RAIDEN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2002

Oct 31, 2002

MEDICAL MONITORS LIMITED ACN 009 161 522

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 29^th November 2002, 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 2002.

2. Resolution 1 - Election of Directors

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

$2.1.$ That 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 re-elected as a director of the Company.

SPECIAL BUSINESS

3. Resolution 2 - Approval of previous 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 7.4, approval is given to the issue of the securities via private $3.1.$ 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 $\overline{ASX}$ Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 9 of the Explanatory Memorandum.)

4. Resolution 3 - Approval of previous share issues - Shareholder Share Purchase Scheme

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

That pursuant to ASX Listing Rule 7.4, approval is given to the issue of the securities under the $4.1.$ Shareholder Share Purchase Scheme 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 9 of the Explanatory Memorandum.)

5. Resolution 4 - 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 is given to the issue of up to a maximum of $13$ $5.1.$ million ordinary shares via private placements on or before 28 February 2003, 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 9 of the Explanatory Memorandum.)

6. Resolution 5 - Approval of proposed share $\&$ option issues – to Mr Stephen Kaufman

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

6.1. That pursuant to ASX Listing Rule 7.1, approval is given to the issue of up to a maximum of 5 million ordinary shares and 5 million 30 June 2005 options to Mr Stephen Kaufman on or before 28 February 2003, 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 9 of the Explanatory Memorandum.)

7. Resolution 6 - Approval of share issues under Employee Share Plan

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

That approval be given to the issue of securities under the Company's Employee Share Plan, a $7.1.$ summary of which is included in the Explanatory Memorandum.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 9 of the Explanatory Memorandum.)

8. Resolution 7 - Approval of issue of securities to related parties

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

8.1. That pursuant to ASX Listing Rule 10.11, approval be given to the issue of a total of 7 million shares. at an issue price of 3.5 cents per share, to Drawgrove Pty Ltd, Chriswall Holdings Pty Ltd and S.J.A. Pty Ltd, each of whom is a related party of the Company through the Company Chairman Dr Jerome Goldberg), on or before 28 December 2002, as detailed in the Explanatory Memorandum.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 9 of the Explanatory Memorandum.)

BY ORDER OF THE BOARD

Geoffrey A Rann Company Secretary

This 28^th day of October 2002 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 2002).

• 1. Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
• 1. 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 22^nd November 2002 (being the "snapshot date").

MEDICAL MONITORS LIMITED

ACN 009 161 522

EXPLANATORYMEMORANDUMTOSHAREHOLDERS

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.

$1₁$ 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

Mr John Genner (CPA, JP) has extensive experience in finance and public company matters and has been actively involved in the Medical Monitors business. He is currently a Director, and the Chairman of Australian Overseas Resources, an ASX listed company.

$3.$ 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 made the following issues of shares as private placements within the 15% limit set by Rule 7.1.

The number of shares allotted:

A total of 7,555,335 fully paid ordinary shares were allotted in two tranches.

The issue price of the shares

The shares were issued at 7.5 cents each.

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 Terrain Securities Pty Ltd, who were all parties unrelated to the Company. The shares were issued in two tranches:

• a) The first tranche of 6,855,335 ordinary shares were issued on $28^th$ June, 2002; and
• b) the second tranche of 700,000 ordinary shares were issued on $20^th$ September, 2002.

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") recommends that shareholders vote in favour of this resolution.

$\boldsymbol{4}$ . Resolution 3 - Approval of previous share issues - Shareholder Share Purchase Scheme

ASX Listing Rule 7.1 and 7.4 are explained above under Resolution 2.

Over the past 12 months the company has made the following issues of shares under the Shareholder Share Purchase Scheme ("SSPS") within the 15% limit set by Rule 7.1.

The number of shares allotted:

A total of 13.614.281 fully paid ordinary shares were allotted.

The issue price of the shares

The shares were issued at 3.5 cents each.

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 shareholders of the Company, as at the record date of 20^th September, 2002, who elected to take up shares under the SSPS, dated the 24^th September, 2002. The shares were issued on 21^st October 2002.

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") recommends that shareholders vote in favour of this resolution.

5. Resolution 4 - Approval of proposed share issue s – 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 obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 28 February 2003 the Company is seeking to issue a maximum of 13 million ordinary fully paid shares in order to provide additional working capital for the Company to fund domestic and overseas marketing programs and the development of additional monitoring infrastructure.

The price at which the shares will be issued will be 3.5 cents per share. 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 2003.

The shares will be issued via private placement to the following parties (who are not related parties to the Company):

Yarandi Investments Pty Ltd

Allmybils Pty Ltd or its nominees

Such parties who are not related parties of the Company as the Directors in their discretion may so determine.

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 recommends that shareholders vote in favour of this resolution.

