RAIDEN RESOURCES LIMITED — Share Issue/Capital Change 2011

Feb 23, 2011

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 2/1/2003, 24/10/2005.

Name of entity

Shell Villages and Resorts Limited

ABN

ACN 009 161 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• *Class of *securities issued or to | Ordinary $\mathbf{1}$ be issued
• Number of 'securities issued or $\overline{\mathbf{2}}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the *securities $\overline{\mathbf{3}}$ (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; +convertible if securities, the conversion price and dates for conversion)

8,250,000 Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

20/12/2010

Do the +securities rank equally in $\sqrt{Y}$ Yes – Ordinary Shares $\overline{4}$ all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• . the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution interest $OT$ payment

$$0.01$

Issue price or consideration 5

• Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)
• Dates of entering *securities $\overline{7}$ into uncertificated holdings or despatch of certificates

Conversion of Debt to Equity

23th February 2011

8 Number and +class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
77,608.368	Ordinary Shares

• See chapter 19 for defined terms.

20/12/2010

Number and +class of all 9 +securities not quoted on ASX (including the securities in clause 2 if applicable)

	Number	+ Class
$\mathbf I$
Ç
IJ.
÷.

Dividend policy (in the case of a 10 trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• Is security holder approval $\mathbf{u}$ required?
• Is the issue renounceable or non- $12$ renounceable?
• Ratio in which the *securities 13 will be offered
• +Class of +securities to which the $14$ offer relates
• *Record date to determine 15 entitlements
• Will holdings on different 16 registers (or subregisters) be aggregated $f_{\rm O \Gamma}$ calculating entitlements?
• Policy for deciding entitlements 17 in relation to fractions
• Names of countries in which the 18 entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with.
• Cross reference: rule 7-7. Closing date for receipt of 19 acceptances or renunciations

+ See chapter 19 for defined terms.

$. 20/12/2010$

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders
25	If the issue is contingent on+ security holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will besent to persons entitled
27	If the entity has issued options,and the terms entitle optionparticipateholdersonto.exercise, the date on whichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders selltheir entitlements in full througha broker?
31	How do *security holders sellentitlementstheir٥fpartthrough a broker and accept forthe balance?

• See chapter 19 for defined terms.

$20/12/2010$

+security holders How do 32 dispose of their entitlements (except by sale through a broker)?

+Despatch date 33

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of securities 34 (tick one)
  • Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents

35

36

$(a)$

$(b)$

If the *securities are *equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional *securities held by those holders

• If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$
  • 1,001 5,000 5,001 - 10,000 10,001 - 100,000
    • 100,001 and over

37

A copy of any trust deed for the additional +securities

20/12/2010

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which $-58$ +quotation is sought
• Class of +securities for which 39 quotation is sought
• Do the +securities rank equally in 40 all respects from the date of allotment with an existing *class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• . the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution $\mathbf{or}$ interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and +class of all 42 *securities quoted on ASX (including the securities in clause 38)

Number	+Class

• See chapter 19 for defined terms.

20/12/2010

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{r}$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{z}}$
  • The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

t //abr/

Date: 23rd February 2011

Richard Wyn Pritchard Director and Company Secretary

• See chapter 19 for defined terms.

20/12/2010

$\overline{3}$

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