3 Annexure A This is Annexure A of 3 pages referred to in Form 604 signed by me dated 18 November Details of relevant interests Holder of relevant interest India Equities Fund Limited Nature of relevant interest Holder has agreed to acquire shares offmarket and so has a relevant interest under s608(1(c of the Corporations Act Class and number of securities 22,102, Details of present registered holders Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8 Class and number of securities India Equities Fund Limited McNeil Nominees Pty Limited Siblow Pty Limited 22,102, Consideration Holder of relevant interest Date of acquisition Consideration (9 Cash Non-cash Class and number of securities India Equities Fund Limited 15 November ,607,056 fully paid shares in India Equities Fund Limited 22,102, Addresses Holder of relevant interest Nature of relevant interest India Equities Fund Limited Level 11, 139 Macquarie Street, Sydney NSW 2000 Siblow Pty Limited c/- PKF, 1 Margaret Street, Sydney NSW 2000 McNeil Nominees Pty Limited c/- PKF, 1 Margaret Street, Sydney NSW 2000 Signed: Director Date 18 November 2011 ASIC Form Annexure A For Copper Strike.Docx
4 This is Annexure B to the Notice of Substantial Holder signed by me dated 18 November 2011 Consolidated Sale Agreement India Equities Fund Limited (ACN Siblow Pty Limited (ACN Watson Mangioni Lawyers Pty Limited Corporate and Commercial Lawyers Level 13, 50 Carrington Street SYDNEY NSW 2000 Tel: ( Fax: ( Ref: PAV
5 This Sale Agreement is made on 15 November 2011 Parties: 1. India Equities Fund Limited (ACN of Level 11, 139 Macquarie Street, Sydney NSW 2000 (Buyer. 2. Siblow Pty Limited (ACN of c/- PKF, Level 10, 1 Margaret Street, Sydney NSW 2000 (Seller. Recitals: A. The Seller is the beneficial holder of the Portfolio. The Buyer wishes to buy and the Seller wishes to procure the sale of the Portfolio. B. The Buyer has agreed to issue the Shares to the Seller on the terms and conditions of this Agreement. The Parties agree in consideration of, among other things, the mutual promises contained in this Agreement. 1. Definitions and Interpretation 1.1. Definitions In this Agreement: Accretions means all accretions, rights or benefits of whatever kind attaching to or arising from securities directly or indirectly including all Distributions and all rights to receive any Distributions or to receive or subscribe for shares, notes, bonds, options or other securities. Acquisition Shares means the number of Shares to be issued to the Seller determined in accordance with Clause 4.1. ASX means ASX Limited. Business Day means a day (other than a Saturday or a Sunday on which banks are open for general banking business in Sydney. Claim includes any claim, demand, proceeding, suit, litigation, action or cause of action in contract, tort, under statute or otherwise. Completion means completion of the issue of the Acquisition Shares under Clause 5. Completion Date means the date on which Completion occurs. Condition means a condition precedent set out in Clause 2.1. Control has the meaning given in section 50AA of the Corporations Act. Controlled Entity means an entity under the Control of another entity. Distribution means: a dividend (which includes an issue of securities in lieu of a cash dividend and credited as fully or partly paid out of profits or reserves; any other distribution (which includes a capital distribution, a cash distribution, a distribution of property or rights or any other benefit whatsoever,
6 2 given or made available to any holder of securities in its capacity as such by any other person and made, paid or credited in respect of any securities. Dollars, A$ and $ means the lawful currency of the Commonwealth of Australia. Encumbrance means an interest or power: reserved in or over an interest in any asset including any retention of title; or created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation and includes any agreement to grant or create any of the above. Governmental Agency means any government or any governmental, semi-governmental, administrative or fiscal body, court or other judicial body, department, commission, authority, agency or entity. Listing Rules means the official listing rules and requirements from time to time of the ASX. Market Value as at a date means: the volume weighted average price at which Portfolio Securities have traded on a Trading Day for the period of 10 Trading Days immediately prior to (but excluding the relevant calculation date (whether or not a sale was recorded on any particular day adjusted to take into account any ex-entitlement dates that occurred during this period; or if Portfolio Securities have not been traded for at least 5 out of 10 consecutive Trading Days before the relevant calculation date, the volume weighted average price at which Portfolio Securities have traded on a Trading Day for the period of 10 Trading Days immediately prior to (but excluding the relevant calculation date on which a sale was recorded, adjusted to take into account any ex-entitlement dates that occurred during this period, excluding any special crossings, overnight sales and exchange traded option exercises. Portfolio means: _ the portfolio of securities identified in Schedule 1; and all Accretions to those securities including any capital return paid following Completion in respect of those securities where the record date for determining the entitlement to that return occurs between the date of this Agreement and the Registration Date. Portfolio Security means a fully paid ordinary security in a listed entity identified in Schedule 1. Purchase Price has the meaning given in Clause 3.2. Registration Date means the date on which registration of the transfer of the last of the securities comprised in the Portfolio to the Buyer occurs. Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act. Representative of a Party means: any director, officer or employee of that Party or of a Related Body Corporate of that Party; and the professional advisers retained by that Party or a Related Body Corporate of that Party. Share means a fully paid ordinary share in the capital of the Buyer.
