EV RESOURCES LTD — AGM Information 2006

Oct 30, 2006

RICHFIELD GROUP LIMITED ABN 66 009 144 503

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

CORPORATE REPRESENTATIVE FORM

2.30pm WST TIME:

DATE: Thursday, 30 November 2006

PLACE: Board Room Nissen Kestel Harford Level 1, 9 Bowman Street South Perth Western Australia

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement 4

Proxy Form

Corporate Representative Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Richfield Group Limited which this Notice of Annual General Meeting relates to will be held at 2.30pm WST on Thursday, 30 November 2006 in the Board Room of Nissen Kestel Harford, Level 1, 9 Bowman Street, South Perth, Western Australia.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above. The meeting will commence at 2.30pm WST.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• deliver the proxy form by hand to the Company's registered office at Level 1, 9 Bowman $(a)$ Street, South Perth, Western Australia, 6151; or
• send the proxy from by facsimile to the Company Secretary on facsimile number (61 8) 9367 $(b)$ 8812: or
• send the proxy form by post to the Company Secretary at PO Box 261 South Perth. Western $(C)$ Australia, 6159.

so that it is received no later than 2.30pm WST on 28 November 2006.

Proxy forms received later than this time will be invalid.

POINT AT WHICH VOTING RIGHTS ARE DETERMINED

The Corporations Act permits the Company to specify a time not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board of Directors has passed a resolution to the effect that all Shares of the Company that are quoted on the ASX at 5.00pm WST on 28 November 2006 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of Corporate Representative Form is enclosed if required.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Richfield Group Limited will be held in the Board Room of Nissen Kestel Harford, Level 1, 9 Bowman Street, South Perth, Western Australia at 2.30pm WST on Thursday, 30 November 2006.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company on 28 November 2006 at 5.00pm WST.

AGENDA

ADOPTION OF THE ANNUAL REPORT

To receive the Annual Report, including the Directors' Declaration and accompanying Reports of the Directors and Auditors for the period ending 30 June 2006.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

"To adopt the Remuneration Report as contained in the Financial Statements and Reports for the year ended 30 June 2006."

Short Explanation: The vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - ELECTION OF MR CHRISTOPHER BAI AS DIRECTOR

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

"That, Mr Christopher Bai,, who retires in accordance with the provisions of the Company's Constitution and the Listing Rules of Australian Stock Exchange Limited and being eligible offers himself for re-election, is re-elected as a Director of the Company."

Short Explanation: Clause 12.2 of the Constitution requires that at the Company's Annual General Meeting one third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

GENERAL BUSINESS

To consider any other business that may be brought forward in accordance with the Constitution of the Company or the law.

DATED: 24 October 2006

BY ORDER OF THE BOARD

MR SIMON HEADON COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Company's 2006 Annual General Meeting.

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

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting.

FINANCIAL STATEMENTS AND REPORTS

The first agenda item is to receive the financial statements and reports of the Company for the period ended 30 June 2006, comprising the Financial Statements, Directors' Report, Directors' Declaration and Independent Audit Report.

No resolution is required in respect of this agenda item. However, it provides Shareholders with the opportunity to ask questions of the Company's Directors and auditors in relation to the Company's results for that financial year.

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

At a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.

The Remuneration Report of the Company for the financial year ending 2006 is set out in the Director's Report contained in the Company's Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for the executive and non-executive Directors and executive employees of the Company.

A reasonable opportunity will be given for the discussion of the Remuneration Report at the meeting. Shareholders should note that the vote on this resolution is advisory only and does not bind the Company or the Directors.

RESOLUTION 2 - ELECTION OF MR CHRISTOPHER BAI

Listing Rule 14.4 of the ASX Listing Rules and clause 12.2 of the Constitution requires that at the Company's Annual General Meeting one third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

ENQUIRIES

Shareholders are required to contact the Company Secretary on (61 8) 9367 8133 if they have any queries in respect to the matters set out in these documents.

