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SECURITIES & EXCHANGE COMMISSION EDGAR FILING

Novagen Solar Inc.

Form: 8-K

Date Filed: 2013-12-31

Corporate Issuer CIK: 1425173Symbol: NOVZFiscal Year End: 12/31

© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to theterms of use.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2013

_______________________________

NOVAGEN INGENIUM INC(Exact name of registrant as specified in its charter)

_______________________________

Nevada 333-149617 98-0471927(State or Other Jurisdiction (Commission (I.R.S. Employer

of Incorporation) File Number) Identification No.)

Double Diamond Pkwy, Suite 2227, Reno, Nevada 89521(Address of Principal Executive Offices) (Zip Code)

(310) 994-7988(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

❑ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

❑ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Item 1.01 Entry into a Material Definitive Agreement Rescission of Asset Sales Agreement between Renegade Engine Company Pty Ltd. and Camtech Investments Pty Ltd. On December 27, 2013, Renegade Engine Company Pty Ltd., a wholly-owned subsidiary of the Registrant (“Renegade”), and CamtechInvestments Pty Ltd. as trustee for Munro Family Trust (“Camtech”), mutually agreed that it was in their respective best interests to rescind theAsset Sales Agreement dated April 22, 2013 between Renegade and Camtech (the “Asset Sales Agreement”) and entered into a RescissionAgreement to that effect (the “Rescission Agreement”). Under the terms of the Asset Sales Agreement, Renegade had acquired from Camtech certain equipment formerly utilized by N.C. PrecisionEngineering Pty Ltd., a precision engineering business located in Ernest, Queensland, Australia for A$270,000 (USD$277,250)(the “PurchasePrice”). The description of the terms and conditions of the Asset Sale Agreement set forth herein does not purport to be complete and is qualifiedin its entirety by reference to the terms of the Asset Sale Agreement, which was filed on April 25, 2013 as Exhibit 10.1 to Registrant’s CurrentReport on Form 8-K. The Purchase Price was secured by a promissory note (the “Promissory Note”) issued by Novagen Finance Pty Ltd., a wholly-owned subsidiary ofthe Registrant (“Novagen Finance”). The Promissory Note was due and payable on demand, and earned interest at the rate of 5% per annum untilmaturity and thereafter at the rate of 10% per annum. The description of the terms and conditions of the Promissory Note set forth herein does notpurport to be complete and is qualified in its entirety by reference to the terms of the Promissory Note, which was filed on April 25, 2013 as Exhibit10.2 to Registrant’s Current Report on Form 8-K. Under the terms of the Rescission Agreement, Renegade and Camtech each agree that the Asset Sale Agreement and all other agreements andunderstandings whether written or oral relating to the subject matter of the Asset Sale Agreement will be rescinded and will be of no further forceand effect. Each party also acknowledges and agrees that neither of them will have any further obligation to each other pursuant to or arisingdirectly or indirectly from the Asset Sale Agreement or from any other agreement or understanding, whether written or oral, relating to the subjectmatter thereof. The Rescission Agreement also contains a mutual release from and against all claims of every nature and kind whatsoever andhowsoever arising that Renegade or Camtech may have by reason of, or arising directly or indirectly from the Asset Sale Agreement. The Rescission Agreement is subject to Camtech surrendering the Promissory Note to Novagen Finance Pty Ltd. for cancellation. The PromissoryNote was surrendered and duly cancelled on December 27, 2013. No payment in respect of the indebtedness secured by the Promissory Notehad been made prior to cancellation. The effect of the Rescission Agreement will be to render the Asset Sale Agreement void and a legal nullity, with Renegade and Camtech beingreturned to the position in which they were in before they entered into the Asset Sale Agreement. The description of the terms and conditions of the Rescission Agreement set forth herein does not purport to be complete and is qualified in itsentirety by reference to the terms of the Rescission Agreement, which is filed as Exhibit 10.1 to this Current Report.

