RAIDEN RESOURCES LIMITED — Board/Management Information 2011

Jan 6, 2011

ASX Markets Supervision 20 Bond Street Sydney NSW 2000

Extraordinary General Meeting

As advised in the previous announcement, a notice of meeting has been received by the Company from a Director pursuant to the Corporations Act Clause 249CA. The notice is hereby attached and is today being dispatched to the members.

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Regards

Richard Pritchard Company Secretary and Director Shell Villages and Resorts Limited FFC CITY SERVICES 2 96093257

ABN 68 009 161 522

SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: Time of Meeting: Place of Meeting: Tuesday February 8th 2011 10.00am (Sydney time) Suite 20, Level 3, 72 Pitt Street, Sydney

This Notice of General Meeting should be read in its entirety. If shareholders are in doubt as to thow they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. J. film and $\lambda = 0.1$ .

SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

NOTICE OF GENERAL MEETING

Pursuant to Section 249C of the Corporations Act 2001 (Cth) Notice is hereby given that a General Meeting of shareholders of SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522 ("Company") will be held at the offices of the Company Suite 20, Level 3, 72 Pitt Street, Sydney, on Tuesday February 8^th 2011 at 10.00 a.m. (Sydney time)

AGENDA

Introduction

General Nature of the Meeting's Business

The nature of this meeting of the members of the Company is for the purpose of consideration of three resolutions to appoint additional directors and one resolution to issue shares pursuant to a placement of shares.

ORDINARY BUSINESS

RESOLUTION 1 - APPOINTMENT OF DIRECTOR

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, pursuant to the power under the Company's Constitution Mr. Gregory Cornelsen be and is hereby appointed a director of the Company."

RESOLUTION 2 - APPOINTMENT OF DIRECTOR

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, pursuant to the power under the Company's Constitution Mr. Brett Crowley be and is hereby appointed a director of the Company."

RESOLUTION 3 - APPOINTMENT OF DIRECTOR

To consider and, if thought fit, pass the following Ordinary Resolution:

"That, pursuant to the power under the Company's Constitution Mr. Ian William Dorney be and is hereby appointed a director of the Company."

RESOLUTION 4 - APPROVAL OF ISSUE SHARES - PLACEMENT

To consider and, if thought fit, pass the following Ordinary Resolution with or without amendment:

"That, for the purpose of ASX Listing Rules under Chapter 7, Chapter 6d of the Corporations Act, and for all other purposes, approval is given for the Company to issue and allot up to 10,000,000 ordinary shares in the issued capital of the Company, subject to approval of resolutions 1, 2 and 3, to Equity & Law Pty Ltd, an Australian Financial Services Licensed company, as contemplated by under section 708 of the Corporations Act pursuant to an offer of placement at an issue price of \$0.01 per share"

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except solely in the capacity of a shareholder and any associate of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in $\bullet$ accordance with the directions on the proxy form; or
• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

$\cdot$

By Order of a Director of Shell Villages and Resorts

Richard Wyn Pritchard Director and Company Secretary Shell Villages and Resorts Limited

0418617827

richard.w.pritchard@gmail.com

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . INTRODUCTION

This Explanatory Memorandum is provided to shareholders of SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522 (Company) to explain the resolution to be put to Shareholders at the General Meeting to be held at the Company's office, Suite 20, Level 3, 72 Pitt Street, Sydney on Tuesdav February 8^th 2011 commencing at 10.00am (Sydney time).

The Director Mr. Richard Pritchard who is issuing this document recommends shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

RESOLUTION 1.2 AND 3 - APPOINTMENT OF DIRECTORS

The Board of Shell Villages and Resorts is currently comprised of three Directors;

Boris Patkin

David Diamond

Richard Pritchard

The Company is currently attempting to complete its Audited Accounts for the years 2008-2009. and 2009-2010. It is evident from my knowledge of the Company's past and discussions with the Auditor, that many of the past events are very difficult to reconcile for the current board, as it is constituted. Mr. Boris Patkin has had a long association with the Company over many years and is involved in a number of related party matters which require resolving. These conflicts relate to matters which are essential to resolve if the company is to move forward. Mr. David Diamond, who has also had a history with the Company far beyond the term of his current Directorship is closely associated with Mr. Patkin. It is my view that due to this strong relationship with Mr. Patkin, Mr. Diamond is conflicted in his consideration of the many difficult and related party matters which now face the Company.

I have reached the conclusion that the Board must be reconstituted with a majority of the Board being independent of the Company's more contentious past. I believe it is essential for all concerned that the audited accounts be approved by a Board constituted of a majority of Directors who have no past history with the Company. There is also a need to put in place an experienced, qualified, and independent Company Secretary to manage the Company's affairs in a timely, independent, and efficient manner.

I have been associated with the Company since the autumn of 2009 at which time the Company was already suspended, had sold all of its assets, and was not operating a business. It is through the implementation of the placement funds of \$262,000 which I introduced to the Company that we have now an opportunity and a plan to attain relisting.