APPOINTMENT OF PROXY RICHFIELD GROUP LIMITED ABN 66 009 144 503

SHAREHOLDER ⇨ Name, address and daytime telephone number of Shareholder of Richfield Group Limited	Name
	Address
	.
	Daytime phone no
APPOINTS ⇨ or, if no person is named, the Chairman of the Meeting to vote in accordance with the following directions or, if no directions have been given, as the proxy or the Chairman sees fit at the Annual General Meeting of the Company to be held on 30 November 2006, commencing at 2:30pm WST and at any adjournment thereof.	Insert here the name of the person you wish to appoint as proxy. Shareholders cannot appoint themselves. The Chairman of the meeting will act as your proxy if you do not appoint someone. Name of proxy - please print
SIGNATURE OF SHAREHOLDER(S) 3 All single or joint holders of shares must sign this form.
Signature Signature	Signature
Date Date	Date
or in the case of a company:
The COMMON SEAL of the company is affixed in accordance with its constitution in the presence of:/Executed by the company by its duly authorised officers in accordance with sub-section 127(1) of the Corporations Act:*
	Signature of Director Name of Director (Print)
.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Signature of Director/Secretary
.	Name of Director/Secretary (Print)
or signed by delete as appropriate	under Power of Attorney on behalf of the company

This proxy form must be signed by the Shareholder and, in the case of joint Shareholders, by each of the joint
Shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of Corporations Act. In the case of a Sole Director/Secretary company, please indicate "Sole Director". If this proxy form
is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy b declaration) must be forwarded with the proxy form.

	PROXY'S VOTING INSTRUCTIONS	FOR	AGAINST	ABSTAIN	PROXY'S DISCRETION
Resolution 1.	Adoption of Remuneration Report
Resolution 2.	Election of Mr Christopher Bai as Director

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in the "FOR", "AGAINST" and "ABSTAIN" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

If you do not wish to direct your proxy how to vote, you must place a mark in the box above headed "PROXY'S DISCRETION". By marking this box, you acknowledge that the Chairman (if appointed as your proxy) may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

The Chairman intends to exercise your proxy to vote FOR each of the resolutions.

APPOINTMENT OF A SECOND PROXY 5 (OPTIONAL)

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Simon Headon on (08) 9367 8133 to obtain a second Both forms should be completed with the form. nominated percentage of your voting rights on each form. Please return the proxy forms together.

RICHFIELD GROUP LIMITED ABN 66 009 144 503

Instructions for Completing 'Appointment of Proxy' Form

• A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not $1.$ more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• Corporate shareholders should comply with the execution requirements set out on the proxy form 3. or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• $\bullet$ directors of the company;
• a director and a company secretary of the company; or $\bullet$
• for a proprietary company that has a sole director who is also the sole company ٠ secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section $127(1)$ or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• $4¹$ Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
• 1. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
• 1. To vote by proxy, please complete and sign the proxy form enclosed:
• (a) deliver the proxy form by hand to the Company's registered office at Level 1, 9 Bowman Street, South Perth, Western Australia 6151; or
• (b) send the proxy form by facsimile to the Company on facsimile number (61.8) 9367 8812; or
• (c) send the proxy form by post to the Company Secretary at PO Box 261 South Perth, Western Australia, 6159

so that it is received no later than 2.30pm WST on 28 November 2006.

Proxy forms received later than this time will be invalid.

CORPORATE REPRESENTATIVE FORM

APPOINTMENT OF CORPORATE REPRESENTATIVE RICHFIELD GROUP LIMITED ABN 66 009 144 503

Shareholder Details

This is to certify that by a resolution of the Directors of:

Insert name of Shareholder Company

the Company has appointed:

Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the Annual General Meeting of the members of Richfield Group Limited to be held on 30 November 2006 and at any adjournments of that meeting/all meetings of the members of Olympia Resources Limited.

$\mathcal{E}$

١

	DATED
--	-------	--

Please sign here

Executed by the Company in accordance with its constitution

Signed by authorised representative

Name of authorised representative (print)

Signed by authorised representative

Name of authorised representative (print)

Position of authorised representative (print)

Position of authorised representative (print)

Instructions for Completion

• Insert name of Appointer Company and the name or position of the appointee (e.g. "John Smith" or "each $\mathbf{L}$ director of the Company").
• Execute the Certificate following the procedure required by your Constitution or other statutory documents. $\overline{2}$ .
• Print the name and position (e.g. director) of each company officer who signs this Certificate on behalf of the $\overline{3}$ . company.
• Insert the date of execution where indicated. $\overline{4}$ .
• To vote as a corporate representative, please complete and sign this form, and: $5.$
• deliver the form by hand to the Company's registered office at Level 1, 9 Bowman Street, South Perth, i. Western Australia 6151: or
• send the form by facsimile to the Company on facsimile number (61 8) 9367 8812; or ii.
• iii. send the form by post to the Company Secretary at PO Box 261 South Perth, Western Australia, 6951; or
• hand in at the Annual General Meeting. iv.