EV RESOURCES LTD — Regulatory Filings 2008

Sep 25, 2008

Richfield Group Limited
And Controlled Entities

Transformation

Achievement

Opportunity

Annual Report 2008

Richfield Group Limited

Transformation	During 2007/2008 a Perth based ASX listed company, Richfield Group Limited, was transformed by a new management team into a budding enterprise with the proposed new name of Victory West Moly Limited. The company was recapitalised and given a mandate to develop a potential world class Molybdenum project in the rich mineral deposit region of Indonesia.
Achievement	In the first quarter of 2008 Richfield Group Limited (through a future subsidiary company Victory West Pty Ltd) completed the acquisition of the rights to 7 Kuasa Pertambangans, (or KPs), granting exploration and exploitation rights for a major Molybdenum project on the island of Sulawesi, in Indonesia. By the second quarter of 2008, the company had secured \$2-\$3 million in equity and had assembled a technical team. By August 2008 drilling had commenced and initial positive results sent for assaying.
Opportunity	Molybdenum is not just a metal that is nearly impossible to pronounce, it is also a metal that is nearly impossible to live without - especially if we all continue to use light bulbs, computers, air conditioners and automobiles. Molybdenum is a critical component of almost every facet and form of energy production - which means demand for this unique metal continues to grow rapidly. From an investment perspective, most importantly, this metal is integral to energy production. And not just in the conventional energy production from fossil fuels. The wind, solar, hydroelectric and nuclear industries also rely heavily on Molybdenum. As such, 'Moly' may represent the one-stop way to invest in the growing demand for all energy sources. One of the unique features of Molybdenum, as distinct from other heavy metals, is that laboratory tests have shown its compounds to be of low toxicity.

Right Stock Right Time Right Assets Right Team

$\mathcal{L}(\mathcal{A})$

Richfield Group Limited ABN 66 009 144 503

Index

Page

KEY MILESTONES
LETTER TO SHAREHOLDERS
LOCATION………………………………………………………………………………………………
CORPORATE DIRECTORY
CORPORATE GOVERNANCE STATEMENT
DIRECTORS' REPORT
AUDITOR'S INDEPENDENCE DECLARATION
INDEPENDENT AUDIT REPORT
DIRECTORS' DECLARATION
INCOME STATEMENT
BALANCE SHEET
STATEMENT OF CHANGES IN EQUITY
CASH FLOW STATEMENT
NOTES TO AND FORMING PART OF THE ACCOUNTS
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

KEY MILESTONES
November 2007	Victory West Pty Ltd secures rights to Molybdenum project. Proceeds to negotiate terms with Richfield Group Limited.
December 2007	Richfield Group Limited announces it has entered into a Heads of Agreement with Victory West Pty Ltd on the Malala Molybdenum project.
January 2008	Richfield Group Limited announces completion of Due Diligence and appoints Laurie Whitehouse as its technical consultant.
March 2008	Incorporating historical data collated by Rio Tinto and Santos, Geological Expert's Report completed. Pre and Post Listing Capital Structure Report lodged with ASX. Indonesian Management company established, PT Sulawesi Molybdenum Management.
April 2008	Official Indonesian delegation from the Province of Toli Toli visited Perth, Western Australia and met with Richfield Group Limited and Victory West Pty Ltd directors and key stakeholders.
May 2008	Administration office established in Indonesia. Chief Geologist and team now based in Indonesia. Chief Geologist conducts logistic trip and preparation for drilling program.
June 2008	Licence documentation, including exploration and government, validated by Indonesian authorities.
July 2008	Established field office and camp. Commenced mapping, geochemical, rock chipping sampling.
August 2008	Commenced drilling.
October 2008 (proposed)	General Shareholders Meeting to approve transactions and other resolutions. Prospectus to be completed. Gridding and trenching.

"The wealth of information made available to us when we assumed control of the former Rio Tinto and Santos camp has been of immense value to us in evaluating the project and targets which have been identified in the anomalies. We have an enormous head start on our drilling programme as a result of this information". Laurie Whitehouse - Chief Geologist

LETTER TO SHAREHOLDERS

Dear Shareholder.

The 2007/2008 was a year of transformation, achievement and opportunity for your company.

• $\checkmark$ The acquisition of the Malala Molybdenum deposit in Sulawesi. Indonesia via the acquisition of Victory West Pty Ltd is progressing.
• $\checkmark$ Funding to support the project is in the process of being raised.
• $\checkmark$ The accumulation of exploration and critical data prepared by Rio Tinto and Santos over the past 30 years has been secured.
• $\checkmark$ The full geological Indonesian based team and support staff led by Chief Geologist Laurie Whitehouse have been recruited and mobilised.
• $\checkmark$ And most importantly, drilling has commenced.

In the short time that the company has been operating the Board and management has achieved its identified goals. The strategy of selecting the Republic of Indonesia as our exploration focus and specifically the Malala deposit, has been rewarded by our achievements, and by those of others actively following.

The valuable work previously completed by Rio Tinto and Santos indicated the potential for a world class Molybdenum deposit at a time of increased Molybdenum demand and prices.

During the year the company confirmed the drilling and exploration targets with high resolution satellite imagery and merged it with Ipstar radar imagery to carry out structural interpretation and preparation of 3D imagery.

Since strategising and collating all data previously documented by Rio Tinto and Santos the team has mobilised and rebuilt the Nancy camp base abandoned since the 1980s, to undertake the drilling program approved by your Board.

The company successfully carried out an equity raising by conversion of options to secure \$2-\$3 million of new capital to fully fund the exploration program.

These accomplishments by the company were accompanied by widespread recognition in the marketplace for the enormous potential value of this world-scale Molybdenum project in Sulawesi.

Your company looks forward to building on the transformation and achievements performed during 2007/08 and to capitalise on opportunities emanating from this project which will deliver value to shareholders.

On behalf of the Board of Directors.

$\overline{\mathcal{L}}$

Steven Pynt LLB MBA Chairman September 2008

LOCATION

The Malala Molybdenum deposit is located in the Toli Toli Regency, on the Island of Sulawesi in Indonesia. Palu is the provincial capital of Central Sulawesi. The actual location of the deposit is at latitude 0040'N and longitude 120030'E.

Much of Indonesia lies in the Pacific Rim of Fire where extensive volcanic activity has produced numerous rich mineral deposits.

Indonesia is the largest archipelago in the world, comprising 5 major islands and 300 smaller island groups. There are 13,667 islands in total of which 6,000 are inhabited. The archipelago is situated where the Pacific and Indian Oceans join. It is dominated by two continental shelves - the Sunda Shelf lies to the west and the Sahul Shelf lies to the east.

RICHFIELD GROUP LIMITED

ABN 66 009 144 503 (Incorporated in Western Australia)

REGISTERED OFFICE

311 Hay Street Subiaco Western Australia 6008

DIRECTORS

Mr Steven Pynt Mr Michael Scivolo Mr Wayne Knight

INVESTOR SHARE ENQUIRIES

Harry Spindler C/- Indian Ocean Advisory Group Pty Ltd +61 (0) 8 9381 5819

AUDITORS

Grant Thornton (WA) Partnership Level 1 10 Kings Park Road West Perth Western Australia 6005

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2, 45 St. George's Terrace Perth WA 6000

STOCK EXCHANGE LISTING

ASX Limited ASX Code - RCH

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Richfield Group Limited ("Richfield") support the principles of corporate governance.

The board of directors of Richfield is responsible for the corporate governance of the entity and endorses the need for high standards of corporate governance. The board guides and monitors the business and affairs of Richfield on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Principles of Good Corporate Governance, as recommended by the Australian Stock Exchange Corporate Governance Council, are as follows:

• Principle 1. Lav solid foundations for management and oversight
• Structure the board to add value Principle 2.
• Principle 3. Promote ethical and responsible decision-making
• Principle 4. Safeguard integrity in financial reporting
• Principle 5. Make timely and balanced disclosure
• Principle 6. Respect the rights of shareholders
• Principle 7. Recognise and manage risks
• Principle 8. Remunerate fairly and responsible

The Board has recently formalized its corporate governance framework which it considers suitable given the size, history and strategy of the Company. The board will keep its corporate governance practices under review and will ensure that the necessary policies are adopted as required by the company.

In accordance with ASX Listing Rule 4.10, Richfield is required to disclose the extent to which it has followed the Principles of Best Practice Recommendations during the financial year. Where Richfield has not followed a recommendation, this has been identified and an explanation for the departure has been given.

PRINCIPLE 1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

$1.1$ Formalise and disclose the functions reserved to the board and those delegated to management.

This recommendation is satisfied.

The Company's Board Charter together with updated financial statements will be given to any new Director, all of which will set out details in respect of:

• The Company's financial, strategic and operational position; $\bullet$
• Each Director's rights, duties and responsibilities; $\bullet$
• The role of the Board and Management.

1.2 Disclose the process for performance evaluation of the senior executives.

Given the size of the Company, there are relatively few executives employed by the Company, however each will be subject to an annual performance evaluation. The performance target for each executive is currently aligned to the business targets of the Company in accordance with the position of the relevant executive

The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board. The responsibility for the operation and administration of the Company is delegated, by the Board, to the executive management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the executive management team.