7 3 Sunset Date means 31 January Warranties means the warranties set out in Clauses 6.1 and Interpretation In this Agreement, headings and underlinings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires: (c (d (e (f (g (h (i (j (k (l (m words importing the singular include the plural and vice versa; words importing a gender include any gender; other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning; an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency; a reference to any thing (including any right includes a part of that thing; a reference to a Part, Clause, Party, Annexure, Exhibit or Schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to this Agreement includes any Annexure, Exhibit and Schedule; a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; a reference to a document includes all amendments or supplements to, or replacements or novations of, that document; a reference to a party to a document includes that party s successors and permitted assigns; no provision of this Agreement will be construed adversely to a Party solely on the ground that the party was responsible for the preparation of this Agreement or that provision; a reference to an agreement other than this Agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing; a reference to a document includes any agreement in writing and any certificate, notice, instrument or other document of any kind; and a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding-up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death Inclusive expressions Specifying anything in this Agreement after the words include or for example or similar expressions does not limit what else is included unless there is express wording to the contrary.
8 4 2. Conditions Precedent 2.1. Conditions precedent Completion of this Agreement will not proceed unless and until shareholders of the Buyer in a general meeting have approved each of the following: the issue of the Acquisition Shares to the Seller for all purposes including for the purposes of Section 611 exception 7 of the Corporations Act; the appointment of Sir Ron Brierley as a director of the Buyer with effect from Completion Reasonable endeavours Each of the Parties must use its reasonable commercial endeavours to ensure the Conditions are satisfied as quickly as possible including by providing all reasonable assistance to the other Party as is necessary to satisfy the Conditions Notice The Parties must promptly notify the other in writing if any Condition is satisfied or cannot be satisfied Waiver The Conditions may only be waived by agreement between the Parties Cut-off date If any Condition is not satisfied or waived on or before the Sunset Date of that Condition, this Agreement automatically terminates. Upon termination, this Agreement has no further effect and neither Party is liable to the other except: (i (ii under any Clause expressed to survive termination; and in respect of any breach of this Agreement occurring before termination. 3. Sale of Portfolio 3.1. Sale of Portfolio The Seller must procure the sale of, and the Buyer must buy, the Portfolio free of Encumbrances and other third party rights for the Purchase Price Purchase Price The Purchase Price payable for the Portfolio is $8,290,289 being the Market Value of the Portfolio as at the date of this Agreement to be satisfied by the issue of the Acquisition Shares Accounting for Accretions If any Accretion is paid or otherwise made available to the Seller or any third party in respect of any securities in the Portfolio after Completion where the record date for determining the entitlement to receive that Accretion falls between the date of this Agreement and the Registration Date, the Seller must: pay an amount equal to that Accretion (when the Accretion is in cash in Immediately Available Funds; or
9 5 otherwise transfer that Accretion (when the Accretion is not in the form of cash, to the Buyer within 2 Business Days of the payment or issue date for that Accretion. 4. Subscription 4.1. Application The Seller applies for and the Buyer agrees to issue 103,628,612 Shares at an issue price of $0.08 per Share Ranking The Acquisition Shares must be issued free from all Encumbrances and other third party rights Acceptance of Shares The Seller consents to the entry of its name in the register of members of the Buyer and agrees to be bound by the constitution of the Buyer from time to time. 5. Completion 5.1. Completion Completion must take place at the offices of the Buyer at 2.00 pm on the date 2 Business Days after satisfaction or waiver of the last of the Conditions or such other place and time as the Parties may agree in writing Seller obligations On or before the Completion Date the Seller must: deliver executed security transfers in a form acceptable to the Buyer in respect of the Portfolio; and deliver to the Buyer any other document and otherwise take any other action reasonably required by the Buyer to effect registration of the transfer of the Portfolio to the Buyer Buyer obligations Subject to satisfaction of the Seller s obligations under Clause 5.2, the Buyer must: (c (d issue the Acquisition Shares to the Seller on the Completion Date; procure the issue of a holding statement in respect of the Acquisition Shares to the Seller on Completion; apply for official quotation of the Acquisition Shares in accordance with the Listing Rules by lodging an Appendix 3B with ASX; and issue a notice that complies with Section 708A(6 of the Corporations Act as soon as practicable after Completion and in any event within 5 Business Days after Completion Completion interdependent Completion is dependent on each Party complying in full with its obligations under Clause 3.2 and all obligations under Clause 5 are interdependent and taken to have occurred simultaneously at Completion.
