RAIDEN RESOURCES LIMITED — AGM Information 2004

Oct 31, 2004

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Medical Monitors Limited (the "Company") will be held at the Stamford Sydney Airport Hotel, corner Robey & O'Riordan St, Mascot, NSW, on Monday 29^th November 2004, commencing at 10.00 AM (EST).

ORDINARY BUSINESS

1. Financial Statements

To receive and consider the Directors' report and Statement of Financial Performance, together with the Statement of Financial Position for the year ended 30^th June 2004.

2. Resolution 1 - Election of Directors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

• 2.1. That Mr Harry Platt, being a director of the Company, who retires by rotation in accordance with Rule 11.1.3 of the Company's Constitution and being eligible is reelected as a director of the Company.
• $2.2$ That Mr John Genner, being a director of the Company, who retires by rotation in accordance with Rule 11.1.3 of the Company's Constitution and being eligible is reelected as a director of the Company.
• That Mr Neville Buch, having been appointed as a director of the Company by the Board $2.3.$ since the last annual general meeting, retires in accordance with Rule 11.4.2 of the Company's Constitution and being eligible is re-elected as a director of the Company.
• That Mr Boris Patkin, having been appointed as a director of the Company by the Board $2.4.$ since the last annual general meeting, retires in accordance with Rule 11.4.2 of the Company's Constitution and being eligible is re-elected as a director of the Company.

SPECIAL RUSINESS

3. Resolution 2a $\&$ 2b - Approval of previous share issues - private placements

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

• 3.1. That pursuant to ASX Listing Rule 7.4, approval be given to the issue of Tranche One of securities via private placements as detailed in the Explanatory Memorandum for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in $ASX$ Listing Rule 7.1.
• 3.2. That pursuant to ASX Listing Rule 7.4, approval be given to the issue of Tranche Two of securities via private placements as detailed in the Explanatory Memorandum for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in $ASX$ Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 8 of the Explanatory Memorandum.)

4. Resolution 3 - Approval of proposed share issues – private placements

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

That pursuant to ASX Listing Rule 7.1, approval be given to the issue of up to a maximum $4.1$ of 70 million ordinary shares via private placements on or before $28^{h}$ February 2005, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in $\angle$ ASX Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 7 of the Explanatory Memorandum.)

5. Resolution 4 - Approval of proposed share issues to (a) Former, and (b) and (c) Current Directors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

That pursuant to ASX Listing Rule 10.11, that approval be given for the acquisition by $5.1$ each Non-Executive Director listed below whose fees for Directorship of the Company are due and payable and who have not yet been paid, as part of their annual base fees (and in lieu in part or all of eligible cash payments), at their election be given the opportunity to acquire an interest in and be issued up to a maximum of ordinary shares as set out below. Non- Executive Director's annual base Director's fees are noted in respect of each fee period, and hose persons who have indicated their desire to participate in this scheme are as follows:

Name Position Number of Securities to be issued Date by which the Company will issue the securities Issue Price Value of Shares Type of Security Funds to be Raised Purpose for Issue

Dr Jerome Goldberg Past Chairman & Director 600,000 29 December 2004 $5 cents$ \$30,000 Fully Paid Ordinary Share Nil In lieu of FY2003/2004 non-executive director fees

Name Position Number of Securities to be issued Date by which the Company will issue the securities Issue Price Value of Shares Type of Security Funds to be Raised Purpose for Issue

Mr John Genner Non-Executive Director 360.000 29 December 2004 5 cents \$18,000 Fully Paid Ordinary Share Nil In lieu of FY2003/2004 non-executive director fees

Name	Mr Neville Buch
Position	Non-Executive Director
Number of Securities to be issued	180,000
Date by which the Company will issue the securities	29 December 2004
Issue Price	5 cents
Value of Shares	\$9.000
Type of Security	Fully Paid Ordinary Share
Funds to be Raised	Nil
Purpose for Issue	In lieu of FY2003/2004
	non-executive director fees

Each of the above transactions are to be made within one month following the Annual General Meeting, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the $15\%$ limit set out in ASX Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 7 of the Explanatory Memorandum.)