Whilst at all times the Board retains full responsibility for quiding and monitoring the Company, in discharging its stewardship it will in future make use of sub-committees. The Board believes that Specialist committees will be able to focus on a particular responsibility and provide informed feedback to the Board. However at present the company is not of a size to require this.

For example there is currently no Audit Committee as the company is not of a size to require this and the duties normally performed by an audit committee are undertaken by the board as whole. The company's Auditors attend the Annual general Meeting, at which time they are available to answer shareholder questions in relation to their audit.

Given its size and stage in development, the board has decided not to establish or to delegate specific authority to a remuneration committee. Responsibilities which would normally be delegated to such committees are performed by the board as a whole. The remuneration report of the Richfield Group which includes all directors is included within the Directors' Report. All directors are remunerated by way of fees only and do not receive options, bonus payments or retirement benefits. Upon retirement, there is no contractual right to further benefits other than statutory superannuation.

The board fulfils its responsibilities to shareholders which include:

• ensuring that remuneration policies are appropriate;
• determining the basis for any incentive schemes for the company (none currently in place); and
• reviewing as required, the compensation arrangements for directors.

PRINCIPLE 2 STRUCTURE THE BOARD TO ADD VALUE

2.1 A majority of the board should be independent directors.

This recommendation is satisfied.

2.2 The chairperson should be an independent director.

This recommendation is satisfied

2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual.

This recommendation is not satisfied. Given the size of the Company and its Board, the Directors consider that any efficiencies achieved by employing a separate chairman and chief executive officer would be minimal, thereby not making such tenures cost effective.

2.4 The board should establish a nomination committee.

This recommendation is not satisfied. Given the size of the Company and its Board, the Directors consider that any efficiency achieved by the establishment of a nomination committee would be minimal, thereby not making establishment cost effective.

2.5 Disclose the process for performance evaluation of the board, its committees and individual directors.

The Director's of the Company otherwise consider that due to the size of the Company and its Board a formal review procedure is not appropriate at this point in time and has instead adopted a selfevaluation process to measure its own performance. A system to fairly review and actively encourage enhanced Board and management effectiveness will be prepared during the next financial year.

The need for access to supporting equity and skills as required, and a flexible cost structure are greater imperatives for the Company as an exploration company, than the largely mutually exclusive concept of independence, which is much more relevant to larger corporations with substantial workforces.

However, as the Company moves to become a minerals producer the concept of independence will become more relevant. Whilst the Company will progressively increase the independence of its Directors over time, compliance with the best practice in this area is not considered a current imperative, due to the additional direct cost of employing such Directors, the view that there would not be an increase in Board skills (only independence), and the risk that inefficiency will occur in the Board decision making process whilst the independent Directors become familiar with the company's business.

All assessments as to whether a Director is independent are to be made by the Board in such manner as it determines from time to time. The Company has adapted the definition of independence developed by Investment and Financial Services Association Limited ("IFSA") in its Corporate Governance, A Guide for Fund Managers and Corporations - Blue Book.

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report. All Directors currently meet the company's definition of independent.

The Chairman of the board is responsible for the leadership of the board, ensuring that board activities are organised and efficiently conducted and for setting the agenda for board meetings. Under the company's constitution, the maximum term for a director before they must be re-elected by the members is three years.

The Board has not established separate committees for Audit and Risk Management, Remuneration and Nomination. The Company is not of a sufficient size is not of a size, nor is the affairs of a complexity sufficient to warrant the existence of separate committees. All matters which could be delegated to such committees are dealt with by the full Board.

PRINCIPLE 3 PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

3.1 Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives.

This recommendation is satisfied.

3.2 Disclose the policy concerning trading in company securities by directors, officers and employees.

This recommendation is satisfied.

The Board has adopted a Code of Conduct to guide the Directors, the Chairman, the Chief Executive Officer and other key executives as to practices necessary to maintain confidence in the Company's integrity and to the responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour

Under the Company's Securities Trading Policy, a Director or executive must not trade in any securities of the Company at any time when they are in possession of unpublished, price sensitive information in relation to those securities.

PRINCIPLE 4 SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

4.1 The board should establish an audit committee.

This recommendation is not satisfied. Given the size of the Company and its Board, the full board reviews audit related matters.

4.2 Structure the audit committee so that it consists of only non-executive directors, a majority of independent directors and an independent chairperson, who is not chairperson of the board.

Refer above.

4.3 The audit committee should have a formal charter.

Refer above

The integrity of the Company's financial reporting is a critical aspect of Richfield's corporate governance and structures have been implemented during the reporting period to verify and safequard the integrity of the Company's financial reporting.

It is the policy of the Board that the Company's financial statements be reviewed or Audited, at a minimum, each half year. The company does not have a formalised audit committee; instead all directors are responsible for the financial statements.

PRINCIPLE 5 MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.

This recommendation is satisfied.

The Company has a comprehensive disclosure policy to comply with the ASX Listing Rules regarding the public disclosure of material information. The aim of this policy is to ensure that the Company release price-sensitive information in a timely manner.

The Company will immediately notify the market by announcement to the ASX of any information concerning the business of the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities.

Information about the Company is regarded as material if it would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company's securities.

Officers and employees are encouraged not to rely on their judgement and to consult the Company Secretary on whether particular information is considered to be material.

PRINCIPLE 6 RESPECT THE RIGHTS OF SHAREHOLDERS

6.1 Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.

This recommendation is satisfied.

The Board respects the rights of all shareholders and, to facilitate the effective exercise of those rights, the Company is committed to effective communication with shareholders. This occurs by electronic ASX releases to the market.

PRINCIPLE 7 RECOGNISE AND MANAGE RISK

7.1 The board or appropriate board committee should establish policies on risk oversight and management.

This recommendation is satisfied.

7.2 The board should require management to design and implement the risk management and internal control systems to manage the company's material business risks and report to it on whether those risks are being managed effectively.

This recommendation is satisfied.

7.3 The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should receive assurance that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

This recommendation is satisfied.

In all its activities the Company will adopt a structured and consistent approach to risk management.

Risks will be assessed and managed through an overriding policy of identification, assessment, mitigation, monitoring and communication of risks associated with its activities. The overriding policy will be based on the Australian Standard for risk management (AS4360) and will be reviewed regularly against best practice standards and the changing activities of the Company.

The level of risk management will be consistent with the Company's overall business objectives and risk appetite and tolerance.

Risk management and control will be incorporated into property protection, health, safety and environmental audits using either self assessment or outside auditors as the Company deems appropriate.

The Chairman of the Board and the Company Secretary are responsible for the identification and management of business risks. The Board has obtained a written confirmation from the Chairman of the Board and the Company Secretary that the statement in relation to principle 4 above is founded on a sound system of risk management and internal compliance and control.

The Board has obtained a statement confirming that the systems are operating efficiently and effectively in all material respects.

PRINCIPLE 8 REMUNERATE FAIRLY AND RESPONSIBLY

8.1 The board should establish a remuneration committee.

This recommendation is not satisfied. Given the size of the Company and its Board, the Directors consider that any efficiency achieved by the establishment of a remuneration committee would be minimal, not making establishment cost effective.

8.2 Clearly distinguish the structure of non-executive directors' remuneration from that of executives.

This recommendation is satisfied.

The Board, within the pre-approved shareholder limits, determines fees payable to individual nonexecutive directors.

The remuneration levels of executive director's executives are determined by the Chairman after taking into consideration those that apply to similar positions in comparable companies in Australia and Directors' possible participation in any equity based remuneration scheme. The Chairman uses industry-wide data gathered by independent remuneration experts annually as his point of reference.

Options or shares issued to Directors pursuant to any equity-based remuneration scheme require approval by shareholders prior to their issue.

The remuneration levels of senior executives and other employees are determined by the Managing Director after taking into consideration those levels that apply to similar positions in comparable companies in Australia and employees' possible participation in any equity based remuneration scheme. The Managing Director will consult recruitment and remuneration experts and will, where such expenditure is not already in an approved Budget seek Board approval prior to finalising the appointment.

Options or shares issued to senior executives and other employees who are not directors would be proposed by the Managing Director and issued only after approval by the Board.

The policy will be implemented by reviewing, not less than annually, all aspects of the remuneration paid to all employees and executives to ensure that it motivates the pursuit of long-term success, a safe working environment and a culture consistent with the Company's Corporate Governance Policy and is clearly linked to individual and group performance.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT

The directors present their report together with the financial report of Richfield Group Limited and its controlled entities ("the company" or "consolidated entity") for the year ended 30 June 2008 and the independent audit report thereon.

DIRECTORS

The directors of the company at any time during or since the end of financial year were:

Mr. Steven Pynt LLB MBA

Chairman and Non-executive director Appointed 2 February 1995

After completing his law degree in 1980. Mr. Pynt worked with a law firm for two and a half years before joining a major accounting firm where he worked as a tax consultant. Subsequently, he established his own legal firm that later merged with a medium size Perth firm. Mr. Pynt is a director of McDonald Pynt Lawyers, practising primarily in commercial law.