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Asset Sale Agreement between Novagen Precision Engineering Pty Ltd. and Camtech Investments Pty Ltd. On December 27, 2013, Novagen Precision Engineering Pty Ltd. (“Precision”), a wholly-owned subsidiary of the Registrant, entered into a writtenagreement (the “NPE Agreement”) to acquire certain precision milling equipment (the “Equipment”) from Camtech for cash consideration ofA$270,000 (US$239,936.02). The acquisition of the Equipment completed on December 27, 2013. Camtech has warranted that the Equipment is its sole and absolute property and is not subject to any encumbrance. The NPE Agreement sets out the entire agreement and understanding between Precision and Camtech with respect to the subject matter of theNPE Agreement and supersedes all prior agreements, understandings and representation. The Board of Directors of the Registrant approved the NPE Agreement and the transactions contemplated thereby after determining that theywere fair to and in the best interests of the Registrant. Except as already described in this Current Report, there was no material relationship between Camtech or Munro Family Trust and any of theRegistrant, Precision, or any of their respective subsidiaries, directors or officers or any associate of any such directors or officers prior toexecution of the NPE Agreement. The description of the terms and conditions of the NPE Agreement set forth herein does not purport to be complete and is qualified in its entiretyby reference to the terms of the NPE Agreement, which is filed as Exhibit 10.2 to this Current Report. Item 1.02 Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Rescission Agreement dated December 27, 2013, between Renegade Engine Company Pty Ltd. and Camtech Investments Pty Ltd. as

trustee for Munro Family Trust 10.2 Asset Sale Agreement dated December 27, 2013, between Novagen Precision Engineering Pty Ltd. and Camtech Investments Pty Ltd.

as trustee for Munro Family Trust

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, hereunto duly authorized.

NOVAGEN INGENIUM INC Date: December 31, 2013 By /s/ Micheal Nugent

Name: Micheal P. NugentTitle: President and CEO


Rescission Agreement

THIS AGREEMENT ("Agreement") is made effective the 27th day of December, 2013, by Renegade Engine Company Pty Ltd.("Purchaser") and Camtech Investments Pty Ltd. as trustee for Munro Family Trust (“Vendor”), WHEREAS: A. Purchaser is a proprietary company incorporated under the laws of Australia (ACN 150 395 565); B. Vendor is a proprietary company incorporated under the laws of Australia (ABN 98 863 980 372); C. On April 22, 2013, Purchaser and Vendor executed the Asset Sale Agreement attached hereto as Exhibit “A” (the “Asset

Sale Agreement”); D. Purchaser and Vendor wish to rescind the Asset Sale Agreement in accordance with the terms and subject to the conditions

set out herein; NOW THEREFORE in consideration of the mutual covenants herein contained and the payment of $1.00 by each of the parties heretoto the other party hereto (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties heretocovenant and agree with each other as follows:

1. Rescission of Agreement. The parties hereto hereby agree, subject to the provisions of this Agreement, that effective at

and as of the date hereof (the "Effective Date") the Asset Sale Agreement and all other agreements and understandingswhether written or oral relating to the subject matter of the Asset Sale Agreement shall be rescinded and shall be of nofurther force and effect.

2. No Obligations. Each party hereto hereby acknowledges and agrees, subject to the provisions of this Agreement, that

effective at and as of the Effective Date, neither of the parties hereto shall have any further obligation to each other pursuantto or arising directly or indirectly from the Asset Sale Agreement or from any other agreement and understanding whetherwritten or oral relating to the subject matter thereof.

