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.

智庫媒體集團（控股）有限公司

Intelli - Media Group (Holdings) Limited

(incorporated in Cayman Islands with limited)

(Stock Code: 8173)

ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING

AND ADVANCE TO ENTITY

This announcement is made at the request of the Stock Exchange in accordance with Rules 17.11 and 17.15 of the GEM Listing Rules.

The Board has noted the recent increase in the price and the trading volume of the Shares and wish to state that, save for the following proposed transaction and the announcement of the Company dated 7 April 2008 in relation to top-up placing of existing Shares and subscription of new Shares of the Company, the Board is not aware of any reasons for such increases.

The Board is pleased to announce that on 8 April 2008, the Company, through its wholly owned subsidiary, Black Sand Enterprises Limited, entered into a MOU with the Target and the Vendor to acquire the entire issued share capital of the Target.

The Target has made claims that it or its affiliate has rights to certain magnetite placer deposits in the Leyte Gulf region of the Philippines. More specifically, these rights amount to offshore mining claims over areas totaling more than 40,000 hectares. The areas have previously been noted as being 'promising for concentration of placer magnetite,' and were subject to various marine seismic reflection surveys jointly executed by the Philippine Bureau of Mines and Geo-Sciences and the Philippine Bureau of Coast and Geodetic Survey under the supervision of experts from the Project Office of the Committee for Coordination of Joint Prospecting for Mineral Resources in Asian Offshore Areas, a United Nations Development Program supported inter-governmental body which was established to help member countries explore their offshore area for mineral deposits.

The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is consummated, it will constitute a very substantial acquisition on the part of the Company under Chapter 19 of the GEM Listing Rules.

Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition will be made by the Company in the event any Formal Agreements have been signed.

At the request of the Company, trading of the Shares has been suspended on the Stock Exchange from 11:05 a.m. on 8 April, 2008 pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 9:30 a.m. on 9 April, 2008.

This announcement is made at the request of the Stock Exchange in accordance with Rules 17.11 and 17.15 of the GEM Listing Rules.

The Board of the Company is pleased to announce that on 8 April 2008, the Company, through its wholly owned subsidiary, Black Sand Enterprises Limited, entered into a MOU with the Target and the Vendor to acquire the entire issued share capital of the Target.

The MOU does not constitute any legally-binding commitment on the part of the Company in respect of the Possible Acquisition. The Possible Acquisition will be subject to the execution and completion of the Formal Agreements.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Target and the Vendor and its ultimate owners are third parties independent of the Company and its connected persons (as defined under the GEM Listing Rules).

Detailed terms (including the structure and consideration) of the Possible Acquisition are still subject to ongoing negotiations. It is anticipated that the Possible Acquisition will be conditional upon various matters, including satisfactory due diligence review of the Target by the Purchaser and (if required under the GEM Listing Rules) the approval of the shareholders of the Company.

Pursuant to the MOU, the Target and the Vendor have undertaken to the Purchaser that for 6 months from the date of the MOU, the Target, its affiliate and the Vendor will not negotiate, sell or transfer or otherwise cooperate with any other third party in relation to the business and shareholding of the Target. In addition, during the same 6 month period, the Purchaser shall have the right to conduct due diligence review of the legal, financial and business aspects of the Target. The Purchaser intends to conduct confirmatory due diligence on the assets, liabilities, operations and affairs of the Target following the signing of the MOU.

Under the terms of the MOU, the Purchaser shall, within three business days after the date of the MOU, pay the Vendor a sum of HK$40,000,000 as earnest money. The payment of such earnest money constitutes an advance to an entity from Purchaser, a subsidiary of the Company, which exceeds 8% under the applicable assets ratio and is discloseable under Rule 17.15 of the GEM Listing Rules. If the Formal Agreements are entered into between the Purchaser and the Vendor within the exclusivity period, the earnest money shall be applied as partial payment of the consideration for the Possible Acquisition, subject to the terms of the Formal Agreements. If at any time prior to the signing of the Formal Agreements, the Purchaser determines that it does not wish to proceed with the transaction, it may serve notice to the Vendor to terminate discussions and request the repayment of the earnest money without interest, which shall be repaid within seven business days after notice thereof. If no Formal Agreements are entered into during the exclusivity period, the MOU shall terminate at the end of the exclusivity period and the Vendor shall repay the Purchaser the earnest money without interest within seven business days after such termination. No collateral has been provided by the Vendor in connection with the Vendor's obligation to repay the earnest money in accordance with the terms of the MOU.

Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition will be made by the Company if any Formal Agreement is entered into in accordance with the GEM Listing Rules.

The Board confirms that, save as disclosed above and the announcement of the Company dated 7 April 2008 in relation to top-up placing of existing Shares and subscription of new Shares of the Company, there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Chapters 19 and 20 of the Rules Governing the Listing of Securities on the Growth Enterprises Market of the Stock Exchange

(the "GEM Listing Rules") and that, neither is the Board aware of any matter discloseable under the general obligations imposed by Rule 17.10 of the GEM Listing Rules, which is or may not be of a price-sensitive nature.

At the request of the Company, trading of the shares has been suspended on the Stock Exchange from 11:05 a.m. on 8 April, 2008 pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 9:30 a.m. on 9 April, 2008.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"Board" the board of Directors

"Business Day" a day (other than Saturday and Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

"Company" Intelli-Media Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

"connected persons" has the meaning ascribed thereto in the GEM Listing Rules

"Director(s)" the director(s) of the Company

"First Pine" First Pine Enterprises Limited, a company incorporated with limited liability in the British Virgin Islands

"Formal Agreements" the legally binding formal acquisition agreement and other related agreements which may or may not be entered into in relation to the Possible Acquisition

"GEM Listing Rules" Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited

"Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the PRC

“MOU”
the non-legally binding memorandum of understanding dated 8 April 2008 entered into between the Purchaser, the Target and the Vendor setting out the preliminary understanding in relation to the Possible Acquisition

“Possible Acquisition”
the possible acquisition by the Purchaser from the Vendor of the entire issued share capital of the Target as contemplated in the MOU

“PRC”
the People’s Republic of China, which for the purposes of this announcement excludes Hong Kong, Macau Special Administrative Region and Taiwan

“Purchaser” or “Black Sand”
Black Sand Enterprises Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of the Company

“Shares”
ordinary shares in the capital of the Company

“Shareholder(s)”
shareholder(s) of the Company

“Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Target”
First Pine Enterprises Limited, a company incorporated with limited liability in the British Virgin Islands

“Vendor”
Kesterion Investments Limited, a company incorporated with limited liability in the British Virgin Islands, the vendor in the Possible Acquisition and a party independent of the Company and/or its connected persons

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong

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

Hong Kong, 8 April, 2008

As at the date of this announcement, the Board comprises four executive Directors, Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Ms. Wong Hoi Yan, Audrey, Mr. Kwong Wai Ho, Richard, and three independent non-executive Directors, Mr. Chow Shiu Ki, Mr. Shum Man Ching and Mr. Lai Kai Jin, Michael.

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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智庫媒體集團（控股）有限公司

ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING

AND ADVANCE TO ENTITY

DEFINITIONS

AI assistant

Hephaestus Holdings Limited — M&A Activity 2008

51310_rns_2008-04-08_1a201cb9-c0a1-4867-8e50-56ef3fd21b17.pdf

智庫媒體集團（控股）有限公司

ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING

AND ADVANCE TO ENTITY

DEFINITIONS

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