10 6 (c If any Party does not comply in full with its obligations under this Clause 5, then any other Party may, by notice in writing to the other Party, elect not to complete and to terminate this Agreement. If this Agreement is terminated under Clause 5.4: (i (ii (iii any steps taken by any Party under Clause 5 is of no effect; each Party must return any document or property provided by any other Party under Clause 5; and each Party must do all things necessary to procure that each other Party is placed in the same position as if none of the steps referred to in Clause 5 had been undertaken. 6. Representations and Warranties 6.1. Authority Warranties Each Party represents and warrants to the other (each as a separate warranty that: (c (d it has full power and authority to enter into and perform its obligations under this Agreement; it has taken all necessary action to authorise its execution, delivery and performance of this Agreement in accordance with its terms; its obligations under this Agreement are legal, valid and binding, subject to any necessary stamping and registration, and are enforceable against it in accordance with its terms subject to applicable bankruptcy laws and equitable principles; the execution, delivery and performance of its obligations under this Agreement complies with: (i (ii (iii each law, regulation, authorisation, ruling, judgment, order or decree of any Governmental Agency; its constitution or other constituent documents; or any Encumbrance or document which is binding upon it or any asset of it and does not and will not result in: (A (B the creation or imposition of any Encumbrance or restriction of any nature on any asset of it under the provisions; or accelerate the payment of any obligation existing under any Encumbrance or document which is binding upon it or any asset of it; and (e it has taken all necessary action to authorise the execution, delivery and performance of this Agreement in accordance with its terms Seller Warranties The Seller represents and warrants to the Buyer (each as a separate warranty that: the offer to subscribe for the Shares under this Agreement constitutes an offer for the issue of securities that does not require disclosure to investors under Part 6D.2 of the Corporations Act by reason of Section 708 of the Corporations Act; it is the beneficial owner of all Securities comprised in the Portfolio and is able to procure the transfer of legal title to the Portfolio to the Buyer on Completion;
11 7 (c (d (e the Portfolio is and, on Completion, will be free of all Encumbrances and other third party interests or rights; all securities comprised in the Portfolio are fully paid and no money is owing in respect of them; and the Buyer is able to procure the sale and transfer of the Portfolio to the Buyer without the consent of any other person and free of any free of any pre-emptive rights or rights of first refusal Reliance Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other to enter into this Agreement and that the other Party has entered into this Agreement in full reliance on the Warranties Timing Each Party represents, warrants and undertakes to the other that each of the Warranties is true and correct on the date of this Agreement and will be on each day up to and including the Completion Date as if made on and as at each of those dates Independent Warranties Each Warranty is to be construed independently and is not limited by reference to any other Warranty Survival of Warranties The Warranties survive execution of this Agreement and Completion Indemnity Each Party (Indemnifier must unconditionally and irrevocably indemnify the other (Recipient and keep the Recipient indemnified against any cost, loss, liability, expense or damage suffered or incurred as a result of or arising in connection with: any inaccuracy in or breach of any of the Warranties given by it; and any breach of this Agreement by the Indemnifier Time limit for bringing claims The Buyer cannot make any Claim in respect of any Warranty provided by the Applicants or under any other Claim made under this Agreement by the Buyer and the liability of the Applicants for such a Claim is barred unless the Buyer gives notice of the Claim before the second anniversary of the Completion Date. 7. General 7.1. Governing Law This Agreement is governed by the laws of the State of New South Wales. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New South Wales Amendment This Agreement may only be amended or supplemented in writing signed by the Parties.
12 Further Assurances The Parties must do all things and execute all documents as may be necessary or desirable to give effect to the provisions of this Agreement and the transactions contemplated by it Prohibition and enforceability (c Any provision of, or the application of any provision of, this agreement or any right, power, authority, discretion or remedy of a party under this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. The application of this Clause 7.4 is not limited by any other provision of this agreement in relation to severability, prohibition or enforceability Cumulative rights The rights, powers, authorities, discretions and remedies of a Party under this Agreement do not exclude any other right, power, authority, discretion or remedy Continuation and independence of indemnities Each indemnity of a Party contained in this Agreement is a continuing obligation of that Party despite: (i (ii any settlement of account; or the occurrence of any other thing, and remains in full force and effect until all money owing, contingently or otherwise, under the indemnity has been paid in full. Each indemnity of a Party contained in this Agreement is an additional, separate and independent obligation of that Party and no one indemnity limits the generality of any other indemnity. Executed by the Parties as an agreement SIGNED by India Equities Fund Limited (ACN in accordance with section 127 of the Corporations Act: Director/Secretary Director Name (please print Name (please print
13 9 SIGNED by Siblow Pty Limited (ACN in accordance with section 127 of the Corporations Act: Director/Secretary Director Name (please print Name (please print
14 Schedule 1 Portfolio Portfolio Securities ASX Code Number of Securities Copper Strike Limited CSE 22,102,022 Trinity Group TCQ 12,620,570 Australian Pharmaceutical Industries Limited API 1,750,000 ING Community Living Group ILF 11,000,000 Trojan Equity Limited TJN 356,080
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