$7.$ Resolution 5 - Approval of proposed share issues in lieu of repayment of loan facilities loan to Company from non related party

That pursuant to ASX Listing Rule 7.1, approval is given to the issue up to a maximum of $71$ 6,460,955 fully paid ordinary shares to And Technologies Pty Ltd at the request of the lender in writing in full and final satisfaction of the outstanding loan to the Company and in lieu of eligible cash payments under a loan agreement between the Company and And Technologies Pty Ltd. The funds borrowed by the Company under this loan agreement are being used to fund ongoing R&D. This transaction is to be made on or before 28 February 2005, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in ASX Listing Rule 7.1.

Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 7 of the Explanatory Memorandum.

BY ORDER OF THE BOARD

Geoffrey A Rann Company Secretary

This 28^th day of October, 2004. Sydney, NSW.

NOTES:

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

A Proxy Form accompanies this Notice and to be effective must be received at the Company's registered office:

Medical Monitors Limited Suite 407 Office Tower Westfield Eastgardens Eastgardens NSW 2036

OR by Facsimile: +61 2 9344 8200

no later than 48 hours before the meeting (being held on 29^th November 2004).

• 1. Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
• 1. Pursuant to regulation 7.11.37 of the Corporations Regulations, the Company has determined that a member's entitlement to vote at the Annual General Meeting shall be based upon that member's holding of the Company's shares, as recorded in the Company's Register of Members, as at close of business on 26^th November 2004 (being the "snapshot date").

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting ("AGM").

$1₁$ General Information

This section sets out general information about the matters set out in the Notice. The other sections provide specific information relating to particular resolutions.

$2.$ Resolution 1 - Re-election of a Director and confirmation of Directors

(a) Mr Harry Platt is a senior technology consultant to the company with extensive experience in the field of telemedicine, and has been involved in the Medical Monitors business since June 2001 as an executive director.

(b) Mr John Genner has extensive experience in finance and investment and has been involved in the Medical Monitors business since 2001as a non-executive director.

(c) Mr Boris Patkin was appointed as a Director by the Board, on 16 February, 2004, being subsequent to the AGM of November, 2003. He has senior management experience, having worked for a large multinational company in Australia, and has been involved in corporate and financial restructuring and international trade.

(d) Mr Neville Buch was appointed as a Director by the Board, on 16 February, 2004, being subsequent to the AGM of Nov. 2003. Mr Buch has a background in global marketing, strategy and major account sales. He has had significant business experience in the USA, Europe and Asia.

3. Resolution 2 - Approval of previous share issues – private placements

ASX Listing Rule 7.1 provides that a company must not, without the approval of holders of ordinary shares and subject to certain exceptions, issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 allows the Company to obtain from shareholders the subsequent approval of issues of equity securities, the issue of which did not breach Rule 7.1. Such subsequently approved issues are treated as having been made with approval under Rule 7.1 and are thus then excluded from the 15% limit.

Over the past 12 months the company has issued shares as private placements within the 15% limit set by Rule 7.1 in two tranches.

The number of shares allotted:

A total of 30,008,105 fully paid ordinary shares were allotted in two tranches.

The issue price of the shares

Tranche One: 16,500,005 shares were issued at 5 cents each, on 25 February, 2004

Tranche Two: 13,508,100 shares were issued at 6.3 cents each, on 27 April, 2004

The terms of the shares:

All of the shares issued were fully paid ordinary shares and rank pari passu with existing ordinary shares on issue and have identical attaching rights.

The basis of the allotment:

The shares were issued to private clients of Macquarie Equities Limited, Axis Financial Limited and various sophisticated private investors who were all parties unrelated to the Company. The shares were issued in two tranches:

Tranche One: 16,500,005 shares were issued at 5 cents each, on 25 February, 2004.

Tranche Two: 13,508,100 shares were issued at 6.3 cents each, on 27 April, 2004.

Purpose of the issue

The shares were issued to provide additional working capital for the Company to fund domestic and overseas marketing programs and the development of additional monitoring infrastructure.

The Company seeks subsequent approval for the above share issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

Accordingly the board of directors ("Board") unanimously recommends that shareholders vote in favour of these resolutions.