3. Return of Demand Note. This Agreement is subject to Vendor surrendering for cancellation that certain Promissory Note

dated April 22, 2013 attached hereto as Exhibit “B” to Novagen Finance Pty Ltd. (ACN 156 045 180). 4. Release. Subject to the provisions of this Agreement, effective at and as of the Effective Date, each of the parties hereto

hereby forever releases and discharges the other party hereto and all of its respective affiliates, subsidiaries, parents andassociated companies, successors and assigns, together with its respective directors, officers, consultants and agents, andits respective successors and assigns from any and all actions, causes of action, contracts, covenants (whether express orimplied), claims and demands for damages, indemnity, costs, interest, loss or injury of every nature and kind whatsoeverand howsoever arising, whether known or unknown, suspected or unsuspected, which such party may heretofore have had,may now have, or may in the future have, at law or in equity, by reason of or arising directly or indirectly from the Asset SaleAgreement.

5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of

Queensland, Australia, and the laws of Australia applicable therein. 6. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or

unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of theremaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

7. Counterparts. This Agreement may be executed in any number of counterparts (by original or facsimile signature) and all

such counterparts taken together will be deemed to constitute one and the same instrument. 8. Effect of Agreement. This Agreement will enure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and heirs, executors and administrators, as applicable. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject

matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral.There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied,collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

IN WITNESS WHEREOF the parties hereto have duly executed this agreement under seal as of the day and year first written above. Purchaser: Renegade Engine Company Pty Ltd.


ACN 150 395 565 in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by authority of its directors: /s/ Sonny Nugent Sonny Nugent Director Vendor: Camtech Investments Pty Ltd. as trustee for Munro Family Trust ABN 98 863 980 372 in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by authority of its directors: /s/ Darryl James Munro Darryl James Munro Director


Exhibit A

ASSET SALE AGREEMENT

DATE

THIS AGREEMENT is made on the date set out in item 1 of the schedule.

PARTIES

BETWEEN the parties described in item 2 of the schedule.

RECITALS

A The Vendor owns and uses the Assets in its Business.

B The Vendor has agreed to sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of thisagreement.

AGREEMENT

THE PARTIES AGREE THAT:

1 INTERPRETATION

1.1 Definitions

In this agreement, unless the subject or the context otherwise requires:

(a) ‘ASSETS’ means the assets as described in item 4 of the schedule;

(b) ‘BUSINESS’ means the business conducted by the Vendor as described in item 3 of the schedule;

(c) ‘COMPLETION DATE’ means the date specified in item 5 of the schedule or such other date as agreed in writingbetween the Vendor and the Purchaser;

(d) ‘DEPOSIT’ means the amount set out in item 7 of the schedule;

(e) ‘PURCHASER’ means the person so described in item 2 of the schedule;

(f) ‘PURCHASE PRICE’ means the price as specified in item 6 of the schedule; and

(g) ‘VENDOR’ means the person so described in item 2 of the schedule.

1.2 Construction

In this agreement, unless the subject or the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words importing one gender include the other gender;

(c) a reference to any party or other person includes that person’s successors and permitted assigns;

(d) a reference to a statute, ordinance or other legislation includes any amendment, replacement or re-enactment forthe time being in force and includes all regulations, by-laws and statutory instruments made thereunder;


(e) a reference to this or any other document includes a reference to that document as amended, supplemented,novated or replaced from time to time;

(f) a reference to a recital, clause or schedule is a reference to a recital, clause or schedule of this agreement;

(g) a reference to writing includes all means of reproducing words in a tangible and permanently visible form;

(h) a reference to time is a reference to time in the State specified in item 8 of the schedule;

(i) a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, solepartnership, government or governmental subdivision or agency, association, cooperative and any other legal orcommercial entity or undertaking;

(j) the headings in this agreement do not affect its interpretation; and

(k) the recitals and the schedule form part of this agreement. SALE AND PURCHASE

1.3 The Vendor agrees to sell and the Purchaser agrees to buy from the Vendor all the Vendor’s right, title and interest in theAssets for the Purchase Price.

2 PURCHASE PRICE

2.1 The Purchase Price is payable pursuant to a Promissory Note made on the date set out in item 1 of the schedule.

2.2 Any money payable in accordance with this agreement will be made or tendered in Australian currency either in cash orby a draft or cheque drawn by a bank as defined by the Banking Act 1959.