Currently Mr. Pynt is a director of Richfield International Limited for the last 2.5 years, a director of Gondwana Resources Ltd since the year 2000 and director of Global Health Ltd (formerly Working Systems Solutions Ltd) since the year 2000 and chairman for the past 3 years. All of these companies are listed on the ASX.

Mr. Michael Scivolo

Non-executive director

Appointed 5 February 2007

Mr. Scivolo completed a Bachelor of Commerce degree in 1971 and worked with various accounting firms as a tax consultant gaining CPA status in 1972. He became a partner in a medium size Perth practice in 1977 and has extensive experience in accounting and taxation work with corporate and non-corporate entities.

Mr. Scivolo is also a director of Sabre Resources Ltd from 3 October 2006 and was a director of Tiger Resources Ltd from 14 April 1998 to 21 December 2006, both companies are listed on the ASX.

Mr. Wayne Knight

Non-executive director

Appointed 3 December 2007

Mr Knight has worked in the financial services industry since 1989 and has a Diploma in Financial Planning 1, 2, 3, 4. He is an Authorised Representative of Tandem Financial Advice Limited and offers services in the areas of personal superannuation planning, managed investments, risk management, rollover and redundancy planning, wealth creation and insurances.

Mr. Mark Balfour

Mr. Balfour was a director from the beginning of the financial year until his resignation on 3 December 2007.

COMPANY SECRETARY

Mr Luke Martino

Company Secretary Appointed 30 November 2007

Mr Martino is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Institute of Company Directors.

His area of expertise includes corporate finance and business growth consulting advice to the mining and resources sector and a wide range of other industries.

Ms Jane Wilder

Ms Wilder was company secretary from the beginning of the financial year until her resignation on 30 November 2007.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT

PRINCIPAL ACTIVITIES

Richfield Group Limited has secured the rights to exploration and exploitation of the Malala Molybdenum deposit in Sulawesi, Indonesia. This is subject to completion of detailed legal agreements to the company's satisfaction and the finalisation of all government regulations.

OPERATING RESULTS AND FINANCIAL REVIEW

The loss attributable to members of the parent entity after providing for income tax amounted to (\$455,124) (2007: (\$179,053)).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

The company entered into a Head of Agreement with Victory West Pty Ltd to purchase 75% of the company together with wholly owned subsidiaries having the rights to exploration and exploitation of Molybdenum and other metals in defined areas of Sulawesi, Indonesia.

DIVIDENDS

No dividends were paid or declared during the financial year ended 30 June 2008.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

A General Meeting has been called to approve the acquisition of the Porphyry Molybdenum deposit in Indonesia, this is subject to completion of a detailed legal agreement to the company's satisfaction and the finalisation of all government regulations.

No other matter or circumstance has arisen since 30 June 2008 that has significantly affected or may significantly affect:

• a) the group's operations in future financial years, or
• b) the results of those operations in future financial years, or
• c) the group's state of affairs in future financial years.

LIKELY DEVELOPMENTS

If approved at the General Meeting the company will continue to develop its Porphyry Molybdenum operations.

DIRECTORS' INTERESTS

The relevant interest of each director in the shares, interests in registered schemes and rights or options over such instruments issued by the companies within the consolidated entity and other related bodies corporate, as notified by the directors to the Australian Stock Exchange in accordance with S205G (1) of the Corporations Act 2001, at the date of this report is as follows:

Directors	Ordinary Shares	Number of Options over Ordinary Shares
Mr. S Pynt	8.000	233,000
Mr. M Scivolo
Mr W Knight	1,500,000

MEETINGS OF DIRECTORS'

The number of directors' meetings and the number of meetings attended by each of the directors of the company during the financial year are:

Director	Number of meetings eligible to attend	Number of meetings attended during the year
Mr. S Pynt	b
Mr. M Scivolo	5
Mr W Knight	3	3
Mr. M Balfour		າ

In addition there were thirteen (13) Circular Resolutions signed by the directors who were eligible to vote.

SHARE OPTIONS

During or since the end of the financial year, the company has not granted any options over the unissued ordinary shares to the directors of the company. Since the end of the financial year none of the directors have exercised any share options.

INDEMNIFICATION AND INSURANCE OF OFFICERS

Indemnification has not been provided nor insurance paid during the financial year for any person who is or has been a director or other officer of the company.

Since the end of the previous financial year, the company has not paid any insurance premiums for any person who is or has been an auditor of the company.

REMUNERATION REPORT

The key management personnel of the company include the directors and other officers of the company. The directors' fees are approved by the board within the aggregate approved by the shareholders at a general meeting. The fee pool currently stands at \$200,000 as approved at the company's AGM in November 2000. The total remuneration paid to each director was reviewed with effect from 31 January 2008 and was adjusted to \$24,000 per annum. The total remuneration paid to the chairman was reviewed with effect from 31 January 2008 and was adjusted to \$36,000 per annum. The company does not provide retirement benefits, however directors may salary sacrifice an element of their total remuneration to superannuation.

Details of the remuneration of each director are set out below. These disclosures apply in respect to both the Consolidated Entity and the Parent Entity.

2008	Short-term employment benefits 1	Post-employment benefits 2	Total
Directors' Fees
Steven Pynt - Chairman		22,000	22,000
Michael Scivolo		17,000	17,000
Wayne Knight 3		12,000	12,000
Mark Balfour 4		5,000	5,000
Total		56,000	56,000

¹ Cash salary and fees.

² Superannuation.

³ Mr Wayne Knight was appointed as a non-executive director on 3 December 2007.

⁴ Mr Mark Balfour resigned as a non-executive director on 3 December 2007.

REMUNERATION REPORT (Cont'd)

2007	Short-term employment benefits 1	Post-employment benefits 2	Total
Directors' Fees
Steven Pynt - Chairman	33,000		33,000
Michael Scivolo		5,000	5,000
Wayne Knight 3
Mark Balfour 4		5,000	5,000
Total	33,000	10,000	43,000

¹ Cash salary and fees.

² Superannuation.

³Mr Wavne Knight was appointed as a non-executive director on 3 December 2007.

⁴ Mr Mark Balfour resigned as a non-executive director on 3 December 2007.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The company's operations are not regulated by any significant environmental regulation under the Law of the Commonwealth or of a State or Territory.

NON-AUDIT SERVICES

During the year, Grant Thornton (WA) Partnership, the company's auditor, performed certain other services in addition to their statutory duties.

The board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services were subject to the corporate governance procedures adopted by the company to ensure they do not impact the integrity and objectivity of the auditor; and
• the non-audit services provided do not undermine the general principles relating to auditor $\blacksquare$ independence as set out in Professional Statement FI Professional Independence, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the company, acting as an advocate for the company or jointly sharing risks and rewards.

A copy of the auditors' independence declaration as required under Section 307C of the Corporations Act 2001 is included on page 9.

Details of the amounts paid to the auditor of the company, Grant Thornton (WA) Partnership for audit and non-audit services provided during the year are set out below:

	CONSOLIDATED
	2008 S	2007 \$
STATUTORY AUDIT
Audit and review of financial reports	16,500	14,250
OTHER SERVICES
Taxation compliance services	$\blacksquare$	3,000
Corporate advisory services	88	7,000
Other services	4,232	4,537
	20,732	28,787

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT

AUDITOR

Grant Thornton (WA) Partnership (formerly Bentleys MRI Perth Partnership) continues in office in accordance with Section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of the board of directors.

$\sigma$ يتنت

Mr. Steven Pynt Director

Dated at Perth this 22nd day of September 2008

Grant Thornton (WA) Partnership
ABN: 17 735 344 518
Level 1 Level 1
10 Kings Park Road
West Perth WA 6005
PO BOX 570 West Perth WA 6872 T +61 8 9480 2000
F +61 8 9322 7787 E admin@gtwa.com.au
W www.grantthornton.com.au

AUDITOR'S INDEPENDENCE DECLARATION To the Directors of Richfield Group Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Richfield Group Limited for the year ended 30 June 2008, I declare that, to the best of my knowledge and belief, there have been:

• No contraventions of the auditor independence requirements of the Corporations $\it a$ Act 2001 in relation to the audit; and
• $\mathbf b$ No contraventions of any applicable code of professional conduct in relation to the audit.

Grant Whomber (wa) Parlamente-

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

M Uk

M. J. Hillgrove Partner

Perth, 22 September 2008.

Liability limited by a scheme approved under Professional Standards Legislation.

Grant Thornton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton.
Grant Thornton is a trademark owned by Grant Thornton International and used under licence by indepe

Grant Thornton (WA) Partnership ABN: 17 735 344 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E admin@gtwa.com.au W www.grantthornton.com.au

INDEPENDENT AUDITOR'S REPORT To the members of Richfield Group Limited

Report on the Financial Report

We have audited the accompanying financial report of Richfield Group Limited, (the company) which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors' Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's

Liability limited by a scheme approved under Professional Standards Legislation.

Grant Thornton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton Grant Thornton is a trademark owned by Grant Thornton International and used under licence by independent lims and entities throughout the world.

