RICHFIELD GROUP LIMITED ABN 66 009 144 503

PROSPECTUS

A fully underwritten non-renounceable Rights Issue of one \$0.01 option for every

1 Ordinary Share

UNDERWRITER TO THE RIGHTS ISSUE ASHES CAPITAL PTY LTD ABN 30 123 222 748

This Prospectus is dated 18 October 2007

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
PLEASE READ THIS PROSPECTUS CAREFULLY IN ITS ENTIRETY AND CONSULT YOUR

STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER IF YOU ARE
IN ANY DOUBT AS TO HOW TO DEAL WITH IT. INVESTMENT IN THE COMPANY SHOULD
BE CONSIDERED SPECULATIVE.

IMPORTANT NOTICE

This Prospectus is dated 18 October 2007 and was lodged with ASIC on that date with the consent of all the Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than the Expiry Date. The Entitlement and Acceptance Form accompanying this Prospectus is important. Please refer to the instructions in section 5 of this Prospectus regarding the acceptance of your Entitlement. Applications can only be submitted on a valid Entitlement and Acceptance Form that is only available with this Prospectus.

No overseas offering

The offer to Eligible Shareholder's subscribe for options to acquire securities that is made in this Prospectus does not constitute a public offer in any jurisdiction other than Australia and New Zealand. 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 invitation. No action has been taken to lodge this Prospectus in any jurisdiction outside of Australia, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia and New Zealand.

This Prospectus is not to be distributed in, and no offer of New Share Options is to be made in countries other than Australia and New Zealand. Applicant residents outside Australia should consult their professional adviser as to whether any consents are required or whether any formalities need to be observed in the jurisdiction of their residence to enable them to accept their Entitlement pursuant to the Offer. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not confer any Rights on or Offer to Non-Qualifying Shareholders.

Note to Applicants

This document is important and should be read in its entirety before deciding to participate in the Offer. This Offer does not take into account the investment objectives, financial or taxation situation or particular needs of any Applicant, whether a Shareholder or a potential investor. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other financial adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in section 6.

By returning an Entitlement and Acceptance Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus. Applicants returning an Entitlement and Acceptance Form represent and warrant that they are an Australian resident.

Glossary, financial amounts and time

Definitions of certain terms used in this Prospectus are contained in section 9. All references to currency are to Australian dollars and all references to time are to Sydney time, unless otherwise indicated.

No Trading of Rights

The Rights Issue is not renounceable which means that Shareholders who do not wish to take up all of their Entitlement cannot sell their Rights. It is important that Eligible Shareholders who wish to accept their Entitlement (or part thereof) do so before the Closing Date as Eligible Shareholders who do not accept the Offer prior to the Closing Date will receive no benefits. An Entitlement and Acceptance Form is enclosed with this Prospectus.

Trading of Options

Application will be made within seven days of the date of this Prospectus for the New Share Options to be quoted on the ASX. If the New Share Options are not admitted to ASX within three months of the date of this Prospectus the Company will take such action as is required under section 742 of the Corporations Act. The Company will not pay interest on any Application money returned.

	IMPORTANT NOTICE
	IMPORTANT DATES
	LETTER FROM THE CHAIRMAN
$1.$ $\blacksquare$	RIGHTS ISSUE OVERVIEW
2.	COMPANY INFORMATION
3.	PURPOSE AND EFFECT OF THE RIGHTS ISSUE
4.	DETAILS OF RIGHTS ISSUE
5.	ACTION REQUIRED BY SHAREHOLDERS
6.	RISKS
7.	ADDITIONAL INFORMATION
8.	DIRECTOR'S AUTHORISATION
9.	DEFINITIONS

IMPORTANT DATES

Date of Prospectus		18 October 2007
Record Date to determine Entitlements under the Rights Issue	$\ddot{\phantom{0}}$	30 October 2007
Prospectus and Entitlement and Acceptance Form despatch completed		7 November 2007
Closing Date for acceptances		5:00pm on 21 November 2007
Trading of New Share Options on a deferred settlement basis commences		22 November 2007
Allotment and issue of New Share Options	$\ddot{\phantom{0}}$	28 November 2007
Despatch of option certificates	$\bullet$	29 November 2007
Trading of New Share Options on a normal $(T+3)$ settlement basis commences		30 November 2007
Last day to exercise New Share Options	$\ddot{\phantom{a}}$	5:00 pm on 21 May $(+18)$ months) 2009

This timetable is indicative only and subject to change. The Directors generally reserve the right to vary these dates, including the Closing Date without prior notice. The Directors also reserve the right not to proceed with the whole or part of the Rights Issue any time prior to allotment. In that event, the relevant Application Money will be returned without interest.

LETTER FROM THE BOARD

Dear Shareholder.

The Directors are pleased to offer you an opportunity to participate in Richfield Group's Rights Issue, in which one New Share Option will be granted for every one Ordinary Share at an issue price of \$0.001 per share option and which New Share Option is exercisable within 18 months of the issue date at an exercise price of \$0.01. If fully subscribed, it will result in the issue of 534,176,013 New Share Options, raising approximately \$534,176 (less costs).

The Rights Issue provides an opportunity for Eligible Shareholders to participate in an option issue. The Rights Issue is fully underwritten by Ashes Capital.

To the extent there is any shortfall under the Rights Issue the Company, Ashes Capital has agreed to underwrite the offer to take up (or at its discretion to place), the entirety of any shortfall, at the Offer Price.

The funds raised from subscriptions for New Share Options under this Offer will increase the Company's cash on hand and working capital and will primarily assist us in our efforts to investigate appropriate business opportunities in a timely manner.

The Directors draw your attention to the courses of action available to you as set out in section 5. Your Entitlement to the New Share Options is set out on the accompanying Entitlement and Acceptance Form.

The Directors also draw your attention to Section 6, Risks, and ask that you carefully consider the potential risks outlined before making an investment under this Prospectus.

The proceeds of the Rights Issue will provide the Company with additional financial capability to better consider whether to pursue business opportunities as they arise with the aim of providing for the future potential of the Company. On behalf of the Board, I encourage you to consider the contents of this Prospectus and invite you to participate in the Rights Issue.

