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EV RESOURCES LTD Regulatory Filings 2007

Dec 5, 2007

64887_rns_2007-12-05_fc659aa2-5eb5-4a9c-88d9-6033c9cda2b1.pdf

Regulatory Filings

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RICHFIELD GROUP LIMITED

ABN 66 009 144 503

SUITE 2, LEVEL 10, 3 SPRING STREET, SYDNEY NSW 2000 TELEPHONE: (+612) 9256 8888 FACSIMILE: (+612) 9256 8810 LISTED ON THE AUSTRALIAN STOCK EXCHANGE

6 December 2007

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

Dear Sir/Madam,

Richfield Group Limited - Information Under Appendix 7A of the ASX Listing Rules

Richfield Group Limited (ASX:RCH) ("the Company") announced today as required by Appendix 7A of the Listing Rules -

  • The date of allotment of the option securities is $-6$ December 2007 $\bullet$
  • The number of option securities for which quotation is sought is $-534,176,013$ . $\bullet$
  • The Company confirms that the option securities have been allotted into the issuer $\bullet$ sponsored sub-registry.
  • A statement setting out the issued capital of the Company following the allotment $\bullet$ accompanies this announcement in the form of an Appendix 3B.
  • $\bullet$ The 20 largest holders of the class of option securities and the percentage held by each is as follows -
Rank Name Units %
Impact Nominees Pty Ltd 120,000,000 22.46
2 Tricom Nominees Pty Ltd 100,000,000 18.72
3 Ellamar Pty Ltd 50,000,000 9.36
4 Ashes Capital Pty Ltd 40,000,000 7.49
5 Tendeka Holdings Pty Ltd 20,000,000 3.74
6 Mr Wayde David Knight 10,500,000 1.97
Bargrae Nominees Pty Ltd 10,000,000 1.87
8 Delmace Pty Ltd 9,000,000 1.68
9 Great Eastern Holdings Pty Ltd 8,000,000 1.50
10 Capewind Nominees Pty Ltd 6,000,000 1.12
11 Kalgoorlie Mine Management Pty Ltd 6,000,000 1.12
12 Ravenhill Investments Pty Ltd 6,000,000 1.12
13 Fanucci Pty Ltd 4.000.000 0.75
Rank Name ı İnits
Foxwood Nominees Pty Ltd 4,000,000
$\overline{5}$ Kobia Holdings Pty Ltd 4,000,000
6 LJM Capital Corporation Pty Ltd ,000,000
PPB Capital Pty Ltd 4,000,000
Princeview Pty Ltd
Sabreline Pty Ltd 3,500,000
Santino Pty Ltd

A distribution schedule of the options showing the number of holders in each category $\bullet$ is as follows -

Size of Holding No. of
Holders
No. of
Options Held
to $1.000$
1,001 to 5,000 165,038
,001 to 10,000 165,203
10,001 to 100,000 .044.140
100,001 to (Max) 532,801,632
534,176,013

Yours faithfully,

$PP$ Luke Martino Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

RICHFIELD GROUP LIMITED

ABN

66 009 144 503

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ +Class of +securities issued or to be issued

Share Options

534,176,013 options

$\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued

$\overline{3}$ Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates payment: for $if$ +convertible securities, the conversion price and dates for conversion)

534,176,013 options available for purchase by shareholders of the company existing at 30 October 2007 for the sum of \$0.001 per option and exercisable at \$0.01 by option holders.

Options are exercisable by option holders between the date the quotation of the options on ASX commences, estimated to be 7 December 2007 and 21 May 2009.

+ See chapter 19 for defined terms.

4 Do the + securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
*securities?
If the additional securities do not
Application will be made for the options to be
quoted.
When exercised the options will result in the
creation of ordinary shares which will rank pari
passu in all respects with the existing ordinary
rank equally, please state:
the date from which they do
which
extent to
they
the
participate for the next dividend,
case of a
trust.
the
(in
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
shares.
distribution or interest payment
5. Issue price or consideration \$0.001 per option exercisable after 21
November 2007 for one ordinary share on the
payment of \$0.01.
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
To raise working capital
7 Dates of entering + securities into
uncertificated holdings or despatch
of certificates
Number +Class
8 +class
of
all
Number
and
534,176,013 ordinary shares
ASX
+ securities
quoted
on
( including the securities in clause 2
if applicable)
534,176,013 options

+ See chapter 19 for defined terms.

$\ddot{\phantom{a}}$

Number + Class
9 Number
and + class of all N/A
*securities not quoted on ASX
( including the securities in clause 2
if applicable)

$10$ Dividend policy (in the case of a $\lceil$ Dividends are payable on shares created as a trust, distribution policy) on the result of exercise of the share options increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder
approval
required?
No
12 Is the issue renounceable or non-
renounceable?
Non-renounceable
13 Ratio in which the + securities will
be offered
I option for every one ordinary share held by
Australian and New Zealand resident
shareholders as at 5.00pm (Sydney time) on 30
October 2007, at the cost of \$0.001 per
option
14 + Class of + securities to which the
offer relates
Options to acquire ordinary shares
15 *Record
date
determine
to
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
Yes
17 Policy for deciding entitlements in
relation to fractions
Fractional entitlements will be rounded up to
the nearest whole number of ordinary shares
18 Names of countries in which the
entity has "security holders who
will not
he.
sent new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
All countries other than Australia and New
Zealand. Shareholders with registered
addresses in countries other than Australia and
New Zealand are non-qualifying shareholders
who will be sent the prospectus only for
information.
19 Closing
date
for
receipt
of
acceptances or renunciations

. . . . . . . . . . . . . . . . . . . .

Appendix 3B Page 3

$\ddotsc$

20 Names of any underwriters Ashes Capital Pty Ltd
21 Amount of any underwriting fee or
commission
A fee equal to 5% of the gross proceeds of the
option issue is payable by the company to
Ashes Capital
22 Names of any brokers to the issue Ashes Capital Pty Ltd
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee payable
to brokers who lodge acceptances
renunciations on
behalf of
0r
*security holders
25 If the
issue is contingent on
*security holders' approval, the date
of the meeting
N/A
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
N/A
28 Date rights trading will begin (if
applicable)
N/A
29 Date rights trading will end (if
applicable)
N/A
30 How do "security holders sell their
entitlements in full through
- a
broker?
N/A
31 How do + security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A

$\ddot{\phantom{a}}$

$\bar{\bar{z}}$

$\ddot{\phantom{1}}$

$\bar{z}$

32 How do $+$ security holders dispose of $\big[ N/A \big]$ their entitlements (except by sale through a broker)?

33 +Despatch date

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________

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities (tick one)
  • $(a)$ Securities described in Part 1 ΙXΙ
  • $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the 'securities are 'equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

If the +securities are +equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought
  • 39 Class of +securities for which quotation is sought
  • 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted *securities?

If the additional securities do not rank equally, please state:

  • the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment
  • 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number + Class

+ See chapter 19 for defined terms.

Quotation agreement

  • +Quotation of our additional +securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the +securities on any conditions it decides.
  • We warrant the following to ASX. $\overline{2}$
  • The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\Delta$ information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$== == == == == ==$

Sign here:

Date: .6 December 2007 Company Secretary

Print name:

+ See chapter 19 for defined terms.