RAIDEN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

Dec 8, 2008

SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

NOTICE OF GENERAL MEETING

TIME : 10:00 am (EDST) DATE : 31[st] December, 2008 PLACE : Bonnie Doon Golf Club Banks Ave Pagewood (SYDNEY) 2036

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 7) 3381 9647.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolution)	3
Explanatory Statement (explaining the proposed resolution)	4
Glossary	7
Proxy Form	8

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (EDST) on Wednesday, 31[st] December, 2008, at:

Bonnie Doon Golf Club, Banks Ave, Pagewood (SYDNEY), NSW 2036

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Shell Villages and Resorts Limited, PO Box 494, Goodna, Qld, Australia, 4301; or

• (b) facsimile to the Company on facsimile number (07) 3381 9637,

(International +61 7 3381 9637)

so that it is received not later than 9:00 AM (EDST) on Monday, 29[th] December, 2008.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders will be held at 10:00 am (EDST) on Wednesday, 31[st] December, 2008, at Bonnie Doon Golf Club, Banks Ave, Pagewood (SYDNEY), NSW 2036.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10:00 AM (EDST) on Monday, 29[th] December, 2008. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – DISPOSAL OF ASSETS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for all purposes, approval is given for the Company to dispose of a number of its assets pursuant to a Sale and Purchase Deed on the terms and conditions in the Explanatory Statement.”

DATED: 1 DECEMBER, 2008

BY ORDER OF THE BOARD

LYNN THOMPSON COMPANY SECRETARY SHELL VILLAGES AND RESORTS LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00 AM (EDST) on Wednesday, 31[st] December, 2008, at Bonnie Doon Golf Club, Banks Ave, Pagewood (SYDNEY), NSW 2036

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.

1. BACKGROUND

On 23 August 2007, the Company entered into a share sale agreement ( Share Sale Agreement ) with iCardia Healthcare Pty Ltd ( iCardia ) with respect to the sale of the issued share capital of Heart Monitors Pty Ltd and all other shares held by the Company in associated medical companies ( Medical Shares ). However, the parties agreed to treat the transactions contemplated by the Share Sale Agreement as being completed only on Shareholder approval being obtained.

In consideration for the acquisition of the Medical Shares, Dr Allan Shell and Mrs Roma Shell (the shareholders of iCardia) agreed to cancel all outstanding debt (including interest and charges) owed by the Company to Dr Allan Shell and Mrs Roma Shell, the value of which was $2,460,405. Dr Shell was a former director of the Company and had resigned prior to the signing of the Share Sale Agreement.

The sale of the Medical Shares (should have but) did not specifically incorporate the sale of the technology in the following medical technology devices:

• (a) the devices know as “SUPER”, “SUPER RT” and “BPfone” and their related software and other technologies; and

• (b) all electrocardiogram recorder and blood pressure monitoring devices, technology and software developed by the Company,

(together, the Devices ).

Accordingly, the Company has retained ownership of a number of assets relating to the Devices, including trademarks, patents and other Intellectual Property ( IP ) relating to the Devices and records, contracts, goodwill and receivables relating directly to the Devices ( Assets ). The Company also owned the business of developing and exploiting the Devices ( Business ).

To complete the divestment of all of the Company’s medical assets, as was originally intended in August, 2007, the Company entered into a sale and purchase deed with iCardia on 28 July 2008 ( Sale and Purchase Deed ) pursuant to which it was agreed by the Board of Directors to sell the Business and the Assets to iCardia for $1.00.

The intention of the parties is that the divestment of the IP, the Assets and the Business to iCardia is collateral to the sale of the Medical Shares, and completes the conditions precedent for sale of the Company’s entire interest in medical assets to iCardia, consideration for which has already been received pursuant to the Share Sale Agreement.

Completion of the Sale and Purchase Deed is conditional upon the Company obtaining Shareholder approval to sell the Assets and the Business pursuant to the

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Sale and Purchase Deed, and treats as complete the original Share Sale Agreement.

Accordingly, Resolution 1 seeks Shareholder approval for the Company to sell the Business, the IP and the Assets to iCardia and completes part of the conditions precedent of the Sale and Purchase Deed, as noted in 2.

Pursuant to the Sale and Purchase Deed, the Company has also agreed to amend the nature of the consideration payable by iCardia to the Company for the acquisition of the Medical Shares. Under the terms of the Sale and Purchase Deed, the Company has agreed to the transfer of the Medical Shares and the Assets, the IP, the business records and the Seller’s loans to iCardia and will issue convertible notes to the value of $1,300,000 to Dr Allan Shell and Mrs Roma Shell, which shall then be deemed to extinguish the $2,460,405 debt owed by the Company to Dr Allan Shell and Mrs Roma Shell.

2. SALE AND PURCHASE DEED

The material terms of the Share Sale Agreement (as amended by the Sale and Purchase Deed) are as follows:

• (a) The Company agreed to sell all of its interest in the Medical Shares to iCardia.

• (b) In consideration for the acquisition of the Medical Shares, Dr Allan Shell and Mrs Roma Shell (the shareholders of iCardia) agreed to cancel all outstanding debt (including interest and charges) owed by the Company to Dr Allan Shell and Mrs Roma Shell, the value of which was $2,460,405.