$\overline{4}$ . Resolution $3$ - Approval of proposed share issues $-$ private placements

As explained under Resolution 2, ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.3.2 allows approval to be obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 28 February 2005, the Company is seeking to issue a maximum of 70 million ordinary fully paid shares in order to provide additional working capital to fund further development of advanced ECG monitoring devices, which also includes the development of monitoring software systems.

The anticipated budget for new business opportunities includes \$1 million required to fund new monitoring service opportunities together with potential partners in Asia, particularly for Japan, Hong Kong, China and India. In addition, these new programs will require \$1 million of working capital for the marketing and sales programs. Some of these expenses may be reimbursed through Austrade Export Marketing Development Grants and other grant programs. Finally, to take full advantage of the expanding monitoring market, the Company will seek to develop new advanced ECG monitoring products, which will provide potential sales revenue for the Company in 2005/06.

The price at which the shares will be issued will be at a minimum of 80% of the average market price calculated over the last 5 days prior to the date of issue on which sales of the shares were recorded on the ASX. All the shares to be issued will be fully paid shares which rank pari passu with existing ordinary shares on issue and have identical attaching rights. The allotment of these shares will occur progressively during the 3 month period to 28 February 2004.

The shares will be issued via private placement to the following parties:

The allottees / placees for the shares are not known by the Company as at the date of this notice. The placement/s will be targeted at and the offer made to sophisticated private investors, private clients of registered ASX brokers and institutional investors. The placement/s is not targeted at the retail market and the Directors will use their discretion to determine the allottees / placees of the shares. Each party will be unrelated to the Company.

The Company seeks approval for the above share issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

Accordingly the Board unanimously recommends that shareholders vote in favour of this resolution.

$\mathbf{5}$ . Resolution 4 - Approval of proposed share issues to (a) Former and (b) Current Directors

ASX Listing Rule 10.13.3 allows approval to be obtained from shareholders, for the issue of securities to related parties, if these securities are issued up to 1 month from the date of the Annual General Meeting.

In the period to 28 December 2004, the Company will issue ordinary fully paid shares up a maximum of 1.140.000 ordinary shares distributed to each Director (as outlined in Special Business, Item 6 above). and in particular to (a) Dr Jerome Goldberg, and (b) Mr John Genner, (c) Mr Neville Bush in lieu of their Director's fees for the FY 2003 -2004. The issue price would be at 5 cents per share.

The issue of these securities will assist the Company in reducing its direct cash commitments.

Accordingly, the other Board members unanimously recommends that shareholders vote in favour of this resolution.

6. Resolution 5 - Approval of proposed share issues in lieu of loan facilities to Company from non-related party

As explained under Resolution 2, ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.3.2 allows approval to be obtained from shareholders for proposed share issues up to 3 months from the date of the meeting. This rule applies to resolution 6.

Under Resolution 5, on or before 28 February 2005, the Company will issue ordinary fully paid shares, if requested in writing by And Technologies Pty Ltd (the lender and an unrelated party to the company), up to a maximum of 6,460,955 fully paid ordinary shares, being equivalent to \$324,000 at 5 cents per share, in full and final satisfaction of any further cash repayments. The loan facility, provided in May, 2004, was granted in order to provide for working capital to fund ongoing R&D.

All the shares to be issued pursuant to Resolution 5 will be fully paid shares which rank pari passu with existing ordinary shares on issue and have identical attaching rights.

Accordingly the Board unanimously recommends that shareholders vote in favour of this resolution.

$7.$ Voting Exclusion Statement

The Company will disregard any votes cast in respect of Resolutions 2a and 2b by any person who participated in the relevant issue of shares in the Company and any associate of such a person.

The Company will disregard any votes cast in respect of Resolution 3 by:

• a) Sophisticated Investors and any other persons who may participate in the relevant issue of shares in the Company:
• b) a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
• c) the associates of any person referred to above in a) or b).

The Company will disregard any votes cast in respect of Resolution 4 by:

• a) any former director or current director of the Company that may be issued shares pursuant to Resolution 4 and:
• b) any associate of any former director or current director of the Company that may be issued shares pursuant to Resolution 4.