GrantThornton

judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Electronic Presentation of Audited Financial Report

This auditor's report relates to the financial report of Richfield Group Limited (the company) for the year ended 30 June 2008 included on the company's web site. The company's directors are responsible for the integrity of the company's web site. We have not been engaged to report on the integrity of the company's web site. The auditor's report refers only to the statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site

Independence

In conducting our audit, we complied with applicable independence requirements of the Corporations Act 2001.

Auditor's Opinion

In our opinion:

• (a) the financial report of Richfield Group Limited is in accordance with the Corporations Act 2001, including:
• giving a true and fair view of the company's and consolidated entity's financial i. position as at 30 June 2008 and of their performance for the year ended on that date; and
• ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
• (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1

Significant uncertainty regarding continuation as a going concern

Without qualification to the audit opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note $1(r)$ in the financial report which indicates that the company's ability to continue as a going concern is dependent upon the company raising additional funds from debt or equity sources, or operations becoming profitable in the future, there exists a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern and whether it will realize its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Liability limited by a scheme approved under Professional Standards Legislation.

.
Grant Thomton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton.
Grant Thomton is a trademark owned by Grant Thomton International and used under licence by indepen

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 16 to 17 of the directors' report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor's Opinion

In our opinion the Remuneration Report of Richfield Group Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.

(part Whomber (wa) Parlamente-

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

M Uk

M. J. Hillgrove Partner

Perth, 22 September 2008.

Liability limited by a scheme approved under Professional Standards Legislation.

Grant Thomton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton.
Grant Thomton is a trademark owned by Grant Thomton International and used under licence by independe

In accordance with a resolution of the directors of Richfield Group Limited, I declare that:

• $1.$ In the opinion of the directors:
• the financial statements and notes of the company are in accordance with the a. Corporations Act 2001, including:
  • giving a true and fair view of the company's and consolidated entity's financial i. position as at 30 June 2008 and of their performance for the year ended on that date; and
  • complying with Accounting Standards and Corporation Regulations 2001; and ii.
• there are reasonable grounds to believe that the company will be able to pay its debts $b₁$ as and when they become due and payable.
• $2.$ This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial period ending 30 June 2008.

On behalf of the board

Mr. Steven Pynt Director

Dated at PERTH this 22nd day of September 2008

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2008

	NOTE	CONSOLIDATED ENTITY 2008 S	2007 S	PARENT ENTITY 2008 S	2007 s
Revenue	5	32,699	40,913	32,699	40,913
Employee benefits expense			(14, 821)
Depreciation and amortisation expense			(152)		(152)
Other expenses from ordinary activities	6	(487, 823)	(204, 993)	(477, 733)	(195, 012)
Loss before income tax expense Income tax expense	7	(455, 124)	(179, 053)	(445, 034)	(154, 251)
Loss for the year		(455, 124)	(179, 053)	(445.034)	(154, 251)
Loss attributable to members of the parent entity		(455, 124)	(179, 053)	(445, 034)	(154, 251)
Earnings per share for loss attributable to the ordinary equity holders of the company:
Basic earnings per share (loss) Diluted earnings per share (loss)	10 10	CENTS (0.0008) (0.0005)	CENTS (0.0004) (0.0004)

The accompanying notes form part of these financial statements.

BALANCE SHEET AS AT 30 JUNE 2008

2008 2008 2007 2007 \$ \$ \$ \$ CURRENT ASSETS 11 2,270,798 Cash & cash equivalents 2,271,884 418,872 12 Trade & other receivables 8,030 16,766 8,030 TOTAL CURRENT ASSETS 2,279,914 435,638 2,278,828 NON CURRENT ASSETS Receivables 13 1,097,890 1,097,890 14 Other financial assets 13,054 22,378 13,054 16 Intangible assets TOTAL NON CURRENT ASSETS 1,110,944 1,110,944 22,378 TOTAL ASSETS 3,390,858 458,016 3,389,772
	415,484 16,766
	432,250
	22,378
	22,378
	454,628
CURRENT LIABILITIES 17 91,611 48,879 Trade & other payables 176,451	133,748
TOTAL CURRENT LIABILITIES 91,611 176,451 48,879	133,748
TOTAL LIABILITIES 91,611 176,451 48,879	133,748
281,565 3,340,893 NET ASSETS 3,299,247	320,880
EQUITY 18 12,688,143 9,223,096 12,688,143 Contributed equity 19 (2, 217) Reserves 5,542 (8,939,314) Accumulated losses 20 (9, 394, 438) (9,347,250)	9,223,096 (8,902,216)
TOTAL EQUITY 3,299,247 281,565 3,340,893	320,880

The accompanying notes form part of these financial statements.

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STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2008

CONSOLIDATED ENTITY	NOTE	ISSUED CAPITAL	RESERVES	ACCUMULATED LOSSES	TOTAL
Balance at 1 July 2006		8,730,799	16,409	(8,760,261)	(13,053)
Contributions of equity, net of transaction costs		492,297			492,297
Adjustments from translation of foreign controlled entities	19		(18, 626)		(18, 626)
Loss attributable to members of parent entity	20			(179, 053)	(179, 053)
Balance at 30 June 2007		9,223,096	(2, 217)	(8,939,314)	281,565
Contributions of equity, net of transaction costs Adjustments from translation of foreign controlled entities	19	3,465,047	7,759		3,465,047 7,759
Loss attributable to members of parent entity	20			(455, 124)	(455, 124)
Balance at 30 June 2008		12,688,143	5,542	(9, 394, 438)	3,299,247
PARENT ENTITY
Balance at 1 July 2006		8,730,799		(8,747,965)	(17, 166)
Contributions of equity, net of transaction costs		492,297			492,297
Loss attributable to members of parent entity	20			(154, 251)	(154, 251)
Balance at 30 June 2007		9,223,096		(8,902,216)	320,880
Contributions of equity, net of transaction costs Loss attributable to members of parent entity	20	3,465,047		(445, 034)	3,465,047 (445, 034)
Balance at 30 June 2008		12,688,143		(9,347,250)	3,340,893

The accompanying notes form part of these financial statements.

CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2008

	NOTE	CONSOLIDATED ENTITY 2008 \$	2007 \$	PARENT ENTITY 2008 \$	2007 \$
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received		(434, 831) 27,268	2,835 (162, 334) 2,981	(432, 529) 27,268	(157, 959) 2,981
Net cash outflow from operating activities	23(a)	(407, 563)	(156, 518)	(405, 261)	(154, 978)
CASH FLOWS FROM INVESTING ACTIVITIES Loans to controlled entities Loans to other related entities		(1,097,890)		(1,097,890)	(20, 056)
Net cash inflow/(outflow) from investing activities		(1,097,890)		(1,097,890)	(20, 056)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share issue transaction costs		3,445,104 (86, 639)	521,250 (28, 953)	3,445,104 (86, 639)	521,250 (28, 953)
Net cash inflow from financing activities		3,358,465	492,297	3,358,465	492,297
Net increase/(decrease) in cash and cash equivalents		1,853,012	335,779	1,855,314	317,263
Cash and cash equivalents at the beginning of the financial year		418,872	101,719	415,484	98,221
Effect of exchange rates on cash holdings in foreign currencies			(18, 626)
Cash and cash equivalents at the end of the financial year	11	2,271,884	418,872	2,270,798	415,484

The accompanying notes form part of these financial statements.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report covers the consolidated entity of Richfield Group Limited and controlled entities, and Richfield Group Limited as an individual parent entity. Richfield Group Limited is a listed public company, incorporated and domiciled in Australia.

BASIS OF PREPARATION

This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The following Australian Accounting Standards have been issued or amended and are applicable to the parent and consolidated group but are not yet effective. They have not been adopted in the preparation of the financial statements at reporting date.

• AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards (June 2007) incorporates amendments arising from Interpretation 12 Service Concession Arrangements. The entity is not expecting to enter into service concession arrangements in future reporting periods therefore these amendments are not expected to have any impact on the entity's financial report. This standard is applicable for annual reporting periods ending on or after 31 December 2008
• AASB 3 Business Combinations (March 2008) amends how entities account for business combinations and changes in ownership interests in subsidiaries. As the entity has not been a party to any business combination during the year, this standard is not expected to have any impact on the entity's financial report. This standard is applicable for business combinations occurring on or after 30 June 2010.
• AASB 8 Operating Segments replaces the presentation for annual reporting periods beginning on or after 1 January 2009 and it is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
• AASB 8 Operating Segments (February 2007) supersedes AASB 114 (September 2005). This standard is a disclosure standard that will result in changes to operating segments disclosures. This standard is applicable for annual reporting periods ending on or after 31 December 2009.
• AASB 101 Presentation of Financial Statements (September 2007) contains a number of changes from the previous AASB 101. These changes do not affect recognition or measurement criteria, therefore the changes are not expected to have any impact on the entity's reported financial position. This standard is applicable for annual reporting periods ending on or after 31 December 2009.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

