and the board will ensure the necessary policies are adopted as required by the Company.

Furthermore the Company wishes to include additional information (outlined below) into the Corporate Governance Statement in the June 2006 Annual Report so as to rectify any deficiencies in the content of the Corporate Governance Statement.

Nomination Committee

The Company does not have a nomination committee. The Company considers that the costs of having a nomination committee for a public company of its size outweigh any perceived benefits to members.

All matters that might be dealt with by such a committee are subject to discussion by the board of directors ("Board") at meetings of the Board.

Risk Assessment and Management

The Company has not established a risk management committee. The Company considers that the costs of having a risk management committee for a public company of its size outweigh any perceived benefit to members. All matters that might be dealt with such a committee are subject to discussion at meetings of the Board.

Directors' Independence

The Board has adopted the definition of independence from the Australian Stock Exchange Principles of Good Corporate Governance and Best Practice Recommendations. These stipulate that an independent directors is a non-executive director and:

• is not a substantial shareholder of the company or an officer of, or otherwise $\bullet$ associated directly with, a substantial shareholder of the company, where substantial shareholder is defined by section 9 of the Corporations Act.
• within the last three years has not been employed in an executive capacity by the company or group, or been a director after ceasing to hold any such employment.
• within the last three years has not been a principal of a material professional advisor or a material consultant to the company or group, or an employee associated with the service provided.
• Is not a material supplier or customer of the company or group, or an office of or otherwise associated directly with a material supplier or customer.
• has no material contractual relationship with the company or another group member other than as a director of the company.
• has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.

• is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount greater than or equal to 10% of the appropriate base amount is considered material for these purposes. Purchases of the company's products by the directors under normal terms and conditions, and director's fees, shall ordinarily be ignored for the purpose of the materiality test.

Recent thinking on corporate governance has introduced the view that a director's independence may be perceived to be impacted by lengthy service on the Board. To avoid any potential concerns, the Board has determined that a director will not be considered independent if he or she has served on the Board for a period exceeding 12 years.

Chairman and Managing Director

The Chairman is responsible for leading the Board, ensuring that Board activities are organised and efficiently conducted and for ensuring directors are properly briefed for meetings. The Managing Director is responsible for implementing strategies and policies. The Board charter specifies that the Chairman cannot be the Managing Director or a former Managing Director of the company.

The Chairman meets regularly with the Managing Director.

Commitment

The Board held one Board meeting during the year. The Company has adopted the practice of preparing circular resolutions.

Although the company does not prevent directors from accepting appointments outside the company, no appointments of this nature were accepted or performed during the year ended 30 June 2006.

Prior to appointment, non-executive directors are required to acknowledge that they will have time available to properly discharge their responsibilities to the company. The annual performance assessment of Board members also addresses this issue.

Conflict of Interests

Should entities connected with the directors have business dealings with the economic entity during the year, the directors concerned declare their interests in those dealings and take no part in decisions relating to them.

Independent Professional Advice

Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company's expense. Prior written approval by the Chairman is required, which will not be unreasonably withheld.

Performance Assessment

The Board undertakes an annual self-assessment of its performance and that of its committees. The assessment includes a review of the Board charter. Board composition, committee structure and functions of the Board. Each Board committee also undertakes an annual self-assessment of its performance and achievement of committee objectives.

Part of the performance evaluation of the Board is to review the independence of directors and ensure directors collectively have the appropriate mix of skills required to maximise their effectiveness and ensure the company is able to meet its goals and objectives. The Board is satisfied that it is discharging its obligations and that the company is well positioned to continue to meet its goals and objectives.

External Auditors

The company policy is to appoint external auditors who demonstrate competence and independence. The performance of the external auditors is reviewed annually. Bentley's MRI Perth Partners were appointed as the external auditors.

An analysis of fees paid to the external auditors, including a break down of fees for non-audit services, is provided at note 7 in the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board.

The external auditors is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Code of Conduct

The company has developed a statement of values and a Code of Conduct ("the Code"). The Code is regularly updated to ensure it reflects the high standards of behaviour and professionalism and the practices necessary to maintain the company's integrity.

The Code contains details of the company's policy with respect to trading of the company's securities by directors of employees.

Continuous Disclosure and Shareholder Communication

The Company is committed to complying with its continuous disclosure obligations and seeks to provide relevant and timely information to shareholders and investors through ASX releases and written reports.

The Company secretary has been appointed as the person responsible for communications with the Australian Stock Exchange ("ASX"). This person is also responsible for ensuring compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and coordinating information disclosure to the ASX, brokers, shareholders, media and the public.

The Company has policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the company and its controlled entities that a reasonable person would expect to have a material effect on the price of the company's securities. Such policies and procedures include mechanisms for ensuring relevant matters are communicated and that the information is released in a timely and balanced matter.

When analysts are briefed on aspects of the Company's operations the material used in the presentations is first released to the ASX.

All shareholders are entitled to receive a copy of the company's annual report.

Yours faithfully

Simon Headon Company Secretary Richfield Group Limited