Yours sincerely,

$\mathbb{R}$ Steven Pynt Chairman

Mark Balfour

Director

18 October 2007

$1.$ RIGHTS ISSUE OVERVIEW

This section provides an overview of the Rights Issue. Before deciding whether to take up all or part of your Entitlement, this Prospectus should be read in its entirety.

$1.1$ Shares on issue

The Company presently has 534,176,013 quoted Shares on issue.

1.2 Rights Issue

The Company is now making a non-renounceable Rights Issue of New Share Options to Eligible Shareholders.

The Rights Issue will entitle each Eligible Shareholder to the right to subscribe for 1 New Share Option for every 1 Ordinary Share held by the Shareholder on the Record Date, 5.00 pm (Sydney time) on 30 October 2007, at an issue price of \$0.001 (one tenth of one cent) per New Share Option. New Share Options are exercisable at any time within eighteen (18) months of the issue date at an exercise price of \$0.01 (one cent) per New Share Option.

$1.3$ Eligibility to Participate in Rights Issue

All Shareholders holding Shares on the Record Date are eligible to participate in the Rights Issue other than shareholders with registered addresses outside Australia or New Zealand (see section 4.10 for further details).

An Entitlement and Acceptance Form setting out your Entitlement to New Share Options accompanies this Prospectus.

Shareholders are not obliged to take up their Entitlements but those who do not do so will have their percentage shareholding in the Company diluted, when Optionholders decide to exercise their options.

$1.4$ No application for additional New Share Options

Eligible Shareholders may not apply for additional New Share Options in excess of their Entitlement. In the event that there is a shortfall of acceptances under the Rights Issue and in respect of all Non-qualifying Shareholders then the Underwriter, Ashes Capital, will itself take up, (or at its discretion place with sub-underwriters) any shortfall at the Offer Price.

1.5 Size of the Rights Issue

Under the Rights Issue, up to 534,176,013 New Share Options are being offered. This Rights Issue will

raise up to \$534,176 before costs. It is expected that approximately \$111,650 will be applied to the expenses of the Rights Issue.

The Rights Issue is fully underwritten.

1.6 Important Dates

There are a number of important dates in relation to the Rights Issue, including the Closing Date for acceptances of Entitlements. The Closing Date 5:00 pm (Sydney time) on 21 November 2007 unless varied by the Directors without further notice being given.

$1.7$ No Rights Trading

The New Share Options to be issued under the Rights Issue are non-renounceable which means that there will not be any trading of all or part of an Eligible Shareholder's rights to subscribe for New Share Options, on the ASX and Eligible Shareholder's can not otherwise sell, transfer or dispose of their Entitlements.

1.8 Options Trading

Application will be made for the New Share Options to be quoted on the ASX. Trading will commence on or about 22 November 2007 and cease on or about 21 May 2009 when the New Share Options will expire. Applicants should confirm their holding of New Share Options before engaging in any trading activity.

1.9 Actions Required by Shareholders

Further details of the Rights Issue are set out in section 4 and an explanation of the action required by Eligible Shareholders is set out in section 5.

1.10 Risk Factors

There are a number of risk factors associated with an investment in the Company which are set out in detail in section 6. Eligible Shareholders should read these risk factors carefully before taking up their Entitlements.

The key risks are:

the Company's Shares are illiquid and $\bullet$ investors may not be able to sell the New Share Options or upon exercise of those options the New Shares when investors want to sell them or for a price that is acceptable to the investor;
the Company is presently considering what activities or business it will

ultimately undertake and may never find a suitable business or undertaking to pursue;

if delays are experienced in finding a $\bullet$ suitable business or undertaking, the company may have difficulty in retaining its listing status pursuant to ASX Listing Rule 12.3;
there is no guarantee that the Company $\bullet$ will obtain the approvals required for the conduct of an undertaking or business that the Company chooses to pursue (if any);
the undertaking or business in which the $\bullet$ Company eventually engages (if any) may not be in an industry or sector in which you are interested in investing;
any undertaking or business that the Company pursues is likely to be speculative and may fail completely;
any undertaking or business acquired by the Company (if any) may require further capital which the Company may not be able to raise on suitable terms; or
as a result of exercise of the New Share Options or any other capital raising that the Company may undertake, the
percentage holding of Shareholders in the Company could be diluted.

$2.$ COMPANY INFORMATION

$2.1$ Introduction

Richfield Group has for some time ceased to have any operational activity or tangible asset (other than cash) of any significance. The Directors have been actively engaged in seeking investment or commercial opportunities in the Information Technology industry and, specifically the wholesale retails and sales market for computer hardware/software peripherals and computer consistent with the principal business activities for which it was incorporated and ultimately listed on ASX. Such opportunities have been found to be difficult to progress having regard to the capital funding and human resources available to the company during the past twelve months.

At the date of this Prospectus, Richfield Group is investigating and considering the wisdom and prudence of directing the Company's activity focus away from IT towards other industries, such as the resources industry where many more potential business and investment opportunities are available and enhanced value of shareholder interests may be possible.

Should any of these opportunities materialise into an investment or acquisition opportunity, it is contemplated that the Company's share capital may need to be rationalised in order to attract the level of capital investment required to reflect the value of the targeted business opportunity and to provide value for shareholders. Such rationalisation may include the need to consolidate the Company's share capital by a ratio of up to 30:1 and may require Shareholder approval.

2.2 Progress to Date

The Company has made some progress in its consideration of business and investment opportunities since it raised further capital by a share placement in February 2007. A number of business and investment opportunities both within and outside the IT sector have been considered and the Directors are open to a change in the strategic direction of the Company where the best interests of all shareholders are served.

$3.$ PURPOSE AND EFFECT OF THE RIGHTS ISSUE

$3.1$ Purpose of the Rights Issue

The maximum amount able to be raised under this Rights Issue is \$534,176 before costs, which amount is underwritten by Ashes Capital.

The net proceeds of the Rights Issue will be used to fund ongoing Company expenditure as it pursues its goal of a strategic acquisition either within or outside of the IT industry.