• AASB 123 Borrowing Costs (June 2007) incorporates amendments removing the option to immediately expense borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. As the entity does not have borrowings associated with qualifying assets, these amendments are not expected to have any impact on the entity's financial report. This standard is applicable for annual reporting periods ending on or after 31 December 2009.
• AASB 127 Consolidated and Separate Financial Statements (March 2008) amends how entities account for business combinations and changes in ownership interests in subsidiaries. As the transitional provision of AASB 127 provide that the changes to the recognition and measurement criteria within AASB 127 resulting from this revision do not apply retrospectively to business combinations effected prior to the amendments being adopted, this standard is not expected to have any impact on the entity's financial report. This standard is applicable for annual reporting periods ending on or after 30 June 2010.
• AASB 2008-1 Amendments to Australian Accounting Standard Share based Payments: Vesting Conditions and Cancellations [AASB 2]. Unless the entity enters into share-based payment transactions in future reporting periods, these amendments are not expected to have any impact on the entity's financial report. This standard is applicable for annual reporting periods ending on or after 30 June 2010.
• AASB 2008-2 Amendments to Australian Accounting Standards Puttable Financial Instruments and Obligations arising on Liquidation [AASB 7, AASB 101, AASB 132, AASB 139 & Interpretation 2]. As the entity has no puttable financial instruments, the changes are not expected to have any impact on the entity's reported financial position. This standard is applicable for annual reporting periods ending on or after 30 June 2010.
• AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 JAASBs 1, 2, 4, 5, 7, 101, 107, 112, 114, 116, 121, 128, 131, 132, 133, 134, 136, 137, 138 & 139 and Interpretations 9 & 107]. This standard is applicable for annual reporting periods ending on or after 30 June 2010.
• Interpretation 4 Determining whether an Arrangement contains a Lease (February 2007). Unless the entity enters into service concession arrangements in future reporting periods, these amendments are not expected to have any impact on the entity's financial report. This interpretation is applicable for annual reporting periods ending on or after 31 December 2009.

ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Richfield Group Limited ("company" or "parent entity") as at 30 June 2008 and the results of all subsidiaries for the year then ended. Richfield Group Limited and its subsidiaries together are referred to in this financial report as the "consolidated entity" or "group".

Subsidiaries are all those entities over which the company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Richfield Group Limited.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(a) Principles of Consolidation (Cont'd)

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the consolidated entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

If applicable, minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(d) Property, Plant & Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Plant & Equipment

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future consolidated benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

CLASS OF FIXED ASSET	DEPRECIATION RATE
Leasehold Improvements	2%
Plant and Machinery	10% - 20%
Office Furniture	6% - 20%
Office Equipment	20%
Motor Vehicles	$10\% - 30\%$

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold. amounts included in the revaluation reserve relating to that asset are transferred to retained earnings

(e) Leases

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased non-current assets, and operating leases under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any quaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(f) Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised as profit or loss.

Classification and Subsequent Measurement

i. Financial assets at fair value through profit and loss

Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise.

ii. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

iii. Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group's intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.

iv. Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

v. Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

vi. Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Richfield Group Limited and Controlled Entities designates certain derivatives as either;

• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or
• ii. hedges of highly probably forecast transactions (cash flow hedges).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented.

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedge asset or liability that are attributable to the hedged risk.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in the hedge reserve in equity are transferred to the income statement in the periods when the hedged item will affect profit or loss.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.

(g) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(h) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(i) Foreign Currency Transactions and Balances Functional and presentation currency

The functional currency of each of the group's entities is measured using the currency of the primary consolidated environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

Group companies

The financial results and position of foreign operations whose functional currency is different from the group's presentation currency are translated as follows:

• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
• income and expenses are translated at average exchange rates for the period; and
• retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

(j) Employee Entitlements

Provision is made for the company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

(k) Cash

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(I) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from investment properties is recognised on an accruals basis or straight-line basis in accordance with leases agreements.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

(m) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are expensed in the period in which they are incurred.

(n) Trade and Other Creditors

These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(o) Contributed Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(p) Earnings Per Share

(i) Basic earnings per share

Basic earnings per share is determined by dividing the net loss attributable to equity holders of the company, by the weighted average number of ordinary shares outstanding during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(q) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(r) Going Concern

The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the ordinary course of business and on the assumption of sufficient funds becoming available for the operations of the consolidated entity.

The basis of adopting the going concern assumption is dependent upon the Richfield Group Ltd and controlled entities raising additional funds from debt or equity sources, or operations becoming profitable in the future.

(s) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(t) Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

Key Estimates - Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

The financial report was authorised for issue on 22 September 2008 by the board of directors.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS

FOR THE YEAR ENDED 30 JUNE 2008

2. FINANCIAL RISK MANAGEMENT POLICIES

The group's principal financial instruments comprise mainly of deposits with banks, receivables, payables and available for sale investments.

The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's financial risk management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security.

Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below.

Treasury Risk Management $(a)$

Due to the size of the company, responsibility for identification and control of financial risks rests with the board of directors. This includes the use of hedging derivative instruments, credit risk policies and future cash flow requirements. The level of activity during the financial year did not warrant using derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures.

(b) Financial Risk Exposures and Management

The group's activities expose it to financial risks, market risk (including currency risk, fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. The level of activity during the financial year did not warrant using derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. Where relevant and appropriate, the company will avail itself of appropriate hedging instruments in future financial years.

$\overline{a}$ Foreign Exchange Risk

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity's functional currency.

The group has a loan with a related entity during the 2008 year in US currency. This loan is not expected to be repaid as the entity will form part of the consolidated group if the purchase of 75% of Victory West Pty Ltd is pursued.

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008	2007 s	2008	2007
FINANCIAL LIABILITIES Loans to other entities	(819, 178)		(819, 178)
Net exposure	(819, 178)		(819, 178)

The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date:

At 30 June 2008, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements:	POST TAX PROFIT HIGHER/(LOWER)		EQUITY HIGHER/(LOWER)
	2008 s	2007 \$	2008 \$	2007
Consolidated
AUD/USD +10%	81,918			$\ddot{\phantom{0}}$
AUD/USD - 5%	(40, 959)
Parent
AUD/USD +10%	81,918	٠		$\ddot{\phantom{0}}$
AUD/USD - 5%	(40,959)			$\blacksquare$

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

2. FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)

The movements in profit in 2008 are more sensitive than in 2007 due to the higher level of US Dollar Management believe the balance date risk exposures are receivables at balance date. representative of the risk exposure inherent in the financial instruments.

(ii) Fair Value Interest Rate Risk

Refer to (d) below.

(b) Credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. The Consolidated Entity did not have any material credit risk exposure to any single debtor or group of debtors at balance date.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash to fund the Consolidated Entity's activities. The directors regularly monitor the company's cash position and on an on-going basis consider a number of strategic initiatives to ensure that adequate funding continues to be available.

The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognised financial assets and liabilities. The undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2008.

The remaining contractual maturities of the Group's and parent entity's financial liabilities are:

		CONSOLIDATED ENTITY		PARENT ENTITY
	2008	2007	2008 s	2007
6 months or less
6-12 months
1-5 years (Note 21)			1,180,822
Over 5 years
Net exposure			1,180,822

Maturity analysis of financial assets and liability based on management's expectation. The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade payables and other financial liabilities mainly originate from the financing of the day to day operations of the group. These assets are considered in the group's overall liquidity risk.

YEAR ENDED 30 JUNE 2008	$\leq 6$ MONTHS	$6 - 12$ MONTHS 5	$1 - 5$ YEARS 5	$>$ 5 YEARS	TOTAL
CONSOLIDATED FINANCIAL ASSETS
Cash and cash equivalents	2,271,884				2,271,884
Trade and other receivables	8,030			1,097,890	1,105,920
Available for sale financial assets	13,054				13,054
	2,292,968			1,097,890	3,390,858

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

2. FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)

Maturity analysis of financial assets and liability based on management's expectation. (Cont'd)

YEAR ENDED 30 JUNE 2008	$\leq 6$ MONTHS \$	$6 - 12$ MONTHS Þ	$1 - 5$ YEARS \$	$>$ 5 YEARS э	TOTAL Þ
CONSOLIDATED FINANCIAL LIABILITIES
Trade and other payables	91,611			۰	91,611
	91,611				91,611
	2,201,357			1,097,890	3,299,247

(d) Cash flow and fair value interest rate risk

Due to the company's significant holding of cash and cash equivalents, the group's income and operating cash flows are materially exposed to changes in market interest rates.

At balance date, the group had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk that are not designated in cash flow hedges:

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008	2007	2008 S	2007 S
FINANCIAL ASSETS Cash and cash equivalents	2,271,884	418.872	2.270.798	415.484
Net exposure	2.271.884	418.872	2,270,798	415.484

The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date

At 30 June 2008, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:

Judgements of reasonably possible movements:	POST TAX PROFIT HIGHER/(LOWER)		EQUITY HIGHER/(LOWER)
	2008 S	2007 S	2008 \$	2007 s
Consolidated
AUD/USD + 1% (100 basis points)	7.675	1.790
AUD/USD - .5% (50 basis points)	(3, 837)	(895)
Parent
AUD/USD + 1% (100 basis points)	7.675	1.790
AUD/USD - .5% (50 basis points)	(3,837)	(895)

The movements in profit are due to higher/lower interest costs from variable rate cash balances.

(e) Price risk

The Group's exposure to commodity and equity securities price risk is minimal at present.