Under the terms of the Sale and Purchase Deed, the Company has agreed to the transfer of the Medical Shares and the Intellectual Property (IP) Assets, the business records and the Seller’s loans to iCardia and will issue convertible notes to the value of $1,300,000 to Dr Allan Shell and Mrs Roma Shell, which shall then be deemed to extinguish the $2,460,405 debt owed by the Company to Dr Allan Shell and Mrs Roma Shell.

• (c) The Share Sale Agreement contained representations and warranties made by the Company in favour of iCardia which are standard for an agreement of this nature.

The Share Sale Agreement occurred in October 2007.

The material terms of the Sale and Purchase Deed are as follows:

• (d) The Company has agreed to:

• (i) sell all of its interest in the IP Assets and the Business to iCardia;

• (ii) use its reasonable endeavours to ensure that as soon as practicable after settlement of the Sale and Purchase Deed, each contract relating to the Assets and nominated by iCardia be novated to iCardia; and

• (iii) assign to iCardia all loans granted by the Company in connection with the Business and all trade debts owing to the Company in connection with the Business.

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• (e) The consideration for the sale is the payment of AUD$1.00 by iCardia to the Company at settlement of the Sale and Purchase Deed.

• (f) The Sale and Purchase Deed is subject to the following conditions:

• (i) approval by the Company’s Shareholders; and

• (ii) the release of the Assets and the Business from the fixed and floating charges granted by the Company to Westpac Banking Corporations and Ozibiz Capital Pty Ltd.

• (g) Completion of the Sale and Purchase Deed is to occur 5 business days after the satisfaction of the last of the conditions precedent referred to in paragraph (f).

• (h) The Sale and Purchase Deed contains representations and warranties made by the Company in favour of iCardia which are standard for an agreement of this nature.

3. INFORMATION REGARDING THE BUSINESS AND THE ASSETS

Information regarding the impact of the sale of the Assets and Business have been stated in the Company’s Annual Financial Report, dated as at 28 September, 2007, notified to the ASX and sent to all Shareholders prior to the Annual General Meeting, held on 29 November, 2007.

Subsequent information on the Company’s accounts was provided to all Shareholders through the lodgement of an Appendix 4E, Preliminary Financial Report, to the ASX on 28 August, 2008.

4. FUTURE OF THE COMPANY AFTER COMPLETION OF THE SALE AND PURCHASE DEED

The Company has made a number of announcements to the ASX between 13 September, 2007, and the date of this Notice of Meeting in relation to the Company’s change of activities from a medical company to a property and property management business with a special focus on ‘over 50’s gated communities’. The Company subsequently changed its name from Medical Monitors Limited (ASX: MDM) to Shell Villages and Resorts Limited (ASX: SVC) with the consent of the Shareholders.

As notified to the ASX, on 31 July, 2008, the divestment of the Intellectual Property Assets and the Medical Business pursuant to the Sale and Purchase Deed will complete the Company’s divestment of its related medical assets, and allow the Company to focus on its new direction and business opportunities.

5. TIMETABLE

The timetable for completion of the Sale and Purchase Deed is as follows:

Event	Date
Shareholder Meeting	31 December 2008
Satisfaction of the remaining conditions precedent to	31 December 2008
the Sale and Purchase Deed
Completion of the Sale and Purchase Deed	31 December 2008

These are anticipated dates and are subject to change.

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6. DIRECTORS’ RECOMMENDATIONS

The Directors of SVC considered that the completion of the conditions precedent of the Sale and Purchase Deed, with Icardia and with Dr Allan Shell and Mrs Roma Shell, extinguished the $2,460,405 of debt owed by the Company to Dr Allan Shell and Mrs Roma Shell. By signing the Sale and Purchase Deed, the Directors considered that the terms of the Sale and Purchase Deed were fair and reasonable, insofar as the Shareholders are concerned, on the basis that the sale of the Intellectual Property, the relevant Assets and the Medical Business is collateral to the sale of the Medical Shares pursuant to the Share Sale Agreement.

The Directors who signed the Agreement and the Deed, in the absence of a superior proposal, consider that Shareholders vote in favour of the Sale and Purchase Deed by voting for Resolution 1.

7. ENQUIRIES

Shareholders may contact the Company Secretary on (+61 7) 3381 9647, if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Shell Villages and Resorts Limited (ACN 009 161 522).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time as observed in Brisbane, Qld, Australia.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Resolution means the resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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PROXY FORM

APPOINTMENT OF PROXY SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

GENERAL MEETING

I/We of being a member of Shell Villages and Resorts Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10:00 AM (EDST) on Wednesday, 31[st] December, 2008, at Bonnie Doon Golf Club, Banks Ave, Pagewood (SYDNEY), NSW 2036, Australia.

and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of the Resolution.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Disposal of assets

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Date:___ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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SHELL VILLAGES AND RESORTS LIMITED ACN 009 161 522

Instructions for Completing ‘Appointment of Proxy’ Form

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( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

1. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (i) post to Shell Villages and Resorts Limited, PO Box 494 Redbank, Qld, 4301; or

• (j) facsimile to the Company on facsimile number (07) 3381 9637, or International +61 7 3381 9637

so that it is received not later than 10:00 AM (EDST) on Monday, 29 December, 2008.

Proxy forms received later than this time will be invalid.

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