The proceeds raised from the Rights Issue will contribute towards the funding of those costs as listed at 3.2 below.

$3.2$ Allocation of proceeds

If this Rights Issue is fully subscribed the Company expects to have, on completion, approximately \$804,066 of available funds, comprising current cash of \$381,538 and subscription proceeds from this Offer of \$422,528 (after costs of this Offer). The Directors expect this to be sufficient to fund the Company's current operations and to provide funding for investigating and securing opportunities of potential acquisitions for a period of at least 12 months.

In that event, it is the intention to apply the available funds as follows:

Costs of this offer:
Corporate administration;
Merger and acquisition investigation expenses; and
Investment acquisition costs. $\bullet$

If the Company finds a business, asset or undertaking that the Directors consider should be acquired, it is likely that the Company will need to raise further capital, which it may or may not be able to do on suitable terms at that time.

$3.3$ Effect of the Rights Issue

The principal effects of the Rights Issue, if fully subscribed, will be to:

increase the Company's cash reserves by approximately \$534,176 before taking into account the costs of the Rights Issue or approximately \$422,528 after costs;
provide the Company with additional capital for the purposes referred to in section 3.2; and

create a new class of quoted securities, being the $\ddot{\bullet}$ New Share Options of 534,176,013 (refer section $3.4$ ).

consolidated Pro-forma historical financial information is provided in the following paragraphs summarising the anticipated financial effect of the Rights Issue.

$3.4$ Effect of the Rights Issue on capital structure

The approximate effect of the Rights Issue on the Company's issued share capital and subsequent exercise of the new Share Options, will be as follows:

Ordinary Shares at of date Prospectus	New Share Options to be issued pursuant to this offer	Total issued capital after exercise of all New Share Options
534,176,013	534,176,013	1,068,352,026

Note: This table assumes that all New Share Options are exercised prior to their expiry. Some or all of those options may not be exercised resulting in a lower total number of Shares on issue than the number estimated in this table.

$3.5$ Effect of the Rights Issue on Company's financial position

Set out below is the Consolidated Balance Sheet of the Company as at 30 September 2007, and a pro forma Consolidated Balance Sheet of the Company after the Rights Issue neither of which have been subject to review or audit.

Since 30 June 2007, when audited financial statements were last produced, the material movement in the Company's Consolidated Balance Sheet has been a reduction in Cash of \$37,334.

The financial information prepared below is prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS) and is consistent with the accounting principles adopted by the Company in its financial report to 30 June 2007.

	30 Sep 07	Rights	30-Sep-07
	$(Un-$	Issue	(Proforma)
	Audited)	Proceeds	S
	\$	- \$
Current
Assets
Cash	381,538	422,528	804,066
Receivables	17,342		17,342
Total Current
Assets	398,880	422,528	821,408
Non Current
Asset
Other
Financial
Assets	22,378		22,378
Total Non
Current
Assets	22,378		22,378
Total Assets
	421,258	422,528	843,786

Current
Liabilities
Payables	173,465		173,465
Total
Current
Liabilities	173,465		173,465
Total
Liabilities	173,465		173,465

Net Assets	247,793	422,528	670.321

Equity
Contributed
Equity	9,223,096	422,528	9,645,624
Reserves	(3,704)		(3,704)
Accumulated
losses	(8,971,599)		(8,971,599)
Total Equity	247,793	422,528	670.321

Note, when New Share Options are exercised (if at all) the effect will be to increase the Company's net cash balance at the relevant time by the exercise proceeds. The maximum additional cash on exercise of the New Share Options is \$5,341,760.

$3.6$ Market price of Shares

The highest and lowest market prices of the Company's Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest:	\$0.013 27 July 2007
Lowest:	\$0,006 16 August 2007

The volume weighted average sale price on ASX of the Company's Shares during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC was \$0.01.

The last closing price of the Company's Shares on
ASX on the day prior to the date of lodgement of this
Prospectus with ASIC was \$0.01 on 17 October $2007.$

4. DETAILS OF RIGHTS ISSUE

$4.1$ Entitlement to New Share Options

Eligible Shareholders who are on the Company's Share Register at the close of business on the Record Date, being 5.00 pm (Sydney time) on 30 October 2007 will be entitled to acquire 1 New Share Option for every 1 Ordinary Share held. The subscription price is \$0.001 (one tenth of one cent) per New Share Option. The exercise price is \$0.01 (one cent) per New Share Option exercisable at any time up to 18 months from the Issue Date.

An Entitlement and Acceptance Form setting out your Entitlement to New Share Options accompanies this Prospectus.

Shares acquired on ASX on or after 30 October 2007 (or such other date set by the Securities Clearing House or ASX) will not receive Rights to acquire New Share Options. Buyers and sellers of Shares who trade off-market between this date and the Record Date will need to make their own arrangements about when the transfer is to be registered and who will be entitled to the Rights.

As a result of this Rights Issue, who do not take up all of their Entitlement will have their percentage shareholding in the Company diluted when New Share Options, are exercised (if any).

$4.2$ Rights Issue price

The subscription price of the New Share Options is \$0.001 per New Share Option.

4.3 Size of the Offer

Pursuant to this Prospectus, 534,176,013 New Share Options are being offered. If fully subscribed, this Rights Issue will raise up to approximately \$534,176 before costs. Approximately \$111,650 will be applied to the expenses of the Rights Issue.

4.4 No application for additional New Share Options

Eligible Shareholders may not apply for any additional New Share Options in excess of their Entitlement.

4.5 Allocation Policy and Underwriting

All Eligible Shareholders who accept the Offer will receive their Entitlement in full.

The Rights issue is fully underwritten. The Underwriter must either take any shortfall itself or may place part of the shortfall with sub-underwriters. The Underwriter must take itself or place with subunderwriters the number of New Share Options equivalent to the number of Ordinary Shares held by Non-qualifying Shareholders.

4.6 Closing Date

The closing date for acceptance of your Entitlement is 5.00 pm (Sydney time) on 21 November 2007. The Company reserves the right to cancel the Rights Issue at any time prior to allotment, in which case all Application money will be returned in full without payment of interest.