6. Resolution 5 - Approval of proposed share issues - to Mr Stephen Kaufman

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 obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 28 February 2003 he Company is also seeking to issue a maximum of 5 million ordinary fully paid shares and a maximum of 5 million options to acquire one ordinary fully paid share at 20.0 cents per share (exercisable at any time prior to $30^{\text{th}}$ June 2005) to Mr Stephen Kaufman, CEO of Technology Sourcing International Inc. ("TSI"), who is a resident of the United States. The terms of the options to be issued to Mr Kaufman are the same as the Company's listed $30^th$ June 2005 options, the terms of which are attached to this Explanatory Memorandum as Annexure A.

These shares and options are to be issued free of charge to Mr Kaufinan in recognition of the valuable contribution to the development of the Company's home health care business in the United States and to encourage further contribution of business opportunities and development. The Company currently pays no direct consulting fees to Mr Kaufman. TSI charges the Company a small fee each month to cover the cost and general expenses for work carried out by TSI on behalf of the Company. However, other TSI employees and Mr Kaufman devote considerable time and effort to obtain and develop business opportunities for the Company in North America.

The Board considers it is in the best interests of the company to reward and encourage this contribution in a manner which serves to enhance the alignment of TSPs and Mr Kaufman's interests with the success of the Company, as reflected in the market price of Company shares listed on the ASX. The allotment of these shares and options will occur progressively during the 3 month period to 28 February 2003.

The Company seeks approval for the above share and option 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 recommends that shareholders vote in favour of this resolution.

$7.$ Resolution6 - Approval of Employee Share Plan

The Company proposes to introduce an Employee Share Plan ("ESP"). Approval is sought for the issue of shares under the ESP.

Objectives of the ESP

The objectives of the ESP are fourfold:

• to reward past employee performance and loyalty;
• to provide an incentive for employees to maintain and improve personal performance;
• to provide an incentive for employees to enhance company performance, as reflected in the $\bullet$ market price of shares on the ASX;
• to assist in the retention of valuable employees in a competitive employment marketplace.

Summary of terms of Plan

Shares under the Plan are issued free of charge to full-time or permanent part-time employees selected by the Board who have at least 12 month's experience with the Company. The number of shares to be issued to each employee will be determined by the Board taking into account such factors as the employee's length of service, performance and contribution to the Company.

Shares issued under the plan will be subject to restrictions on sale or transfer for a period or periods determined by the Board. Shares will not be issued under the ESP to directors or related parties of the Company.

MEDICAL MONITORS LIMITED

ACN 009 161 522

APPOINTMENT OF PROXY

The Secretary
Medical Monitors Limited
Suite 407 Office Tower
Westfield Eastgardens
Eastgardens
NSW, 2036	Facsimile: 612 9344 8200
1 Appointment of Proxy
I/We
of
being a member of Medical Monitors Limited, hereby appoint:
$\delta f$
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 29 November 2002 and at any adjournment thereof.

²Voting

		FOR	AGAINST	ABSTAIN
Resolution 1	Re-election of J Genner
Resolution 2	Approval of previous share issues -private placements
Resolution 3	Approval of previous share issues - SSPS
Resolution 4	Approval of proposed share issues – private placements
Resolution 5	Approval of proposed share issues - to Mr Kaufman
Resolution 6	Approvalshare issues under Employee Share Plan
Resolution 7	Approval of share issues to the Goldberg Parties

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:

day of

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

'Sign here:

Dated this

2002

All individuals and joint holders must sign

Signature

Signature

Director/Company Secretary

Director

Sole Director and Sole Company Secretary

Companies (affix seal as required)

Signature

Proportion $\frac{6}{4}$

MEDICAL MONITORS LIMITED ACN 009 161 522

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 48 hours before the time set for the meeting. Signed proxy forms received by facsimile 612 9344 8200 will be accepted.

$\mathbf{I}$ . 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.

$2.$ 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.

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.

$\overline{4}$ . Shareholdersignature(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.

Annexure A

Excerpt from the Information Memorandum as tabled to the Shareholders of the Company, at the EGM of April 9, 2001.

Terms and Conditions of the Bonus Options, Vendor Options and Placement Options

The material terms and conditions of these Options are as follows:

• $(a)$ each Option entitles the holder, when exercised, to one Share;
• the Options are exercisable at any time prior to 5:00PM (WST) on 30 June, 2005; $(b)$
• $(c)$ the exercise of the price of the Options is 20 cents each (post consolidation):
• subject to the Corporations Law, the Listing Rules and the Constitution, the $(d)$ Options are freely transferable and will only be quoted on ASX if a sufficient spread of options holders exists in compliance with the ASX Listing Rules;
• $(e)$ all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares. The Company will apply for the official quotation by ASX of all Shares issued upon exercise of the Options:
• there are no participating rights or entitlements inherent in the Options and holders $(f)$ will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, the Company will ensure, for the purposes of determining entitlements to any issue, that optionholders will be notified of the proposed issue at least seven (7) Business Days prior to the record date. This will give optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue; and
• if at any time the issued capital of the Company is reconstructed, all rights of the $(g)$ optionholders are to be changed in a manner consistent with the Listing Rules.