Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT, entered into this 25th day of September, 2009, between Xxxxx
Xxxx Xxxxxx 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).
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
agreement. This agreement is made without coercion or undue influence
or pressure from either party.
2. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
3. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and
assigns.
4. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the state of Nevada. Any action to
enforce the provisions of this Agreement shall be brought in a court
of competent jurisdiction within Nevada and in no other place.
5. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or application of such term or provision
to persons or circumstances other than those as to which it is held to
be invalid or unenforceable shall not be affected thereby and each
term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law.
6. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations
which will be binding upon any of the parties hereto.
7. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may
be required to carry out fully the transaction(s) contemplated herein.
8. Amendment. This Agreement or any provision hereof may not be changed,
waived terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
9. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser
shall have no obligations hereunder until all Shareholder have become
signatories hereto.
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IN WITNESS WHEREOF, the parties hereto executed the foregoing Asset Purchase
Agreement as of the day and year first above written.
PURCHASER:
DENARII RESOURCES INC.
/s/ Xxxxxx Xxxxxx
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Signature - Xxxxxx Xxxxxx, President
SELLER:
/s/ Xxxxx Xxxx Xxxxxx Latapiat
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Signature - Xxxxx Xxxx Xxxxxx Latapiat
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