4.7 No Rights trading

An Eligible Shareholder's Rights can not be traded or otherwise sold, should you choose not to accept all or part of your Entitlement.

4.8 Non-qualifying Shareholders

The Offer in this Prospectus is not made to any Shareholder, as at the Record Date, whose registered address is not in Australia or New Zealand because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus is sent to such Shareholders for information only.

The Offer contained in this Prospectus to Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Extension of Term Amendment and Revocation of Certain Exemptions) Exemption Notice 2007 (New Zealand), by virtue of which this Prospectus is not required to be registered in New Zealand. Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any New Share Options.

Recipients may not send or otherwise distribute this Prospectus or the Entitlement and Acceptance Form to any person outside Australia or New Zealand. Envelopes containing Entitlement and Acceptance Form should not be postmarked or otherwise despatched from any country outside Australia or New Zealand. The Company reserves the right to treat as invalid any Entitlement and Acceptance Form (a) postmarked, or that appears to the Company or its agents to have been executed in or despatched, from any country outside Australia or New Zealand, (b) that provides an address in any country outside Australia or New Zealand for delivery of New Share Options or (c) which, except as otherwise agreed with the Company, does not make the representation and warranty set out in section 4 of the Entitlement and Acceptance Form.

4.9 Application money

Until the allotment and issue of New Share Options under this Prospectus, the Application Money will be held by the Company in trust in a separate bank account opened and maintained for that purpose only, in accordance with section 722 of the Corporations Act. Any interest earned on the Application Money will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place or the Application Money is refunded, for any reason.

4.10 Handling fee

The Underwriter will pay out of its own funds to participating organisations of ASX a handling fee of 1.0% of the total value of successful applications made by private clients and lodged by the participating organisation and which bear their stamp.

4.11 ASX quotation

Application will be made by the Company within seven days of the date of this Prospectus for the New Share Options to be granted quotation on the ASX, subject to successful allotment of the New Share Options to Eligible Shareholders or the Underwriter of sub-underwriters. If the New Share Options are not admitted to quotation within three months of the date of this Prospectus, the Company will take such action as is required under section 724 of the Corporations Act.

4.12 Allotment of Shares and Dispatch of Shareholding Statements

After allotment and issue of the New Share Options, upon receipt of a written notice of exercise of the New Share Options and payment of \$0.01 per New Share Option, application will be made by the Company for the Shares issued on exercise of the New Share Options to be granted quotation on the ASX.

No allotment of Shares as a result of the exercise of the New Share Options will be made until permission is granted for such New Shares to be quoted on the ASX. The New Shares will be expected to be allotted and issued and transaction confirmation statements despatched not more than fifteen (15) Business Days after the valid exercise of the New Share Options by an option holder. Shareholding statements for the New Shares will be dispatched as soon as possible after that date, but no later then the time required by ASX and the ASIC Settlement Rules.

4.13 Rights attaching to New Share Options

From allotment, the New Share Options will constitute a new class of securities. All New Share Options issued pursuant to this Prospectus will rank equally. A summary of the important rights attaching to the New Share Options is described in section 7.4 of this Prospectus.

4.14 Rights attaching to New Shares

From allotment, any New Shares issued as a result of the exercise of the New Share Options issued pursuant to the Prospectus will rank equally in all respects with existing Shares. A summary of the important rights attaching to Shares as set out in the Company's Constitution is described in section 7.5 of this Prospectus.

4.15 Rights Issue expenses

The estimated expenses of the Rights Issue if fully subscribed are outlined in the following table:

Professional fees (legal, corporate and share registry)	\$67,500
Underwriters' fees 1	\$26,700
ASIC lodgement and ASX quotation fees	\$6,700
Postage, printing & stationery	\$10,750
Total Rights Issue expenses	\$111,650

All expenses are payable by the Company. If fully subscribed, the expected net proceeds of the Rights Issue will be approximately \$422,528.

¹ The Underwriter is entitled to a fee of 5% of the amount raised pursuant to this offer.

4.16 Taxation implications

The Directors consider that it is not appropriate to give advice regarding the taxation consequences associated with the acquisition or exercising of Rights, or the subsequent disposal of any New Share Options subscribed for under this Prospectus or New Shares later created as result of the exercise of the New Share Options. The Company, its advisors and officers do not accept any responsibility or liability any taxation consequences to potential $for$ Applicants. The Directors recommend that all Eligible Shareholders consult their own professional tax advisors in connection with the acquisition or exercise of Rights subscribed for under this Prospectus.

5. ACTION REQUIRED BY SHAREHOLDERS

$5.1$ What Eligible Shareholders may do

The number of New Share Options to which Eligible Shareholders are entitled to subscribe for (your Entitlement) is shown on the accompanying Entitlement and Acceptance Form. Eligible Shareholders may:

take up all of your Entitlement in full (refer $\bullet$ section $5.2$ );
take up part of your Entitlement and allow the $\bullet$ balance to lapse (refer section 5.3); and
allow all of your Entitlement to lapse (refer section 5.4).

Non-qualifying Shareholders must not take any of the steps set out in section 5.

5.2 Taking up all of your Entitlement

If you wish to take up all of your Entitlement complete the accompanying Entitlement and
Acceptance Form for New Share Options in accordance with the instructions set out in the Entitlement and Acceptance Form. Hand in or send your completed Entitlement and Acceptance Form together with your Application Money in the amount shown on the Entitlement and Acceptance Form using the envelope provided so that it reaches the Company's Share Registry no later than 5.00 pm (Sydney time) on 21 November 2007 at the address set out below:

Richfield Group Limited Computershare Investor Services Pty Ltd Level 2, 45 St Georges Tce Perth WA 6000

Payment must be made in accordance with section 5.5.

5.3 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement and allow the balance to lapse, complete the accompanying Entitlement and Acceptance Form for the number of New Share Options you wish to take up. The amount of Application Money to be sent to the Company (in accordance with the method set out in section 5.5) is the number of New Share Options multiplied by \$0.001. Send the payment and completed Entitlement and Application form in accordance with section 5.2. The balance of your Entitlement will lapse. An accompanying reply paid envelope is provided for your convenience.