3 OBLIGATIONS OF VENDOR

3.1 Until the Completion Date the Vendor will inform and keep the Purchaser informed of any matter which materially affectsthe Business and will consult the Purchaser before taking any action in respect of such matter.

3.2 The Vendor agrees that until the Completion Date it will not, except where such action or activity is in the ordinary courseof business:

(a) enter into any abnormal or unusual transactions relating to or adversely affecting any or all of the Assets;

(b) incur any liabilities in relation to any or all of the Assets;

(c) grant or agree to grant any encumbrance over any or all of the Assets.

4 PROPERTY AND POSSESSION

4.1 Possession of the Assets will be given to the Purchaser on the Completion Date.

4.2 Until the Completion Date all Assets are at the risk of the Vendor.

5 ACTION AT COMPLETION

5.1 The Vendor will on the Completion Date:

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(a) deliver such of the Assets as are capable of delivery to the Purchaser or to such location as directed in writing bythe Purchaser;

(b) deliver to the Purchaser all instruments of transfer, assignments, conveyances and any other documents executedby the Vendor which are reasonably required by the Purchaser to transfer, assign or convey each of the Assets tothe Purchaser; and

(c) do all such other acts and things and execute all such other documents, (which will be in a form reasonablyacceptable to the Purchaser) as may be necessary or desirable to be done or executed in order to transfer, assignor convey the Assets to the Purchaser.

6 VENDOR’S WARRANTIES

6.1 The Vendor warrants that the Assets:

(a) are the Vendor’s sole and absolute property and are not subject to any encumbrance;

(b) will be in substantially the same state and condition (fair wear and tear excepted) at the Completion Date as at thedate of this agreement.

7 GST

7.1 GST definitions

For the purpose of this Clause 7:

(a) ‘GST’ means GST within the meaning of the GST Act;

(b) ‘GST Act’ means the A New Tax System (Goods and Services Tax) Act 1999 (as amended);

(c) expressions set out in italics in this clause bear the same meaning as those expressions in the GST Act.

7.2 Amounts otherwise payable do not include GST

To the extent that a party makes a taxable supply in connection with this agreement, except where express provision ismade to the contrary, and subject to this Clause 7, the consideration payable by a party under this agreement representsthe value of the taxable supply for which payment is made.

7.3 Liability to pay GST

Subject to Clause 7.4, if a party makes a taxable supply in connection with this agreement for a consideration whichunder Clause 7.2 represents its value, then the party liable to pay for the taxable supply must also pay, at the same timeand in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxablesupply.

7.4 Tax invoice

A party’s right to payment under Clause 7.3 is subject to a valid tax invoice being delivered to the party liable to pay forthe taxable supply.

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7.5 GST warranties

If, in connection with this agreement, rights or benefits under or in connection with any other agreement are conferredon the Purchaser, or if obligations owed under any other agreement are assumed by the Purchaser, includingassumption or conferral by way of assignment or novation, the Vendor warrants that, if any GST is liable to be paid inconnection with any taxable supply made by the Purchaser under that other agreement (including that other agreementas assigned or novated), the Purchaser is or will be entitled to recover from the party required to pay for the taxablesupply, an amount so that after meeting any liability to pay GST, the Purchaser retains the same amount as if GST wasnot payable in connection with the taxable supply.

7.6 Indemnity

The Vendor agrees to keep the Purchaser indemnified against all loss, liability or expense suffered by the Purchaserarising directly or indirectly from a breach of Clause 7.5.

8 MISCELLANEOUS

8.1 Further acts

Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this agreement ifasked in writing by another party to do so.

8.2 Assignment

Neither the rights nor the obligations of any party under this agreement may be assigned, transferred, subcontracted orotherwise disposed of, in whole or in part, without the prior written consent of the other parties.