The Company will disregard any votes cast in respect of Resolution 5 by:

• a) And Technologies Pty Ltd, or its nominees, and any other persons who may participate in the relevant issue of shares in the Company;
• b) a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
• c) the associates of any person referred to above in a)

However the Company need not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a directions on the proxy form to vote as the proxy decides.

APPOINTMENT OF PROXY

The Secretary Medical Monitors Limited Suite 407 Office Tower Westfield Eastgardens Eastgardens NSW, 2036

Facsimile: +61 2 9344 8200

¹Appointment of Proxy

$1/We$
$of$
being a member of Medical Monitors Limited, hereby appoint:
$of$
or in his absence
$of$

or failing him/them or any effective appointment, the Chairman of the Meeting as my/our proxy, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on $20^{th}$ November 2004 and at any adjournment thereof.

$2\dot{\mathrm{V}}$ oting

		FOR	AGAINST	ABSTAIN
Resolution 1a	Re-election of Mr Harry Platt
Resolution 1b	Re-election of Mr John Genner
Resolution 1c	Election of new Directors – Mr Boris Patkin
Resolution 1d	Election of new Directors - Mr Neville Buch
Resolution 2a	Approval of previous share issues - Tranche One
Resolution 2b	Approval of previous share issues - Tranche Two
Resolution 3	Approval of proposed share issues - private placements
Resolution 4a	Approval of proposed share issues - former directors
Resolution 4b	Approval of proposed share issues - current directors
Resolution 4c	Approval of proposed share issues - current directors
Resolution 5	Approval of proposed share issues - in lieu of repayment of loan facilities to non-related party

The Chairman intends to vote all undirected proxies FOR all resolutions.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

³Shareholders who wish to appoint two proxies:

State the percentage or number of your votes applicable to this form

⁴Sign here:

Dated this day of November, 2004

All individuals and joint holders must sign

Signature

Signature

Proportion No. of votes OR $\frac{0}{6}$

Companies (affix seal as required)

Director

Director/Company Secretary

Sole Director and Sole Company Secretary

Signature

Instructions for completing "Appointment of Proxy" form

Please direct your proxy how to vote. If no directions are given, your proxy will be entitled to vote or abstain as the proxy thinks fit. The proxy form on the reverse side of this page must be received at Medical Monitors Limited, Suite 407 Office Tower, Westfield Eastgardens, Eastgardens, NSW, 2036, no later than 5:00 PM (WST) of Friday, $26^th$ November 2004. Signed proxy forms received by facsimile +61 2 9344 8200 will be accepted.

$\mathbf{1}$ . Appointment of Proxy

You need to insert the name of the person you wish to appoint as proxy. A proxy need not be a shareholder of the Company. However, shareholders cannot appoint themselves.

The Chairperson of the meeting will act as your proxy if no proxy is named or if your appointed proxy fails to attend the meeting.

$\overline{2}$ . Voting on business of the meeting

The Notice of Annual General meeting included with these documents has details about each agenda item. If you wish to direct your proxy how to vote on a particular item, place a mark in the appropriate box. If a mark is placed in a box your total shareholding will be voted in the manner. The vote will be invalid if a mark is made in more than one box for a particular item. You may choose to split your vote by making an X in the box indicated and inserting the number of shares you wish to vote in the appropriate boxes. In this case the vote will be invalid if the total number of shares shown in the "for", "against" and "abstain" boxes is more than your total shareholding on the share register.

$\overline{3}$ . If you wish to appoint two proxies

You are entitled to appoint no more than two persons to attend the meeting and vote. If you wish to appoint more than one proxy you may obtain an additional proxy form by contacting the Company's share registry. Both proxy forms should be completed with the nominated percentage or number of your voting rights on each. If 2 proxies are appointed but the appointment does not specify the proportion or number of the member's voting rights which each proxy may exercise, the Corporations Act 2001 provides that each proxy may exercise half of the member's votes.

$\overline{4}$ . Shareholder signature(s)

The proxy form must be signed by the shareholder(s) or, if a corporation, executed in accordance with section 127 of the Corporations Act 2001 or under the hand of an authorised officer or attorney. If the proxy form is signed by a person who is not a registered shareholder, then the relevant authority must either have been exhibited previously with the Company's share registry or be enclosed with this proxy.

This page left intentionally blank