5.4 Allow all of your Entitlement to lapse

You do not need to take any action. Your Entitlement will lapse on the Closing Date. You will not receive any benefits from this Offer. The Underwriter will subscribe for your entitlements or place those entitlements with sub-underwriters.

5.5 Payment

The issue price for the New Share Options is payable in full on application by a payment of \$0.001 per New Share Option. The Entitlement and Acceptance Form must be accompanied by a cheque for the Application Monies. Cheques must be drawn in Australian currency on an Australian bank and made payable to "Richfield Group Limited - Rights Issue Account" and crossed "Not Negotiable". Shareholders are asked not to forward cash or postal notes by mail. Receipts for payment will not be issued.

5.6 Enquiries

If you have any queries about your Entitlement please contact the Company's Share Registry:

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Tce Perth WA 6000 Telephone: +61 8 9323 2003 Facsimile: +61 8 9323 2033

Alternatively, contact your stockbroker or other professional adviser.

$5.7$ Brokerage

No brokerage fee is payable by Eligible Shareholders who subscribe for the New Share Options to be issued by the Company. However if Optionholders decide to sell the New Share Options and/or sell or otherwise deal with the New Shares created as a result of the exercise of the New Share Options, brokerage will be payable.

No stamp duty is payable for subscribing for New Share Options.

$5.8$ Privacy

If you apply for New Share Options, you will provide personal information to the Company and Computershare Investor Services Pty Ltd. Company laws and tax laws require some of the information to be collected and kept. The Company will collect, hold and use the information provided by you to process your application and to administer your investment in the Company.

If you do not provide the information requested in the Entitlement and Acceptance Form, the Company and the Share Registry may not be able to process your application.

The Company may disclose your personal information for purposes related to your investment to the Company's agents and service providers. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

the Share Registry for ongoing administration of the shareholder register;
printers and other companies for the purpose of preparation and distribution of statements and for handling mail;
market research companies for the purpose of analysing the Company's shareholder base and for product development and planning; and
legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising, on the Shares and for associated actions.

The Company complies with its legal obligations under the Privacy Act 1988 (Cth).

You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal You can request access to your information. personal information by writing to or telephoning the Share Registry as follows:

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Tce Perth WA 6000 Telephone: +61 8 9323 2003 Facsimile: +61 8 9323 2033

6. RISKS

To appreciate the risk factors associated with an investment in the Company, this Prospectus should be read in its entirety with particular note being taken of the matters set out below. Investors should be aware that investment in the Company involves various risks and should be regarded as speculative. The risks described below are what the Directors believe to be the material risks facing the Company but may not be the only risks. Overseeing risk management is the responsibility of the Board. Risk is assessed on a regular basis or when information or data becomes available that requires a further analysis to be undertaken.

The Company has in the past been involved in the information technology industry, and specifically the wholesale and retail sales market for computer hardware/software and computer peripherals.

These activities have been difficult to progress in the last 12 months and the Company is considering moving its focus away from IT and towards other industries, in particular the resources industry.

The Company will actively consider investment opportunities as they arise. There is no guarantee that a suitable opportunity will be presented or that if one arises that the Company will be able to acquire it at an acceptable price and on other suitable terms. Further, if the Company does make an acquisition there is no guarantee that the Company will have sufficient expertise to develop, commercialise or continue the investment, undertaking or business.

Investment in this Company should be regarded as highly speculative and you should seek advice from your professional advisers before deciding whether to invest.

It is difficult to accurately predict the impact of each of the risks that the Company faces due to their being many factors outside the Company's control. The goal is therefore to take reasonable action to reduce the level of risk for the Company.

The Company's business will be subject to risk factors specific to the business activities that the Company eventually pursues (if any) as well as those of a general nature. Each of the risks outlined below could, if they eventuate, have a material adverse impact on the Company's financial performance and/or financial position and therefore have an effect on your investment.

You should carefully consider these risks, your personal financial circumstances and objectives and seek advice from your professional advisers before deciding whether to invest.

Qualified Personnel $(a)$

The Company's ability to operate successfully and manage its potential growth depends significantly upon retaining key personnel and attracting and retaining additional highly qualified personnel in specialist areas. The loss of key personnel for any reason or any inability to hire and retain additional qualified personnel in the future may have an adverse effect on the financial performance and/or financial position of the Company.

Competition $(b)$

There can be no assurance that the Company will be able to compete successfully against its current and future competitors. This may have an adverse impact on the financial performance and/or financial position of the Company.

Future Funding $(c)$

In order to bring deals to the market in a timely manner, the Company may need to seek additional funding. If the Company is unable to obtain such funding it may have an adverse impact on the financial performance and/or financial position of the Company.

Intellectual Property $(d)$

The Company cannot be assured that every person who gains or has gained access to confidential information of the Company will maintain its confidentiality or that the Company will have an adequate remedy for breach of confidentiality agreements. If this event occurs, this may have an adverse impact on the financial performance and/or financial position of the Company.

Government policy or legislation $(e)$

The Company may be adversely affected by changes in government policy or legislation. These changes may require the Company to hold more capital or incur other costs and these events may have an adverse impact on the financial performance and/or financial position of the Company.

Investment risk $(f)$

Shareholders should be aware there are risks associated with any investment in the stock market. The value of the Company's shares can be expected to fluctuate depending upon various factors including general worldwide economic, political and general stock market conditions as well as the performance of the Company. Inflation, currency fluctuation, interest rates, supply and demand and changes in legislation can affect operating costs and stock market values.

The New Share Options to be issued carry no assurance about the Company's share price at the time that a holder may wish to exercise those options or immediately preceeding to date those options expire.

General Economic Factors $(g)$

The Company's future revenues and operating costs can be affected by such factors as supply and demand for goods and services, industrial disruption, interest rates, currency fluctuation, inflation and global economic conditions. Accordingly, the future profitability and share prices of the Company may be affected by these factors. These factors are beyond the control of the Company.

