Hephaestus Holdings Limited — M&A Activity 2008

Nov 9, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

智庫媒體集團（控股）有限公司

Intelli - Media Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)

SUPPLEMENTAL ANNOUNCEMENT

VERY SUBSTANTIAL ACQUISITION AND
CONNECTED TRANSACTION

Pursuant to recent commercial developments, the parties to the Mogan SPA entered into an amendment agreement whereby the sellers undertook to exclude from Mogan the Excluded Applications. In line with the amendment in the Mogan SPA, on 8 November 2008, the parties to the Acquisition Agreement have entered into a supplemental agreement to amend the definition of the Mining Claims to remove all references to the Excluded Applications.

Reference is made to the announcement of Intelli-Media Group (Holdings) Limited (the "Company") dated 19 May 2008 in relation to a very substantial acquisition of the Company (the "First Announcement") and the supplemental announcement dated 4 July 2008 in relation to the acquisition being considered a connected transaction of the Company (the "Supplemental Announcement"). Terms defined in this announcement shall have the same meaning as defined in the First Announcement unless the context otherwise requires.

According to the previous information provided, the Target Company, through Mogan, claimed four offshore mining tenements covering a total area of approximately 73,834.91 ha in the southeastern part of the Philippines as set out in exploration mining applications EXPA-000110-VIII, EXPAOMR002VIII (formerly EXPA-000115-VIII), EXPA-000099-VI and EXPA-000166-XIII.

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Pursuant to recent commercial developments, on 8 November 2008, the parties to the Mogan SPA entered into an amendment agreement (the “Amendment Agreement”) whereby the sellers undertook to exclude from Mogan the exploration mining applications EXPA-000099-VI and EXPA-000166-XIII (the “Excluded Applications”) which covered areas in Ilog, Suay, Himamaylan, Binalbagan and Hinigaran, Negros Occidental Province and Tandag and Cagwait (formerly disclosed as Claver), Surigao del Sur Province in the Philippines. In connection with this exclusion, the Target Company was given a right of first refusal (the “Right of First Refusal”) to acquire any commercial opportunity relating to the Excluded Applications at the consideration of US$1.00. There is no other premium paid by the Company and the Target Company in relation to the Right of First Refusal. The right of first refusal is exercisable within 60 days from receipt of a written notice by any of the grantors of its intention to sell, dispose, transfer or otherwise deal with the Excluded Applications. The Right of First Refusal is valid for 6 years from the date of the Amendment Agreement.

In line with the above amendment in the Mogan SPA, on 8 November 2008, the parties to the Acquisition Agreement, namely Kesterion Investment Limited, Black Sand Enterprises Limited and the Company, have entered into a supplemental agreement to amend the definition of the Mining Claims to remove all references to the Excluded Applications.

The Directors confirm that in arriving at the Acquisition Price, they did not take in account the Excluded Applications. Based on the publicly available information on underwater topography and weather patterns available on the area in the Surigao del Sur Province, the Directors believe that at least one of the tenements in the Excluded Applications in practical terms would not be commercially or economically mineable. No amendment to the Acquisition Price is thus required in this connection.

The Company will comply with all relevant GEM Listing Rules in the event of the exercise, transfer, termination and non-exercise of the Right of First Refusal.

Given the recent volatility of commodity prices and in view of the significantly more challenging operating environment worldwide, the amendment is consistent with the Company's current commercial intentions and project deployment strategy in respect of the Acquisition. After Completion, the Directors intends to focus the Company's resources on developing and exploiting the mining potential in the Leyte Gulf and San Pedro Bay areas in the Philippines which are covered under the exploration mining applications, EXPA-000110VIII and EXPAOMR002VIII (formerly EXPA-000115VIII), respectively.

Save as disclosed above, the Directors confirm that no other amendment was made in the terms and conditions of the Acquisition Agreement as at the date of this announcement.

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Save as disclosed, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Chapter 19 to 20 of the GEM Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 17.10 of the GEM Listing Rules, which is or may be of a price-sensitive nature.

By order of the Board
Intelli-Media Group (Holdings) Limited
Kwong Wai Ho Richard
Executive Director

Hong Kong, 9 November 2008

As at the date of this announcement, the executive directors of the Company are Mr. Chin Wai Keung, Richard, Mr. Kwong Wai Ho, Richard and Mr. Wong Chung Yu, Denny; the non-executive director of the Company is Mr. Yin Mark Teh-min; and the independent non-executive directors of the Company are Mr. Lai Kai Jin, Michael, Mr. Ng Yat Cheung, JP and Mr. Chan Siu Wing, Raymond.

This announcement, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the page of "Latest Company Announcement" on the GEM website for at least 7 days from the date of its posting.

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