Equity securities price risk arises from investments in equity securities. The company has one investment in a listed equity which is publicly traded.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS

FOR THE YEAR ENDED 30 JUNE 2008

2. FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)

The price risk for both listed and unlisted securities is immaterial in terms of a possible impact on profit and loss or total equity and as such a sensitivity analysis has not been completed.

(f) Interest rate swaps

Interest rate swap transactions may be entered into by the consolidated group to exchange variable and fixed interest payment obligations to protect long-term borrowings from the risk of increasing interest rates. The consolidated group has no variable or fixed interest rate debt and as such has not needed to enter into any swap contracts. Where relevant and appropriate, the company will avail itself of appropriate swap contracts in future financial years.

(g) Derivative financial instruments

Derivative financial instruments may be used in the future by the consolidated group to hedge exposure to exchange rate risk associated with foreign currency borrowings and interest rate risk associated with movements in interest rates which impact on the borrowings of the consolidated group. Currently there are no derivative financial instruments used by the consolidated group.

(h) Forward exchange contracts

The consolidated group may enter into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the consolidated group against unfavourable exchange rate movements for both the contracted and anticipated future sales and purchases undertaken in foreign currencies. Currently there are no forward exchange contracts used by the consolidated group.

$(1)$ Net fair values

The net fair values of:

• Term receivables, government and fixed interest securities and bonds are determined by discounting the cash flows, at the market interest rates of similar securities, to their present value.
• Listed investments have been valued at the quoted market bid price at balance date, adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment.
• Other loans and amounts due are determined by discounting the cash flows, at market interest rates of similar borrowings, to their present value.
• Other assets and other liabilities approximate their carrying value.

No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments, forward exchange contracts and interest rate swaps.

Financial assets where the carrying amount exceeds net fair values have not been written down as the consolidated group intends to hold these assets to maturity.

Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date.

Assets and liabilities where the carrying amount is a reasonable approximation of fair value, for example, for financial instruments such as short-term trade receivables and payables, have not been adjusted to fair value.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

2. FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)

The consolidated group may enter into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the consolidated group against unfavourable exchange rate movements for both the contracted and anticipated future sales and purchases undertaken in foreign currencies. Currently there are no forward exchange contracts used by the consolidated aroup.

	2008		2007
	Carrying amount \$	Net fair value \$	Carrying amount \$	Net fair value \$
FINANCIAL ASSETS
Available-for-sale financial assets	13,054	13,054	22,378	22,378
Loans and receivables	8,030	8,030	16,766	16,766
	21,084	21,084	39,144	39,144
FINANCIAL LIABILITIES
Other loans and amounts due	65,442	65,442	176,451	176,451
	65,442	65,442	176,451	176,451

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4. SEGMENT INFORMATION

There is no reportable segment information as the consolidated entity did not undertake any business activity during the financial year and accordingly, did not derive revenues from sales to external customers.

In the prior financial year there was no reportable segment information as the consolidated entity did not undertake any business activity during the financial year and accordingly, did not derive revenues from sales to external customers.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

		2008 S	CONSOLIDATED ENTITY 2007 2008		PARENT ENTITY 2007 S
5.	REVENUE		S	S
	Sale of goods
	Interest received	32,699	7,162	32,699	7,162
	Other revenue		33,751		33,751
	Total revenue	32,699	40,913	32,699	40,913
6.	EXPENSES Expenses includes the following specific items:
	Bad and doubtful debts
	- trade receivables		(24, 186)
	- wholly owned subsidiaries				(20, 056)
	Consultancy fees	(103, 950)	(10,000)	(103, 950)	(10,000)
	Directors fees	(56,000)	(43,000)	(56,000)	(43,000)
	Foreign currency translation gain/(losses) Impairment of other financial assets	(9, 324)	(4, 418) (14, 918)	(9,324)	(14, 918)
	Legal fees	(20, 320)	(3, 100)	(20, 320)	(3, 100)
	Loss on disposal of plant and equipment		(7, 422)		(7, 422)
	Management service fees	(56,009)	(9,903)	(56,009)	(9,903)
	Professional fees	(114, 289)	(39, 223)	(114, 289)	(39, 223)
	Share registry fees	(85, 179)	(10, 828)	(85, 179)	(10, 828)
	Other expenses	(42, 752)	(37, 995)	(32,662)	(36, 562)
		(487, 823)	(204, 993)	(477, 733)	(195, 012)

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

		CONSOLIDATED ENTITY 2008 S	2007 S	PARENT ENTITY 2008 S	2007 S
7.	INCOME TAX EXPENSE Reconciliation of income tax expense to prima facie tax payable:
	Loss from ordinary activities before income tax expense	(455, 124)	(179,053)	(445, 034)	(154, 251)
	Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2007: 30%) Tax effect of amounts which are taxable	(136, 537)	(53, 716)	(133, 510)	(46, 275)
	(deductible) in calculating taxable income: - non-deductible expenditure	(410)	3,157	(410)	3,157
	- accrued interest receivable	(1,933)		(1,933)
	- write-downs to recoverable amounts				6,017
	- impairment expenses	2,797	4,476	2,797	4,476
	- transaction costs on equity issue	(7, 495)		(7, 495)
	- capitalised legal fees	6,000		6,000
	- capitalised consulting fees	31,185		31,185
	- prior year adjustment	(9,396)		(9,396)
		(115, 789)	(46, 083)	(112, 762)	(32, 625)
	Deferred tax assets not recognised	115,789	46,083	112,762	32,625
	Income tax expense
	Unused tax losses for which no deferred tax
	asset has been recognised	2,429,011	2,043,046	2,153,469	1,777,594
	Potential Tax Benefit at 30%	728,703	612,914	646,041	533,278

The potential tax benefit will only be obtained if:

• (i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
• (ii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
• (iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.
• (iv) prior year adjustment made for transaction costs on share issue 16 March 2007 (Note: 18a).

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

8. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Names and positions of consolidated and parent entity key management personnel in office at any time during the financial year are:

Key Management Person	Position
Mr Steven Pynt	Chairman, Non-executive director
Mr Michael Scivolo	Non-executive director
Mr Wayne Knight	Non-executive director - Appointed 3 December 2007
Mr Mark Balfour	Non-executive director - Resigned 3 December 2007
Mr Luke Martino	Company Secretary - Appointed 30 November 2007

Company Secretary - Appointed 30 November 2007 Company Secretary - Resigned 30 November 2007

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008 \$	2007 S	2008 S	2007 s
Compensation (b)
Short-Term Employee Benefits	٠	33,000	$\blacksquare$	33,000
Post Employment Benefits*	56,000	10.000	56,000	10,000
	56,000	43,000	56.000	43,000

*The directors have elected to salary sacrifice their fees to superannuation

The company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' Report.

(c) Option holdings

Ms Jane Wilder

.
Numher of ontions held by Key Management Personnel

233,000
233,000

$\mathbf 1$ Options in Richfield Group Limited were created and issued on 28 November 2007, as such no comparatives are available.

A rights issue occurred on 28 November 2007 to all shareholders based on 1 ordinary share option at \$0.001 for every 1 share held. Mr S Pynt purchased 8,000 ordinary share options in accordance with the conditions of the rights issue.

$\mathsf 3$ Mr Balfour resigned as non-executive director on 3 December 2007.

(d) Shareholdings

Number of Shares held by Key Management Personnel Ralance Not Change Received on

	Balance 1 Jul 07	Received as Compensation	Net Change Other	Balance 30 Jun 08
Mr S Pynt	8,000	$\blacksquare$		8,000
Mr M Scivolo Mr W Knight 1 Mr M Balfour 2	$\blacksquare$ -	$\overline{\phantom{0}}$ -	1,500,000	1,500,000
Total	8,000		1,500,000	1,508,000

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

8. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONT'D)

(d) Shareholdings (Cont'd)

Number of Shares held by Key Management Personnel

	Balance 1 Jul 06	Received as Compensation	Net Change Other	Balance 30 Jun 07
Mr S Pynt	8,000	$\blacksquare$	$\blacksquare$	8,000
Mr M Scivolo			$\overline{\phantom{000000000000000000000000000000000000$
Mr M Balfour 2		-	-
Mr J Bai $^3$			-
Mr C Bai 4	$\blacksquare$	۰
Total	8,000			8,000

$\pmb{\mathsf{1}}$ Mr W Knight was appointed as a non-executive director on 3 December 2007.

• $\mathbf 2$ Mr Balfour resigned as non-executive director on 3 December 2007.
• $\mathbf{3}$ Mr J Bai resigned as a director on 5 February 2007.
• $\overline{\mathbf{4}}$ Mr C Bai resigned as a director on 5 February 2007.

Shareholdings of key management personnel include those that have been disclosed under representation made to them by the parties within the AASB 124 - Related Party Disclosures. The key management personnel have relied upon the representations made as they have no control or influence over the financial affairs of the personally related entities to substantiate the shareholdings declared. When a personally related entity declines to provide shareholding details, the shareholding of that personally related entity is assumed to be nil.