$(h)$ Global Security Environment

Outbreak of hostilities or a material escalation of hostilities including a declaration of war in major countries in the world or terrorist acts perpetrated on any major countries or any diplomatic, military, commercial or political establishment of any major countries anywhere in the world may affect the global economic and commercial environment and in turn affect the Company's future revenues and operating costs and share prices.

$(i)$ Share Market

The market price of shares in the Company may be subject to general movements in local and international stock exchanges, economic conditions and interest rates.

$(i)$ Illiquidity

As the Company is highly speculative and is presently not actively engaged in any major business, the Ordinary Shares are highly illiquid. There is no guarantee that at the time a holder of Ordinary Shares or New Share Options wishes to sell those securities that there will be a buyer willing to pay a price acceptable to the seller or at all.

$(k)$ Funding

The activities of the Company in acquiring a suitable investment, undertaking or business are dependent on the Company's ability to obtain financing through project and/or equity financing, or generating sufficient cash flows from future operations. At the time of identifying a suitable acquisition, the Company may not be able to obtain funding on acceptable terms or at all.

$(1)$ Insurance

The Company maintains insurance within ranges of coverage that it believes to be consistent with industry practice and having regard to the nature of activities being conducted. 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.

$7.$ ADDITIONAL INFORMATION

$7.1$ Nature of the Prospectus

This Prospectus is a prospectus issued under section 713 of the Corporations Act which allows the issue of a short form prospectus in relation to offers of options to acquire securities where those securities are of a class which have been continuously quoted for twelve (12) months prior to the date of that prospectus.

7.2 Restrictions on ownership

The ownership of Shares in the Company is restricted by the Foreign Acquisitions and Takeovers Act 1975 (Cth). Under the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Commonwealth Treasurer may make divestment orders in relation to share held by persons if, following the offer, any "foreign person" (as defined by the Foreign Acquisitions and Takeovers Act 1975 (Cth)) has a controlling interest in the Company. A person will have a controlling interest if the person and his or her associates have control of or interests in 15% or more of the shares in the Company.

$7.3$ ASX listing

The Company participates in CHESS and will despatch holding statements in lieu of option certificates that set out the number of New Share Options issued to each successful Applicant under this Prospectus.

It is the responsibility of Applicants to determine their allocation prior to trading or seeking to exercise the New Share Options.

$7.4$ New Share Options created as the result of the Rights Issue

The New Share Options to be issued under this Prospectus will constitute a new class of security. The rights and liabilities attaching to the New Share Options will be governed by the Corporations Act, the Listing Rules and the terms and conditions of the New Share Options.

The following is a summary of the more important rights and liabilities attaching to the New Share Options as set out in the terms and conditions of the New Share Options. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the New Share Options or the Shares. A copy of the terms and conditions of the New Share Options may be obtained from or inspected at the Company's registered office during normal Business hours.

A total of 534,176,013 New Share Options are available for purchase by shareholders existing as at 30 October 2007 for the sum of \$0.001 each. The New Share Options are exerciseable at any time after their quotation on the ASX commences, on payment to the company of the sum of \$0.01 until their expiry. 18 months after the record date, namely (21 May 2009). One ordinary share will be issued to the optionholder on exercise.

$7.5$ New Shares created as the result of the exercise of the New Share Options to rank pari passu with Shares

The New Shares that will be issued as the result of the exercise of the New Share Options will rank pari passu in all respects (including dividend and bonus issues) with all existing Shares from the date of allotment and subsequent issue of such Shares. The rights and liabilities attaching to the New Shares will be governed by the Company's Constitution and by the terms of the Rights Issue (as well as general and statute law and by the Listing Rules).

The following is a summary of the more important rights and liabilities attaching to the New Shares as detailed in the Company's Constitution. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Shares. A copy of the Company's Constitution is lodged with ASIC and may be obtained from or inspected at an office of ASIC or the Company's registered office during normal Business hours.

Voting at a general meeting Subject to any $(a)$ Shares which may in the future be issued with special or preferential rights, every Shareholder present in person at a general meeting of the Company or by proxy, representative or attorney has:
one vote on a show of hands; and
on a poll, one vote for each fully paid Share held. On a poll, partly paid Shares confer a fraction of a vote in proportion to the amount paid up on the Share.
(b) Dividends The Directors may from time to time determine dividends to be distributed to Shareholders according to their rights and interests. The directors may fix the time for distribution, the manner of payment and the methods of distribution. Dividends are payable on all Shares in proportion to the amount of the total issue price paid (but not credited) for the Shares. An amount paid on a Share in advance of a call which attracts interest is not to be taken to be paid up on the Share. This is subject to any special or preferential rights attached to any class of shares created after the allotment of the Shares.
(c) Transfer of Shares Shares in the Company may be transferred by a proper transfer effected

in accordance with the ASTC Settlement Rules, by any other method of transferring or dealing in Shares introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX that is otherwise permitted by the Corporations Act.

The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with the ASTC Settlement Rules) where permitted or required to do so under the Listing Rules or the Corporations Act 2001. If the Directors decline to register a transfer, the Company must, within five (5) Business Days after the transfer is lodged with the Company, give the party lodging the transfer written notice of the refusal and the reason for refusal.

Winding up If the Company is wound up, then $(d)$ subject to any special or preferential rights attaching to any class of Shares, Shareholders will be entitled to participate in any surplus assets of the Company in proportion to the capital paid up on their Shares when the winding up begins.
(e) Issue of further shares Subject to the Corporations Act, the Company's Constitution and the ASX Listing Rules, Shares are under the control of the Directors. The Directors may issue, allot or otherwise dispose of Shares to such person, or persons, on such terms and conditions and with such rights and privileges, and at such times, as the Directors may think fit. However, the Company will not issue any share with a voting right more advantageous than that available to any shares previously issued by the Company, unless that share carries voting rights which, in the opinion of the ASX, are appropriate and confer equitable representation on the Shareholder.
$(f)$ Variation of rights - The rights attached to Shares shall not be varied, whether or not the Company is being wound up, without the consent in writing of the holders of 75% of the issued Shares, or with the sanction of a special resolution passed at a separate general meeting of Shareholders.
(g) Variation of Constitution The Company's Constitution can only be varied by a special resolution passed by at least 75% of Shareholders present (and entitled to vote) at a general meeting. At least 28 days' notice of the intention to propose the special resolution must be given.