8.3 Waiver

No waiver by any party of any default in the strict and literal performance of or compliance with any provision, conditionor requirement of this agreement is to be deemed to be a waiver of strict and literal performance of and compliance withany other provision, condition or requirement in this agreement, nor to be a waiver of or in any manner release any partyfrom strict and literal performance of and compliance with any provision, condition or requirement in the future, nor willany delay or omission of any party to exercise any right in any manner impair the exercise of any such right accruing tosuch party thereafter.

8.4 Notice

Any notice, demand or other communication to be given or required to be made pursuant to this agreement is to be inwriting and is to be given by post, facsimile or hand to a party at the party’s address as set out in item 2 of the scheduleor at such other address or facsimile number as is notified by one party to the other.

8.5 Costs

Each party is responsible for its own costs in relation to the preparation and execution of this agreement.

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8.6 Stamp duty

The Purchaser must bear and is responsible for all stamp duty on or in respect of:

(a) this agreement;

(b) the sale, purchase or assignment of any property or interest under this agreement; and

(c) any instrument or transaction contemplated by this agreement.

8.7 Provisions severable

If any provision of this agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceabilityof the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed fromthis agreement.

8.8 Governing law

This agreement is governed by and construed in accordance with the laws of the State specified in item 8 of theschedule and the parties irrevocably submit to the jurisdiction of the courts of that State.

8.9 Entire agreement

This agreement sets out the entire agreement and understanding between the parties with respect to the subject matterof this agreement and supersedes all prior agreements, understandings and representations.

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SIGNATURES

EXECUTED by the parties.

EXECUTED byCamtech Investments Pty Ltd as trustee for Munro Family TrustABN 98 863 980 372

in accordance with section 127(1) of theCorporations Act 2001 (Commonwealth)by authority of its directors:

/s/ D. MunroSignature of Director/Secretary* of Vendor Signature of Director of Vendor*delete whichever is not applicable DirectorOffice held Office held Darryl James MunroName of Director/Secretary* of Vendor(in block letters)

Name of Director of Vendor(in block letters)

*delete whichever is not applicable

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EXECUTED byRenegade Engine Company Pty LtdACN 150 395 565in accordance with section 127(1) of theCorporations Act 2001 (Commonwealth)by authority of its directors:

/s/ Sonny NugentSignature of Director/Secretary* of Purchaser Signature of Director of Purchaser*delete whichever is not applicable DirectorOffice held Office held Sonny NugentName of Director/Secretary* of Purchaser Name of Director of Purchaser(in block letters) (in block letters)*delete whichever is not applicable

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SCHEDULE

ITEM 1 Date of Agreement: 22nd April 2013 ITEM 2 Parties (Heading and Clause 10.4): Vendor: Camtech Investments Pty Ltd as trustee for Munro

Family Trust ABN 98 863 980 372 c/- 47 Nerang Street, Nerang in the state of

Queensland, Australia (the ‘Vendor’) Purchaser: Renegade Engine Company Pty Ltd ACN 150 395 565 1st Floor, 15 Short Street, Southport in the state of

Queensland, Australia (the ‘Purchaser’) ITEM 3 Business (Recital A and Clause 1.1(b)): Engineering Workshop ITEM 4 Assets (Clause 1.1(a)): Plant and Equipment and Goodwill All other assets, properties and rights of every kind

and character whether real or personal, tangible orintangible, wherever located and wheneveracquired, owned by the Vendor and used inconnection with the Business.