		CONSOLIDATED ENTITY		PARENT ENTITY
		2008 S	2007 \$	2008 S	2007 S
9.	AUDITORS' REMUNERATION
	Remuneration of the auditor of the parent entity for: - Auditing or reviewing of financial reports	16,500	14,250	16,500	14,250
	- Taxation compliance services		3,000		3,000
	- Corporate advisory services		7,000		7,000
	- Other services	4,232	4,537	4,232	4,537
	10. EARNINGS PER SHARE Reconciliation of earnings to profit or loss Loss attributable to ordinary equity holders	(455, 124)	(179, 053)
	Earnings used to calculate basic and diluted EPS	(455, 124)	(179, 053)
	Weighted average number of ordinary shares	No.	No.
	the year outstanding during used in. calculating basic EPS Weighted average number of options	569,264,173	485,049,986
	outstanding Weighted average number of ordinary	289,421,913
	shares outstanding during the year used in calculating diluted EPS	858,686,086	485,049,986

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008	2007	2008	2007
11. CASH AND CASH EQUIVALENTS
Cash at bank and in hand	2.271.884	418.872	2.270.798	415.484

Cash at bank is comprised of "at-call" funds attracting a floating rate of interest of between 0.95% and 4.50%.

Reconciliation of Cash

Cash at the end of the financial year as per statements of cash flows is reconciled to items in the balance sheet as follows:
Cash and at bank and in hand Bank overdrafts	2,271,884	418,872	2,270,798	415,484
12. TRADE AND OTHER RECEIVABLES
Trade receivables	24,186	24,186
Provision for doubtful debts	(24, 186)	(24, 186)
Other receivables Amount receivable from:	8,030	16,766	8,030	16,766
Loans to subsidiaries			136,423	136,423
Less: Provision for non-recovery		۰	(136, 423)	(136, 423)
	8,030	16,766	8,030	16,766

There are no balances within trade and other receivables that contain assets that are not impaired and are past due. It is expected these balances will be received when due. Impaired assets are provided for in full.

13. RECEIVABLES

Victory West Pty Ltd	Note 21	278,712	$\blacksquare$	278,712	$\overline{\phantom{a}}$
Loans to other entities		819.178	$\overline{a}$	819.178	$\sim$
		1,097,890	$\blacksquare$	1,097,890

During the year ended 30 June 2008 Richfield Group Limited made advance payments to an Indonesian entity, which is majority owned by Victory West Pty Ltd, that holds interests and mining rights in Indonesia.

Upon successful completion of the Heads of Agreement Richfield Group Limited will own 75% of Victory West Pty Ltd. This agreement did not exist at 30 June 2007 and as such there is no comparative.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008 \$	2007 \$	2008 \$	2007 Ş
14. OTHER FINANCIAL ASSETS
Available-for-sale financial assets Note 14a	13.054	22,378	13.054	22,378
	13,054	22,378	13.054	22,378
(a) Available-for-sale financial assets comprise (i) Listed Investments, at fair value
- Shares in listed corporations	13.054	22.378	13.054	22,378
Total available-for-sale financial assets	13,054	22,378	13,054	22,378

The fair value of listed investments are determined in whole by reference to the quoted market bid price at balance date. In the 2008 year this adjustment recognised an expense of \$9,324 (2007: \$14,918) in the profit and loss.

(b) Shares in other related parties

UNIU VU IN VENUI TUREVU PULEVU (ii) Unlisted
Eastern Prime Pte Ltd
The company has no principal activity as it is
dormant and does not trade.
A controlled entity of Richfield Group Limited
Richfield Group Limited has a 100% interest in
Eastern Prime Pte Ltd
Investment at cost		15,000	15,000
Less: Impairment to recoverable amount		(15,000)	(15,000)
Advanz International Pte Ltd
The company has no principal activity as it is
dormant and does not trade.
A controlled entity of Richfield Group Limited
Richfield Group Limited has a 100% interest in
Advanz International Pte Ltd
Investment at cost		8,000	8,000
Less: Impairment to recoverable amount		(8,000)	(8,000)
Total shares in other related parties

The fair value equals the carrying value for the shares in unlisted companies, Eastern Prime Pte Ltd and Advanz International Pte Ltd. These companies are wholly owned subsidiaries of Richfield Group Limited and are dormant and do not trade. There is currently no market for these shares and as the companies are dormant and do not trade it is likely that these companies will be wound up in a future period.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

15. CONTROLLED ENTITIES

The Consolidated Entity incorporates the assets, liabilities and results of the following companies:

Country of Incorporation	Class of Shares	Percentage Owned 2008 %	2007 %
Australia	Ordinary
Singapore Singapore	Ordinary Ordinary	100 100	100 100
2008 \$	2007 S	PARENT ENTITY 2008 \$	2007 S
19,224 (19, 224)	19,224 (19, 224)
65,442 26,169	69,419	22,710 26,169	26,716
	107,032		107,032
91,611	176,451	48,879	133,748
		CONSOLIDATED ENTITY

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

		2008	CONSOLIDATED ENTITY 2007	2008	PARENT ENTITY 2007
	18. CONTRIBUTED EQUITY	\$	\$	Ŝ	\$
	828, 223, 865 (2007: 534, 176, 013) fully paid ordinary shares	12,688,143	9,223,096	12,688,143	9,223,096
		12,688,143	9,223,096	12,688,143	9,223,096
(a)	Ordinary Shares At the beginning of the reporting period Share placement (i) Transaction costs arising on share placement Option rights issue placement (ii) Option rights conversions Transaction costs arising on option rights issue placement 'In specie' distribution (iii)	9,223,096 534,176 2,910,478 (86, 639) 107,032	8,730,799 521,250 (28, 953)	9,223,096 534,176 2,910,478 (86, 639) 107,032	8,730,799 521,250 (28, 953)
	At reporting date	12,688,143	9,223,096	12,688,143	9,223,096
		No. Shares	No. Shares	No. Shares	No. Shares
	At the beginning of reporting period Share placement (i) Option conversions	534,176,013 3,000,000 291,047,852	464,676,013 69,500,000	534, 176, 013 3,000,000 291,047,852	464,676,013 69,500,000
	At reporting date	828,223,865		534,176,013 828,223,865	534,176,013

(i) On 16 March 2007, the company raised \$521,250 (gross) through the placement of 69,500,000 ordinary shares at \$0.0075 per share to sophisticated investors.

(ii) On 28 November 2007 the company raised \$534,176 (gross) through the issue of 534,176,013 ordinary share options at \$0.001 to existing shareholders, exercisable at \$0.01, expiring 21 May 2009.

(iii) On 13 February 2008, 3,000,000 shares in Richfield Group Limited were issued as full consideration for an outstanding loan due of \$107,032

At balance date 243, 128, 161 share options were outstanding.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

18. CONTRIBUTED EQUITY (CONT'D)

(b) Capital management

Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.

The group's debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manages the group's capital by assessing the group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

			CONSOLIDATED ENTITY		PARENT ENTITY
			2008	2007	2008	2007
			S	S	S	S
(c)	Capital management
	Total borrowings	Note 17	65,442	176,451	22,710	133,748
	Less cash and cash equivalents	Note 11	(2, 271, 884)	(418, 872)	(2,270,798)	(415, 484)
	Net debt		(2,206,442)	(242, 421)	(2, 248, 088)	(281, 736)
	Total equity		3,299,247	281,565	3,340,893	320,880
	Total capital		1,092,805	39,144	1,092,805	39,144
	Gearing ratio		(202%)	(619%)	(206%)	(720%)
	19. RESERVES
	Foreign currency translation		5,542	(2, 217)
(a)	Foreign Currency Translation Reserve Balance at the beginning of the financial year		(2, 217)	16,409
	Adjustment arising from the translation of the
	financial statements of foreign controlled
	entities		7,759	(18, 626)
	Balance at the end of the financial year		5,542	(2, 217)

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

20. ACCUMULATED LOSSES Accumulated losses at the beginning of the
financial year. Loss attributable to members of the parent	(8.939.314)	(8,760,261)	(8,902,216)	(8,747,965)
entity	(455.124)	(179.053)	(445, 034)	(154, 251)
Accumulated losses at the end of the financial year	(9,394,438)	(8,939,314)	(9,347,250)	(8,902,216)

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

21. CAPITAL & LEASING COMMITMENTS

The company has entered into a Heads of Agreement with Victory West Pty Ltd. Under this agreement Richfield Group Limited has agreed to spend a minimum of \$2,000,000 on expenditure on the licenses within 2 years of the formalisation date (being 20 December 2007). To date Richfield Group Limited has provided \$819,178 leaving a commitment of \$1,180,822 remaining.

22. CONTINGENT ASSETS & LIABILITIES

At balance date there were no contingent assets or liabilities.