$7.6$ Continuous reporting and disclosure obligations

This Prospectus is issued pursuant to section 713 of the Corporations Act as a prospectus for the offer of options to acquire quoted securities.

The Company is a "disclosing entity" (as defined in the Corporations Act) and as such is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the ASX Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Company's Shares. The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC. Since lodging the Company's Annual Report for the year ended 30 June 2006, the Company has made the following announcements to ASX:

Dota Description of ASY Announce

vale	Description of ASA Announcement
14/7/2006	Appendix 4C - Monthly Report for June 2006
14/8/2006	Appendix 4C - Monthly Report for July 2006
12/09/2006	Appendix 4C - Monthly Report for August 2006
14/09/2006	Preliminary Final Report
27/09/2006	Full Year Accounts
13/10/2006	Appendix 4C - Monthly Report: 30 September 2006
31/10/2006	Notice of Annual General Meeting
31/10/2006	Commitments Test Entity - First Quarter Report
14/11/2006	Appendix 4C - Monthly Report for October 2006
17/11/2006	Corporate Governance
30/11/2006	Results of Annual General Meeting of Shareholders
14/12/2006	Appendix 4C - Monthly report for month ended
	30/11/06
12/01/2007	Appendix 4C - Monthly Report for December 2006
15/01/2007	Commitments Test Entity - Second Quarter Report
05/02/2007	Director Appointment/Resignation
14/02/2007	January 2007 Appendix 4C
28/02/2007	Half Yearly Report & Half Year Accounts
01/03/2007	Joint Company Secretary Appointment
14/03/2007	Appendix 3B
14/03/2007	Capital Raising - Placement Successfully Completed
14/03/2007	Section 708A Notice
14/03/2007	Appendix 4C - February 2007
14/03/2007	Resignation of Joint Company Secretary
11/04/2007	Commitments Test Entity - Third Quarter Report
11/04/2007	Appendix 4C - Monthly Report for 31/03/07
11/04/2007	Change of Registered office

09/05/2007	Appendix 4C Monthly Report - April 2007
06/06/2007	Appendix 4C - May 2007
11/07/2007	Appendix 4C - quarterly
11/07/2007	Appendix 4C - monthly
27/07/2007	Response to ASX Query re: Share Price
14/08/2007	Appendix 4C - monthly
22/08/2007	Preliminary Final Report
12/09/2007	Appendix 4C - August 2007
28/09/2007	2007 Annual Report and Notice of Annual General Meeting
10/10/2007	Appendix 4C - September 2007
10/10/2007	Appendix 4C - third quarter 2007
15/10/2007	Response to ASX Query

The Company will provide a copy (free of charge), to any person who requests it in the period starting from the date of this Prospectus and ending on the Closing Date, of the Annual Report, the Half Year Report and any of the announcement made to ASX referred to above. The information in these documents may be of interest to investors and their financial advisers. Alternatively, these documents may be viewed at the ASX's website at www.asx.com.

$7.7$ Litigation

The Directors are not aware of any litigation of a material nature in progress, pending or threatened, which may significantly affect the financial position of the Company.

7.8 Interests of Directors

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

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Rights Issue; or
the Rights Issue,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director:

to induce him or her to become, or to qualify him or her as, a Director; or
for services provided by him or her in connection with the formation or promotion of the Company, or the Rights Issue.

The directors have interests in the Richfield Group Limited shares and options as follows:

Name	Number of Shares	Number οf Options
Steven Pynt	8,000	8,000
Mark Balfour	N _i l	N _i
Michael Scivolo	Nil	Nil

The Directors will be entitled to exercise their Rights arising in relation to the New Share Options issued as they see fit.

Steven Pynt, Director, intends to accept his Entitlement in full in respect of the New Share Options set out above opposite his name. The options held by Steven Pynt are exercisable at \$0.01 per option into Ordinary Shares at any time between now and their expiry date of 21 May 2009.

7.9 Underwriting Agreement

The Underwriter has agreed to manage the Rights Issue in accordance with the terms and conditions of an Underwriting Agreement dated 18 October 2007. The Rights Issue is fully underwritten by the Underwriter.

Pursuant to the Underwriting Agreement, the Underwriter will receive a management fee of 5% of the gross proceeds of the Rights Issue. The Company is also required to reimburse the Underwriter for all reasonable costs and expenses incurred by it in connection with the Rights Issue.

The Underwriter may terminate its offer management obligations under the Underwriting Agreement at any time after it becomes aware that the Company has failed to comply in all material respects with any of its obligations under the Underwriting Agreement or the Corporations Act or there has been a material adverse change in the financial or trading position or performance or assets or liabilities of the Company or various events set out in Schedule 3 to the Underwriting Agreement giving the Underwriter the right to terminate have occurred during the period from (and including) the date of the Underwriting Agreement until the date of allotment of Shares pursuant to the Rights Issue.

The Underwriting Agreement contains a number of representations and warranties given by the Company in favour of the Underwriter.

The Company agrees to indemnify the Underwriter against all liabilities, losses and claims arising out of the appointment of the Underwriter including the issue of the Prospectus and the making or conduct of the Rights Issue. The indemnity does not apply to the extent that the losses or claims result from the negligence, fraud or wilful misconduct of an indemnified party.

7.10 Interests of Other Persons

Other than as set out below or elsewhere in this Prospectus, no 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, a promoter of the Company, or a financial services licensee named in the Prospectus as a financial services licensee involved in the Rights Issue, holds or held at any time within two years before lodgement of this Prospectus with ASIC any interest in:

the formation or promotion of the Company; $\bullet$
property acquired or proposed to be acquired by 'n the company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue, $\bullet$

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by him or her in connection with the formation or promotion of the Company or the Rights Issue.

Ashes Capital has acted as Underwriter to the Company and has performed certain work in relation to this Rights Issue for which the fees described in section 7.9 has been paid or has agreed to be paid. This amount is included in the fees set out in section 4.15.

