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Hephaestus Holdings Limited M&A Activity 2008

Sep 30, 2008

51310_rns_2008-09-30_be21b8e9-8460-42db-977d-f61605233c01.pdf

M&A Activity

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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.

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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)

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

EXTENSION OF LONG STOP DATE

On 30 September 2008, the parties to the Acquisition Agreement agreed in writing to extend the Long Stop Date from 30 September 2008 to 31 December 2008 (or such later date as the Purchaser may at its sole and absolute discretion determine).

Reference is made to the announcements dated 19 May 2008 (the "Announcement") and 4 July 2008 in relation to a very substantial acquisition and connected transaction under the Listing Rules and the announcement dated 6 June 2008 in relation to the delay in despatch of Circular (the "Delay Announcement"). Unless otherwise defined, terms used herein shall have the same meanings as in the Announcement.

EXTENSION OF LONG STOP DATE

As stated in the Announcement, completion of the Acquisition Agreement is conditional upon fulfillment of the conditions described in the paragraph headed "Conditions Precedent" in the section of the Announcement headed "Acquisition Agreement", on or before the Long Stop Date (i.e. 30 September 2008 or such later date as the Purchaser may at its sole and absolute discretion determine), failing which the obligations of the parties shall cease and determine (save and except the provisions on confidentiality which shall continue to have full force and effect) and none of the parties shall have any claim under the Acquisition Agreement against the others of them save in respect of any antecedent breaches.

Pursuant to the Delay Announcement, the Directors announced that additional time was required for (i) the Technical Adviser to conduct exploration and resource modeling programs at the mining claim areas prior to completing the technical report which the


Company wishes to include in the Circular; and (ii) the preparation of the accountants' report on the Target Company and the pro-forma financial information of the enlarged group to be included in the Circular as required under the GEM Listing Rules.

Accordingly, on 30 September 2008, the parties to the Acquisition Agreement agreed in writing to extend the Long Stop Date from 30 September 2008 to 31 December 2008 (or such later date as the Purchaser may at its sole and absolute discretion determine).

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

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

Hong Kong, 30 September 2008

As at the date of this announcement, the executive directors of the Company are Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, 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. Shum Man Ching, 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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