ITEM 5 Completion Date (Clause 1.1(c)): 22nd April 2013

ITEM 6 Purchase Price (Clauses 1.1(f) and 4.1): Plant and Equipment – $70,000 Goodwill - $200,000 Total - $270,000 ITEM 7 Deposit (Clauses 1.1(d) and 4.1(a)): $NIL

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ITEM 8 Time and Governing law (Clauses 1.2(h) and 10.8): Queensland, Australia ITEM 9 Conditions precedent (Clause 2.1): NIL


Exhibit B

PROMISSORY NOTE DATE: 19th April 2013 BORROWER: Novagen Finance Pty Ltd (A.C.N. 156 045 180) BORROWER’S MAILING ADDRESS: Level 1

13-15 Short StreetSouthport, Queensland 4215

LENDER: Darryl James Munro and Lynda Marie Stewart PLACE FOR PAYMENT: Level 1

13-15 Short StreetSouthport, Queensland 4215

PRINCIPAL AMOUNT: $270,000 ANNUAL INTEREST RATE: 5% on unmatured amounts;

10% on matured, unpaid amounts TERMS OF PAYMENT: Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate. This note ispayable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due when called by theLender. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate onmatured, unpaid amounts. If Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing orcollateral to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed onthe note immediately due. Borrower and each surety, endorser and guarantor waive all demand for payment, presentationfor payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest and notice of protest, to theextent permitted by law. Borrower also promises to pay reasonable attorney’s fees and court and other costs if this note is placed in the hands of anattorney to collect or enforce the note. These expenses will bear interest from the date of advance at the Annual InterestRate on matured unpaid amounts. Borrower will pay Lender these expenses and interest on demand at the Place forPayment. These expenses and interest will become part of the debt evidenced by the note and will be secured by anysecurity for payment. Interest on the debt evidenced by this note will not exceed the maximum rate or amount of non-usurious interest that maybe contracted for, taken, reserved, charged or received under law. Any interest in excess of that maximum amount will becredited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required orpermitted prepayment, any excess interest will be cancelled automatically as of the acceleration or prepayment or, if theexcess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid,refunded. This provision overrides any conflicting provisions in this note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this note. When the context requires, singular nouns and pronouns include the plural. /s/ Micheal NugentMicheal NugentNOVAGEN FINANCE PTY LTD(A.C.N 156 045 180)


ASSET SALE AGREEMENT

DATE

THIS AGREEMENT is made on the date set out in item 1 of the schedule.

PARTIES

BETWEEN the parties described in item 2 of the schedule.

RECITALS

A The Vendor owns and uses the Assets in its Business. B The Vendor has agreed to sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of

this agreement.

AGREEMENT

THE PARTIES AGREE THAT:

1 INTERPRETATION 1.1 Definitions In this agreement, unless the subject or the context otherwise requires: (a) ‘ASSETS’ means the assets as described in item 4 of the schedule; (b) ‘BUSINESS’ means the business conducted by the Vendor as described in item 3 of the schedule; (c) ‘COMPLETION DATE’ means the date specified in item 5 of the schedule or such other date as

agreed in writing between the Vendor and the Purchaser; (d) ‘DEPOSIT’ means the amount set out in item 7 of the schedule; (e) ‘PURCHASER’ means the person so described in item 2 of the schedule; (f) ‘PURCHASE PRICE’ means the price as specified in item 6 of the schedule; and (g) ‘VENDOR’ means the person so described in item 2 of the schedule. 1.2 Construction In this agreement, unless the subject or the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing one gender include the other gender; (c) a reference to any party or other person includes that person’s successors and permitted assigns; (d) a reference to a statute, ordinance or other legislation includes any amendment, replacement or re-

enactment for the time being in force and includes all regulations, by-laws and statutory instrumentsmade thereunder;

(e) a reference to this or any other document includes a reference to that document as amended,

supplemented, novated or replaced from time to time; (f) a reference to a recital, clause or schedule is a reference to a recital, clause or schedule of this

agreement; (g) a reference to writing includes all means of reproducing words in a tangible and permanently visible

form; (h) a reference to time is a reference to time in the State specified in item 8 of the schedule; (i) a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture,

sole partnership, government or governmental subdivision or agency, association, cooperative andany other legal or commercial entity or undertaking;

(j) the headings in this agreement do not affect its interpretation; and (k) the recitals and the schedule form part of this agreement. 2 SALE AND PURCHASE 2.1 The Vendor agrees to sell and the Purchaser agrees to buy from the Vendor all the Vendor’s right, title and

interest in the Assets for the Purchase Price.


