Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2009

Aug 12, 2009

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

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Intelli-Media Group (Holdings) Limited (“Company”) will be held at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 4 September 2009 at 11 a.m. (the “EGM”) for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTION

“THAT:

(a) the sale and purchase agreement (“Agreement”) dated 21 July 2009 entered into between the Company and Well Charm International Development Limited in relation to the disposal of the Company’s interests in (i) the entire issued share capital of Panorama Entertainment Group Limited (“Panorama” together with its subsidiaries known as the “Panorama Group”); and (ii) all debts, liabilities and obligations of the Panorama Group owing from the Panorama Group to members of the Company and its subsidiaries as at the date of completion of the Agreement (a copy of the Agreement has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereunder be hereby approved, confirmed and ratified; and

(b) any director of the Company (the “Directors”) be and is hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement, or any of the transactions contemplated under the Agreement.”

SPECIAL RESOLUTION

“THAT, subject to the approval by the Registrar of Companies in the Cayman Islands, the name of the Company be changed from “Intelli-Media Group (Holdings) Limited ” to “Pan Asia Mining Limited” and “寰亞礦業有限公司” be adopted as the new Chinese name of the Company for identification purposes only and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the change of name of the Company.”

By order of the Board

Intelli-Media Group (Holdings) Limited

Kwong Wai Ho, Richard

Executive Director

Hong Kong, 13 August 2009

Principal place of business in Hong Kong:

Suite 1412-13, Tower One

Time Square

1 Matheson Street

Causeway Bay

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the EGM. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the EGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.

As at the date of this announcement, the Board comprises two executive Directors, Mr. Wong Chung Yu Denny and Mr. Kwong Wai Ho, Richard, one non-executive Director, Mr. Yin Mark Teh-min, and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond, and Mr. Chu Hung Lin, Victor.

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.