	CONSOLIDATED ENTITY		PARENT ENTITY
	2008	2007	2008 S	2007
23. CASH FLOW INFORMATION
Reconciliation of Loss after Income Tax to Net Cash Outflow from Operating Activities
Loss after income tax	(455, 124)	(179, 053)	(445, 034)	(154, 251)
Bad and doubtful debts
Depreciation		152		152
Net loss on disposal of plant and equipment		7,422		7,422
Fair value adjustments to listed investments Changes in operating assets and liabilities (Increase)/decrease in:	9.324	14,918	9,324	14,918
Trade and other receivables Inventories	(3,848)	10,255	(3,848)	3,290
Increase/(decrease) in:
Trade payables and accruals	42,085	(10, 212)	34,297	(26, 509)
Net cash outflow from operating activities	(407,563)	(156, 518)	(405,261)	(154, 978)

24. EVENTS AFTER THE BALANCE SHEET DATE

There has been 7,130,000 Richfield Group Limited options converted to shares subsequent to balance date as at 31 July 2008.

A general meeting will be called to approve the acquisition of 75% of Victory West Pty Ltd.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

25. RELATED PARTY TRANSACTIONS

Directors and key management personnel

Disclosures relating to directors and key management personnel are set out in Directors' Report and in note 8.

Purchases

During the year payments of \$71,009 (2007: \$9,903) were made to an entity related to Mr. Mark Balfour for the provision of administrative services, including legal, accounting, secretarial and office rental services. These services were provided on normal commercial terms and conditions and at market rates. There was no outstanding balance at 30 June 2008.

Payments of \$134,500 (2007: Nil) were made to an entity related to Mr. Luke Martino for the provision of administrative services, including accounting and secretarial services effective from 30 November 2007. These services were provided on normal commercial terms and conditions and at market rates. There was \$17,000 outstanding as at 30 June 2008.

Payments of \$103,950 (2007: Nil) were made during the 2007 year to Mr. Luke Martino's brother for consulting services provided to the company in relation to the Porphyry Molybdenum acquisition undertaken by the company. These services were provided on normal commercial terms and conditions and at market rates. There was no outstanding balance as at 30 June 2008.

Loans

During the year loans totalling \$278,712 (2007: Nil) were made to Victory West Pty Ltd of which Mr. Luke Martino's brother is a director. If the purchase of 75% of Victory West Pty Ltd is pursued, Victory West Pty Ltd will form part of the Richfield Group Limited consolidated group.

Transaction details are provided at 25(b) below.

Subsidiaries

Richfield Group Limited is the parent entity in the wholly-owned group comprising the company and its controlled entities. Ownership interests in these controlled entities are set out in note 15.

Aggregate amounts included in the determination of the loss from ordinary activities before income tax that resulted from transactions with entities in the wholly-owned group are disclosed at note 6. Transactions between the parent entity and other entities in the wholly-owned group are reflected in Loans to Subsidiaries (refer note 12).

Transactions between the parent entity and other entities in the wholly-owned group during the vear ended 30 June 2008 are summarised below.

CONSOLIDATED ENTITY		PARENT ENTITY
2008	2007	2008	2007
m	$\blacksquare$
		136,423	136.423
$\blacksquare$	$\bullet$	(136, 423)	(136, 423)
m	-

There are no fixed terms for the repayment of principal on loans advanced by the parent entity and no interest has been charged by the parent on the amounts advanced.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2008

25. RELATED PARTY TRANSACTIONS (CONT'D)

(b) Related party transaction details

	CONSOLIDATED ENTITY 2008 \$	2007 \$	PARENT ENTITY 2008 \$	2007 \$
Option holdings of Key Management Personnel Directors and director-related entities hold
directly, indirectly or beneficially as at the reporting date the following equity interests in members of the consolidated entity:
- Options over ordinary shares exercised - Options over ordinary shares	233,000		233,000
Shareholdings of Key Management Personnel Directors and director-related entities hold
directly, indirectly or beneficially as at the reporting date the following equity interests in members of the consolidated entity:
- Ordinary shares	1,508,000	8,000	1,508,000	8,000
Assets and liabilities Non-current assets
Loans to other related entities	278,712		278,712
Expenses Payments made to a director-related entity:
- Administrative services - Consulting services	205,509 103,950	9,903	205,509 103,950	9,903
Total expenses	309,459	9,903	309,459	9,903

EQUITY HOLDER INFORMATION

(a) DISTRIBUTION OF SHAREHOLDERS (AS AT 29 AUGUST 2008)

	No. of
Category (size of holding)	shareholders	No. of shares	%
$-1,000$	19	11.114	0.00
$1,001 - 5,000$	275	1,076,196	0.13
$5,001 - 10,000$	150	1,293,122	0.15
$10,001 - 100,000$	567	28,791,522	3.45
$100,001 -$ and over	678	804,281,911	96.27
TOTAL	1.689	835,453,865	100.000

The number of shareholders holding less than a marketable parcel of 17,242 shares (\$0.029 on 29 August 2008) is 518 and they hold a total of 3,404,240 shares.

(b) TWENTY LARGEST SHAREHOLDERS (AS AT 29 AUGUST 2008)

The names of shareholders that are recorded in the Register of Substantial Shareholders (as at 29 August 2008) are as follows:

NAME	NO. OF SHARES	℅
Hsbc Custody Nominees (Australia) Limited	75,000,000	8.98
Eastern Investment Limited	26,850,000	3.21
Tan Yen Yen	26,850,000	3.21
Lim Poh Choo	26,350,000	3.15
Tan Chak Chew	21,350,000	2.56
Texpoint Pty Ltd	18,000,000	2.15
Merrywest Investments Pty Ltd	12,537,053	1.50
Bondshaw Holdings Pty Ltd	11,966,186	1.43
Bernd Neumann	10,000,000	1.20
Tansawa Enterprises Pty Ltd	10,000,000	1.20
Tansawa Enterprises Pty Ltd	9,970,389	1.19
Kim John Parham	8,610,000	1.03
Tricom Nominees Pty Ltd	8,000,000	0.96
Stewart Moses	7,142,857	0.85
lan Hughes	7,142,855	0.85
Mlws No1 Pty Ltd	7,000,000	0.84
Shayne Knight	6,500,000	0.78
Ray Miles And Margaret Miles	6,480,830	0.78
Bargrae Nominees Pty Ltd	6,000,000	0.72
Grivas Management Services Pty Ltd	6,000,000	0.72

(c) DISTRIBUTION OF OPTIONHOLDERS (AS AT 29 AUGUST 2008)

	No. of
Category (size of holding)	optionholders	No. of options	%
$-1,000$	u		0.00
$1,001 - 5,000$	39	150,108	0.06
$5,001 - 10,000$	14	117,600	0.05
$10,001 - 100,000$	45	2,383,697	1.01
$100,001 -$ and over	133	233,246,756	98.88
TOTAL	231	235,898,161	100.000

The number of shareholders holding less than a marketable parcel of 27,778 shares (\$0.018 on 29 August 2008) is 67 and they hold a total of 521,708 shares.

(d) TWENTY LARGEST OPTIONHOLDERS (AS AT 29 AUGUST 2008)

The names of shareholders that are recorded in the Register of Substantial Optionholders (as at 29 August 2008) are as follows:

NAME	NO. OF OPTIONS	℅
Chameleon Mining NI	15,000,000	6.36
Boambee Bay Pty Ltd	12,000,000	5.09
Bargrae Nominees Pty Ltd	10,000,000	4.24
Rebecca Leanne Newton	9,665,000	4.10
Great Eastern Holdings Pty Ltd	9,500,000	4.03
Delmace Pty Ltd	9,000,000	3.82
Foxwood Nominees Pty Ltd	8,000,000	3.39
Ellamar Pty Ltd	7,000,000	2.97
Impact Nominees Pty Ltd	7,000,000	2.97
Tendeka Holdings Pty Ltd	6,000,000	2.54
Rbc Dexia Investor Services Australia Nominees Pty Limited	5,350,000	2.27
Ace Key Nominees Pty Ltd	5,000,000	2.12
Kahl Nominees Pty Ltd	4,600,000	1.95
Mlws No1 Pty Ltd	4,500,000	1.91
Fiona Therese Byrne	4,000,000	1.70
Fanucci Pty Ltd	4,000,000	1.70
Wayde David Knight	4,000,000	1.70
Lim Capital Corporation Pty Ltd	4,000,000	1.70
Ppb Capital Pty Ltd	4,000,000	1.70
Surpion Pty Ltd	4,000,000	1.70

(e) VOTING RIGHTS

Ordinary shares

Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none) at general meetings of shareholders or classes of shareholders:

• each shareholder entitled to vote, may vote in person or by proxy, attorney or representative;
• on a show of hands, every person present who is a shareholder or a proxy, attorney or representative $\bullet$ of a shareholder has one vote; and
• on a poll, every person present who is a shareholder or a proxy, attorney or representative of a $\bullet$ shareholder shall, in respect of each Fully Paid Share held, or in respect of which he/she has appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the Share.

Options

Options do not carry a right to vote.

(f) SHARE BUY-BACKS

There is no current on-market buy-back scheme.

(g) REGISTERED OFFICE

The address of the registered office in Australia is:

311 Hay Street Subiaco WA 6008

(h) SECURITIES REGISTER

Registers of Securities are held at the following addresses:

Computershare Investor Services Level 2, 45 St George's Terrace Perth WA 6000

(I) STOCK EXCHANGE LISTING

Quotation has been granted for all the ordinary shares of the company shares of the company on all Member Exchanges of the ASX Limited.