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Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT, entered into this 25th day of
September, 2009, between Maria
Ines Moraga Latapiat, of Santiago, Chile (the "Seller")
and Denarii Resources
Inc. incorporated in Nevada (the "Purchaser").
WHEREAS:
A. The Purchaser is a Nevada public company trading
under the symbol DNRR;
B. The Seller owns the rights to Coal
Concessions located in Lota Bay, Chile
(the Concessions), as further disclosed in
Schedule A;
C. The Seller is willing to sell and
the Purchaser is willing to buy the
rights to the Concession pursuant to the
terms outlined below.
NOW THEREFORE, in consideration of the
mutual terms and covenants set forth
herein, the parties agree as follows:
ARTICLE I
In exchange for the rights to the
Concessions, the Purchaser shall pay the
following to the Seller:
1. Issue 10,000,000 shares of
the Purchaser to the Seller or her nominee.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
1. Representations
and Warranties of Seller: The Seller is the
record
owner and
holder of the rights to extract the Coal from the
Maritime
Concessions
located in Lota Bay Chile, held by the Seller.
ARTICLE III
CLOSING
1. Time. The closing of
this transaction (the "Closing") shall be on or
before
October 31, 2009.
2. Documents To Be Delivered
by the Purchaser. At the Closing Purchaser
shall
deliver to Seller the funds and
the share certificates
contemplated
by this agreement.
3. The Seller
agrees to transfer title to the
Concessions to the
Purchaser or
a Chilean attorney to be held in trust for the Purchaser
(as the case
may be).
<PAGE>
ARTICLE IV
GENERAL
1. Legal Advice. Each
party represents that they have sought or waived
the
right to independent legal
advice as to the rights and
responsibilities that may arise as a result
of entering into this
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