7.11 Consent

Ashes Capital has not made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, other than as specified below. Ashes Capital, to the maximum extent permitted by law expressly disclaims all liabilities in respect of, makes no representations regarding and takes no responsibility for any statements in, or omissions from, this Prospectus, other than the reference to its name in the form and context in which it is named and a statement or a report included in this Prospectus with its consent as specified below. Ashes Capital has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named in the form and context in which it is included.

$7.12$ Indemnification of Directors and officers

In accordance with the Company's Constitution and section 199A of the Corporations Act, the Company has indemnified its Directors and officers for any liability to a third party in respect of all proper actions they undertake as Directors including matters that may arise out of this Prospectus unless it arises out of conduct which is not in good faith.

7.13 Governing law

This Prospectus, the Rights Issue and the contracts formed on acceptance of the applications are governed by the law applicable in New South Wales. Australia. Each Applicant submits to the exclusive jurisdiction of the courts of New South Wales. Australia.

8. DIRECTOR'S AUTHORISATION

$\hat{\varepsilon}$

Each Director of Richfield Group Limited has
given, and not withdrawn, their consent to the
lodgement of this Prospectus with ASIC.

9. DEFINITIONS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

Annual Report	The 30 June 2007 Annual Report of the Company as lodged with ASIC and ASX.
Applicant	A person eligible to accept the Offer who submits an Entitlement and Acceptance Form.
Application Money	The aggregate amount of money payable for the New Share Options applied for in a duly completed Entitlement and Acceptance Form.
ASIC	Australian Securities and Investments Commission.
ASTC Settlement Rules	Means the operating rules of the settlement facility operated by ASX Settlement and Transfer Corporation Pty Limited, as amended from time to time.
ASX	ASX Limited.
Australian GAAP	means generally accepted accounting principles in Australia, including but not limited to applicable Australian Accounting Standards, the accounts provisions of the Corporations Act, Urgent Issues Group Consensus Views, and other authoritative pronouncements of the Australian Accounting Standards Board.
Board	The board of Directors of the Company as stated in this Prospectus.
Business Day	Has the same meaning as in Listing Rules.
Business hours	8.30 am to 5.00 pm Monday to Friday in Sydney, New South Wales.
CHESS	ASX Clearing House Electronic Subregister System.
Closing Date	5:00 pm on 21 November 2007 or such later time and or in time as the Directors may determine.
Company or Richfield Group	Richfield Group Limited ABN 46 003 180 372.
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001 (Commonwealth).
Directors	The directors of the Company at the date of this Prospectus.
Eligible Shareholder	A Shareholder of the Company, as at the Record Date, other than a Non-Qualifying Shareholder.
Entitlement	The number of Rights to which a Shareholder is entitled pursuant to the Rights Issue.
Entitlement and Acceptance Form	The Entitlement and Acceptance Form accompanying this Prospectus that sets out the Entitlement of Shareholders to subscribe for New Share Options pursuant to the Rights Issue and the form that may be completed by Shareholder's who choose to accept the Offer made in this Prospectus.
Expiry Date	The expiry date of the Prospectus is no later than the date which is 13 months after the date of this Prospectus.
Half Year Report	The 31 December 2006 Half Year Report for the Company as lodged with ASIC and ASX.
Listing Rules	The listing rules of ASX.

New Shares	Ordinary Shares to be allotted and issued pursuant to this Prospectus, on exercise of a New Share Option.
New Share Option	An Option that has been exercised for \$0.01 to subscribe for an Ordinary Share in the Company, to be allotted and issued pursuant to and on the terms set out in this Prospectus.
Non-qualifying Shareholder	A Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand.
Notice of Exercise	Notice received by the Company from an Option holder to exercise a New Shares Option for a New Share, at the price of one cent.
Offer	Means the offer to subscribe for New Share Options on the terms set out in this Prospectus.
Offer Price	Means the price to subscribe for one New share Option, being \$0.001 (one tenth of one cent).
Ordinary Share	Means a fully paid ordinary share in the Company.
Official List	Means the official list of ASX.
Option	An option to subscribe for a Share on the terms set out in this Prospectus.
Optionholder	The holder of a New Share Option to be issued under this Prospectus.
Prospectus	This Prospectus filed by Richfield Group Limited at ASIC on 18 October 2007.
Record Date	5.00 pm (Sydney time) on 30 October 2007.
Register	The register of Shareholders of the Company.
Rights Issue or Offer	The non-renounceable pro rata issue pursuant to this Prospectus by the Company of 1 New Share Option for 1 New Share at an issue price of \$0.001 per New Share Option and the exercise price of \$0.01.
Rights	The right to subscribe for one New Share Option for every Ordinary Share held by an Eligible Shareholder on the terms set out in this Prospectus.
Securities Clearing House	The Clearing House which governs the administration of CHESS.
Share Registry	Computershare Investor Services Pty Ltd.
Shareholders	Holders of Richfield Group Limited Shares.
Shares	Ordinary shares in the capital of the Company.
Shortfall Options	New Share Options for which successful valid applications have not been received by the Closing Date.
Time	A reference to a time or date is a reference to Sydney time.
Underwriter	Ashes Capital Pty Ltd ABN 30 123 222 748 of 396 Rokeby Road, Subiaco W.A. 6008
Underwriting Agreement	An agreement dated 18 October 2007 between the Company and the Underwriter.
"\$" or AUD	Australian dollars.

CORPORATE INFORMATION

Directors

Mr Steven Pynt - Chairman Mr Michael Scivolo - Director Mr Mark Balfour - Director

Senior Management

Jane Wilder - Company Secretary

Principal Place of Business

Suite 2, Level 10 3 Spring Street Sydney NSW 2000 Australia

Auditor

Bentleys MRI Perth Partnership Level 1, 10 Kings Park Road West Perth WA 6005 Australia

Underwriter

Ashes Capital Pty Ltd ABN 30 123 222 748 396 Rokeby Road Subiaco WA 6008 Australia

Share Registry

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 Australia