RAIDEN RESOURCES LIMITED — Capital/Financing Update 2011

Aug 1, 2011

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VILLAGES AND RESORTS LIMITED ABN 68 009 161 522

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2[nd] August 2011

SVC MARKET UPDATE

Re capitalisation of SVC and Re quotation to the ASX

The Directors of Shell Villages and Resorts wish to outline the strategy being pursued to achieving the re capitalisation of the Company and re-quotation of the Company’s shares on to the ASX.

Company Background

SVC is a developer of retirement villages for the over 55’s. Previous to a transition in 2007 to retirement village provider SVC was known as Medical Monitors Limited and was developing heart monitoring solutions for cardiac patients, prior to 2001 the Company was known as Defiance Mining NL.

In 2008 the then Board of Directors of SVC embarked on a sell down of all the property assets held within the portfolio, 2008 coincided with the GFC when property prices were depressed, at the end of this liquidation period SVC was left in a difficult financial position with over $2,200,000 in debts and little in tangible assets. Since then the board, now consisting of almost entirely new Directors has negotiated all the major debts to conversion to equity, and has raised some $450,000 over the past 18 months to accommodate creditors and to finalize the management accounts for 2009, 2010, and 2011.

Property and Retirement Village Development

In the last decade the retirement village industry has been revolutionized to reconfirm its status as a place which caters for over 55’s retirees, who are self-sufficient and self-supporting, but who choose to live in a community of retired persons with appropriate community facilities and help at hand in an emergency. Australian Bureau of Statistics data suggest that by 2051, 27% of an estimated population of 25 to 33 million will be aged over 65. With the over-65 demographic growing at double the rate of the rest of the population, Australia would require a minimum of 2100 additional retirement villages, or more than 311,000 dwellings, by 2050, according to the Retirement Village Association.

In addition to retirement villages SVC is intending on broadening its property development focus to a range of development proposals that are available and have the potential for significant returns in

the current market, targeting properties with the potential for an uplift in zoning following the NSW State Government’s direction to standardise local Council LEPs. SVC is widening its horizon to residential subdivisions, development of senior living and affordable housing projects as well as the retirement village sector. These endeavours are assisted by;

• Strong population growth and continued housing demand

• Increasing aged demographics with the over 55’s the fastest growing segment of the population now and for the next ten years

• Attractive locations in coastal as well as urban areas

• Increased density availability in urban/city areas

In tandem with this business plan SVC will continue to asses other business opportunities within and outside of the property industry.

As well as uplift in value from development approvals, well established villages present a strong rollover/income profile for the management company.

To enable the search and selection of the most desirable projects SVC has contracted HD Consulting Pty Ltd. to search, propose, and negotiate terms for possible acquisitions. HD Consulting Pty Ltd has an excellent track record in property development in NSW with many successful developments having been sourced and developed successfully on their own behalf, for clients, and syndicates.

SVC has significant losses in its current industry which provides an opportunity to create profits and utilise losses to offset tax liabilities within that same industry. Through the experience of HD Consulting the Board is searching for suitable projects whose value can be improved through carefully considered development proposals and seeking out opportunities where they arise. A number of proposed projects have been presented to SVC to date including affordable housing, retirement village development sites, and completed and occupied villages; the board is currently reviewing a number of these opportunities with the intention of engaging in due diligence and negotiations when suitable opportunity is located and the Company is recapitalised.

Eradication of Debt and Issue Statutory Accounts

• The Company has completed management accounts for parent and subsidiary company’s for the 2009, 2010, and 2011 full years. The accounts are currently with the Company’s auditor prior to release to market.

• The Directors have as previously announced negotiated terms with its creditors to convert some $2,200,000 of debt into equity in the Company; however it has been only in the last two months that the most substantial agreement for conversion of debt, being the convertible note debt agreement has been signed. The conversion of which is to be approved by shareholders at its AGM and converted immediately thereafter. The finalisation of these deeds of conversion has been exceptionally important for the Company as it has remained uncertain until this time wether the Company could and would be in a position to recapitalise itself.

• The Company’s accounts will provide a pro-forma balance sheet for the purpose of providing the reader with a view of the solvency of the Company post this final debt conversion.

Re Capitalisation

• The Company intends to accept a placement of up to some $300,000, subject to shareholder approval at its AGM, to meet its obligations to short term creditors, and to provide ongoing funding for the Company including the production of a disclosure document.

• The Company also intends to issue a disclosure document to raise a minimum $1,200,000 and a maximum of $2,000,000. These funds will be utilised to

  • Conduct property search and evaluation

  • Corporate ongoing costs

  • Feasibility studies

  • Property deposits

  • Development Approval applications

  • Further possible investments

Approximate timeframe;

1. Audited Accounts completed early August

2. AGM held Late August

3. Issue Disclosure Document to ASIC early September

4. Closure of offer by late September

5. Request Re-quotation of SVC’s shares on ASX early October

Please do not hesitate to contact the Company for any further information or clarification on the matters addressed in this update.

Yours faithfully,

Richard Pritchard Director