3 PURCHASE PRICE 3.1 The Purchase Price is payable on the date set out in item 1 of the schedule. 3.2 Any money payable in accordance with this agreement will be made or tendered in Australian currency either in

cash or by a draft or cheque drawn by a bank as defined by the Banking Act 1959. 4 OBLIGATIONS OF VENDOR 4.1 Until the Completion Date the Vendor will inform and keep the Purchaser informed of any matter which

materially affects the Business and will consult the Purchaser before taking any action in respect of such matter. 4.2 The Vendor agrees that until the Completion Date it will not, except where such action or activity is in the

ordinary course of business: (a) enter into any abnormal or unusual transactions relating to or adversely affecting any or all of the

Assets; (b) incur any liabilities in relation to any or all of the Assets; (c) grant or agree to grant any encumbrance over any or all of the Assets. 5 PROPERTY AND POSSESSION 5.1 Possession of the Assets will be given to the Purchaser on the Completion Date. 5.2 Until the Completion Date all Assets are at the risk of the Vendor. 6 RESERVED 7 VENDOR’S WARRANTIES 7.1 The Vendor warrants that the Assets: (a) are the Vendor’s sole and absolute property and are not subject to any encumbrance; (b) will be in substantially the same state and condition (fair wear and tear excepted) at the Completion

Date as at the date of this agreement. 8 GST 8.1 GST definitions For the purpose of this Clause 8: (a) ‘GST’ means GST within the meaning of the GST Act; (b) ‘GST Act’ means the A New Tax System (Goods and Services Tax) Act 1999 (as amended); (c) expressions set out in italics in this clause bear the same meaning as those expressions in the GST

Act. 8.2 Amounts otherwise payable do not include GST To the extent that a party makes a taxable supply in connection with this agreement, except where express

provision is made to the contrary, and subject to this Clause 8, the consideration payable by a party under thisagreement represents the value of the taxable supply for which payment is made.

8.3 Liability to pay GST Subject to Clause 8.4, if a party makes a taxable supply in connection with this agreement for a consideration

which under Clause 8.2 represents its value, then the party liable to pay for the taxable supply must also pay, atthe same time and in the same manner as the value is otherwise payable, the amount of any GST payable inrespect of the taxable supply.

8.4 Tax invoice A party’s right to payment under Clause 8.3 is subject to a valid tax invoice being delivered to the party liable to

pay for the taxable supply. 8.5 GST warranties


If, in connection with this agreement, rights or benefits under or in connection with any other agreement areconferred on the Purchaser, or if obligations owed under any other agreement are assumed by the Purchaser,including assumption or conferral by way of assignment or novation, the Vendor warrants that, if any GST isliable to be paid in connection with any taxable supply made by the Purchaser under that other agreement(including that other agreement as assigned or novated), the Purchaser is or will be entitled to recover from theparty required to pay for the taxable supply, an amount so that after meeting any liability to pay GST, thePurchaser retains the same amount as if GST was not payable in connection with the taxable supply.

9 MISCELLANEOUS 9.1 Further acts Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this

agreement if asked in writing by another party to do so. 9.2 Assignment Neither the rights nor the obligations of any party under this agreement may be assigned, transferred,

subcontracted or otherwise disposed of, in whole or in part, without the prior written consent of the other parties. 9.3 Waiver No waiver by any party of any default in the strict and literal performance of or compliance with any provision,

condition or requirement of this agreement is to be deemed to be a waiver of strict and literal performance ofand compliance with any other provision, condition or requirement in this agreement, nor to be a waiver of or inany manner release any party from strict and literal performance of and compliance with any provision,condition or requirement in the future, nor will any delay or omission of any party to exercise any right in anymanner impair the exercise of any such right accruing to such party thereafter.

