Hephaestus Holdings Limited — M&A Activity 2008

Nov 3, 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 only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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)

MEMORANDUM OF AGREEMENT

AND RESUMPTION OF TRADING

This announcement is made pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules").

Reference is made to the Company's announcements dated 19 May 2008 and 4 July 2008 in relation to the acquisition of the entire issued share capital of the First Pine Enterprises Limited (the "Target Company") pursuant to the conditional acquisition agreement dated 2 May 2008.

According to the information provided, the Target Company, through Mt. Mogan Resources and Development Corporation (the "Philippine Subsidiary"), has 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 (the "Mining Claims").

On 1 November, 2008, Black Sand Enterprises Limited, a wholly owned subsidiary of the Company, was informed by the Target Company that the Philippine Subsidiary and the Department of Environment and Natural Resources, Philippines (the "DENR") have entered into a memorandum of agreement whereby the DENR and the Philippine Subsidiary have agreed to jointly undertake a technical study of the areas covered by the Philippine Subsidiary's Mining Claims. As announced in the Company's 19 May 2008 announcement, it is not legal to perform any exploration activities prior to the approval of the relevant exploration permit application. Based on information provided to the Company, the signing of such a memorandum of agreement with the DENR facilitates the undertaking of exploration activities by the Philippine Subsidiary in conjunction with DENR prior to the formal approval of its exploration permit applications.

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Under the terms of the memorandum of agreement, the parties agreed to form a joint technical study team comprising technical personnel from each party. The technical study will be carried out in accordance with an approved exploration work program and in a manner which will at all times safeguard the environment. The joint technical study team must submit to DENR within 30 days after 6 months from the effective date of the memorandum of agreement, a report on the implementation of the exploration work program and expenditures, including the results of the survey. The memorandum of agreement is valid for one year from the date of its registration until such time as the relevant exploration permits are issued.

Save as disclosed, the board of directors of the Company (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.

Shareholders and potential investors in the Company are advised to exercise extreme caution when dealing in the shares of the Company.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 3 November 2008 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 4 November 2008.

By order of the Board

Intelli-Media Group (Holdings) Limited

Kwong Wai Ho, Richard

Executive Director

Hong Kong, 3 November, 2008

As at the date of this announcement, the Board comprises three executive Directors, Mr. Chin Wai Keung, Richard, Mr. Kwong Wai Ho, Richard and Mr. Wong Chung Yu Denny, one non-executive Director, Mr. Yin Mark Teh-min, and three independent non-executive Directors, 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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