It is for the above reasons that I am putting forward Mr. Gregory Cornelsen, Mr. Brett Crowley, and Mr. Ian Dorney as additional Directors to the Board, I hereby provide a short resume for each proposed new director;

Background Information on the proposed new Directors

Mr. Greg Cornelsen

Greg Cornelsen is a former international rugby union player, with 25 caps for the Australian Wallabies. He is a board member of the Australian Schools Rugby Foundation and a current 2010 Wallabies Statesman for Rugby Australia. His rugby and business backgrounds have allowed him to develop an extensive network within the Australian business community. Greg has previously formed, managed, and sold successful businesses in Australia. He is currently on the board of Bluglass Limited (ASX:BLU), Blackcrest Resources Limited (ASX:BCR), RKS Consolidated Limited (ASX:RKS) and FTD Corporation Limited (ASX:FTD).

Mr. Brett Crowley

Brett Crowley is a Solicitor and Barrister (NSW) and a Chartered Accountant. He is an experienced ASX listed Public Company Chairman, Director and Company Secretary. He currently practices as a Solicitor with a medium sized CBD firm primarily handling tax, corporate, contracts and property matters. Mr. Crowley is currently a Non-executive director and Company Secretary of Vesture Limited (ASX:VES). Vesture is one of the largest strata management companies in Australia, managing in excess of 27,000 lots, Company Secretary of Flat Glass Industries Limited (ASX: FGI). He was formerly a Partner of Ernst & Young in Hong Kong and Australia from 1988 to 1994 and a partner of KPMG from 1998 to 2000. Brett Crowley is a former player in the NRL having played for the Cronulla Sharks, and was a finalist in the 1978 Grand Final.

Mr. Ian William Dorney

lan Dorney has over 20 years experience in the Financial Services industry. During this time he has held senior management and board positions in a number of financial services companies. He founded Mortgage Systems Australia (MSA), in 1992, which was at the forefront of mortgage securitization in Australia at that time. In 1998 he merged MSA with Equity & Law, a financial planning business. Ian Dorney is the Managing Director and Responsible Officer of Equity & Law. Equity & Law provides wealth management solutions to high net worth individuals. Since 1995 Ian has personally controlled and been responsible for a number of successful property developments. The most recent was a 46 unit development in Stanley Street, Chatswood.

MOVING FORWARD

To effect the successful completion of the audited accounts it is necessary to demonstrate to the auditor that the Board and Shareholders are supportive of a plan to move forward, this plan should include how the Company proposes to:

• a. Pay or agree arrangements with its creditors, including the auditor;
• b. Has a proposed business plan which is supported by shareholders
• c. Has access to sufficient capital to enable that business plan

The Company through its subsidiary companies has considerable losses involving property development, this makes retaining the Company in its current business sensible in light of the offsetting value of those losses against possible future gains within the same industry. The property development industry in Australia has gone through difficult times since the global financial crisis when finance became more restricted and development margins shrank. Now, however there are signs of change with financing and equity provision becoming more apparent

and good development opportunities arising for the astute. There are also opportunities outside of the Australian property market which can be considered.

With confidence in the Board, a business plan, and a strong management team I believe that there is every opportunity for the Company to succeed. Expressions of interest in providing substantial equity placement to enable relisting has been communicated to me by parties interested in pursuing this direction, in addition immediate funding has been offered as set out in Resolution 4, which is dependent upon the reconstitution of the Board as would occur with the approval by shareholders of Resolutions 1, 2 and 3.

Richard Pritchard

Director

RESOLUTION 4 - PLACEMENT ISSUE SHARES

Introduction

In all \$100,000 would be raised by the issue of 10,000,000 shares to the applicants listed below. Shares would be issued at \$0.01 per share in the parcels set out below. By this resolution being passed, the Company will allot 10,000,000 shares to the Company named below, subject to the successful approval by shareholders of Resolutions 1, 2 and 3. The current issued capital in the Company is 69,358,368 shares; with the addition of the shares contemplated under this resolution the total issued capital in the Company would be 79,358,368.

Regulatory Requirements

ASX Listing Rule 7.3 requires the notice of meeting to include the following information:

• a) 10,000,000 fully paid Shares are to be allotted (Allotted Shares).
• b) The Allotted Shares are to be issued at 1.0 cents each.
• c) The Allotted Shares are ordinary fully paid shares and are to be issued on the same terms and rank equally with other fully paid Shares on issue.
• d) The Allottee is:

Equity & Law Pty Ltd Total 10,000,000

The allottee is not a related party of the Company.

• e) The shares will be issued and allotted within 3 months after the date of the meeting.
• f) The funds will be utilised as working capital primarily to enable the successful completion of the audit of the company's accounts for 2008-2009 and 2009-2010 financial vears.

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