9.4 Notice Any notice, demand or other communication to be given or required to be made pursuant to this agreement is to

be in writing and is to be given by post, facsimile or hand to a party at the party’s address as set out in item 2 ofthe schedule or at such other address or facsimile number as is notified by one party to the other.

9.5 Costs Each party is responsible for its own costs in relation to the preparation and execution of this agreement. 9.6 Stamp duty The Purchaser must bear and is responsible for all stamp duty on or in respect of: (a) this agreement; (b) the sale, purchase or assignment of any property or interest under this agreement; and (c) any instrument or transaction contemplated by this agreement. 9.7 Provisions severable If any provision of this agreement is invalid, illegal or unenforceable in any respect the validity, legality and

enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provisionis to be severed from this agreement.

9.8 Governing law This agreement is governed by and construed in accordance with the laws of the State specified in item 8 of the

schedule and the parties irrevocably submit to the jurisdiction of the courts of that State. 9.9 Entire agreement This agreement sets out the entire agreement and understanding between the parties with respect to the

subject matter of this agreement and supersedes all prior agreements, understandings and representations.

SIGNATURES EXECUTED by the parties. EXECUTED byCamtech Investments Pty Ltd as trustee for Munro Family TrustABN 98 863 980 372in accordance with section 127(1) of theCorporations Act 2001 (Commonwealth)by authority of its directors:

/s/ D Munro EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

/s/ D Munro Signature of Director/Secretary* of Vendor Signature of Director of Vendor*delete whichever is not applicable Office held Office held Darryl James Munro Name of Director/Secretary* of Vendor Name of Director of Vendor(in block letters) (in block letters)*delete whichever is not applicable


EXECUTED byNovagen Precision Engineering Pty Ltd.ABN 16 155 194 228in accordance with section 127(1) of theCorporations Act 2001 (Commonwealth)by authority of its directors: /s/ Micheal P. Nugent Signature of Director/Secretary* of Purchaser Signature of Director of Purchaser*delete whichever is not applicable Office held Office held Micheal P. Nugent Name of Director/Secretary* of Purchaser Name of Director of Purchaser(in block letters) (in block letters)*delete whichever is not applicable


SCHEDULE ITEM 1 Date of Agreement: December 27, 2013 ITEM 2 Parties (Heading and Clause 10.4): Vendor: Camtech Investments Pty Ltd as trustee for Munro Family Trust ABN 98 863 980 372 c/- 47 Nerang Street, Nerang in the state of Queensland, Australia Purchaser: Novagen Precision Engineering Pty Ltd. ABN 16 155 194 228 5/142 Signanto Drive, Helensvale in the state of Queensland, Australia ITEM 3 Business (Recital A and Clause 1.1(b)): Engineering Workshop ITEM 4 Assets (Clause 1.1(a)): All of the following equipment as set forth below: Quantity Description 1 Lathe 1 Supermax YCM-85A CNC 1 Dongawoo Chuck 1 ISO-40 Metric R/Angle 1 Colchester Lathe 1 Hydraulic Press 1 Extron Machine Centre 1 Tapping Arm 1 Airtower Compressor 1 Heine 55A Press 1 Direct 30mm Mill Drill 1 SAIMP Milling Machine 1 Cosen X-300NC Auto Bandsaw 1 Gibbscam Software and Dongle 1 Forklift 1 Miscellaneous tools and accessories ITEM 5 Completion Date (Clause 1.1(c)): December 27, 2013 ITEM 6 Purchase Price (Clauses 1.1(f) and 4.1): A$270,000 ITEM 7 Deposit (Clauses 1.1(d) and 4.1(a)): $NIL ITEM 8 Time and Governing law (Clauses 1.2(h) and 10.8): Queensland, Australia ITEM 9 Conditions precedent (Clause 2.1): NIL


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