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EV RESOURCES LTD Regulatory Filings 2008

Nov 20, 2008

64887_rns_2008-11-20_d9c0ad21-363d-451d-b1f1-71a434d467aa.pdf

Regulatory Filings

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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).

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

Ordinary Fully Paid Shares

  • Number of +securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
  • Principal terms of the +securities (eg, $\overline{3}$ if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

40,401,464 fully paid ordinary shares.

Fully paid ordinary shares in the capital of the Company.

+ See chapter 19 for defined terms.

Do the +securities rank equally in all $\overline{4}$ Yes 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 \$0.01 per ordinary share. 5 Issue price or consideration 6 Purpose of the issue To fund working capital requirements (If issued as consideration for the acquisition of assets, clearly identify those assets) $\overline{7}$ Dates of entering +securities into 21 November 2008 uncertificated holdings or despatch of certificates +Class Number Ordinary Shares +class $\sigma f$ 877,641,759 8 Number and all +securities quoted on ASX (including the securities in clause 2 Options expiring 21 234,111,731 if applicable) May 2009

$\overline{9}$ Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

+ Class

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

_________
Dividends are payable on these shares as
ordinary shares.

Part 2 - Bonus issue or pro rata issue

11 holder
approval
security
Is.
required?
No
12 Is the issue renounceable or non-
renounceable?
Non-renounceable
13 Ratio in which the + securities will
be offered
One $(1)$ new share for every four $(4)$ ordinary
shares held by Australian and New Zealand
resident shareholders as at 5.00 pm (EST) on
27 October 2008, at the price of \$0.01 per
Share
14 + Class of + securities to which the
offer relates
Fully paid ordinary shares
15 determine
+Record
date
to
entitlements
27 October 2008
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 down
to the nearest whole number of ordinary
shares.
18 Names of countries in which the
entity has + security holders who
will
not
be
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 offer document only for
information.
19 of
receipt
date
for
Closing
acceptances or renunciations
13 November 2008

+ See chapter 19 for defined terms.

$\bar{\bar{z}}$

$\bar{\bar{z}}$

20 Names of any underwriters Transocean Securities Pty Ltd
21 Amount of any underwriting fee or
commission
A fee equal to 5% of the gross proceeds of the
option issue and a management fee of 1% of
the gross proceeds of the option issue $(6\%$
by the
total) is
payable
company to
Transocean Securities Pty Ltd
22. Names of any brokers to the issue N/A
23 Fee or commission payable to the
broker to the issue
N/A
24 Amount of any handling fee payable
to brokers who lodge acceptances
on behalf of
renunciations
or
*security holders
N/A
25 issue is contingent
on
If the
*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
29 October 2008
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 $\vert$
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

$+$ See chapter 19 for defined terms.

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

33 +Despatch date 21 November 2008

Part 3 - Quotation of securities

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

  • 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 *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

35

36

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 $\bullet$
  • 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
  • Reason for request for quotation 41 now

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

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

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

Number +Class

Ouotation agreement

  • $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • 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 $\bullet$ *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 $\overline{3}$ 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 $\overline{4}$ 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.

Date: .21 November 2008 Sign here: (Secretary)

Print name:

Luke Martino

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

+ See chapter 19 for defined terms.