Exhibit 10.1

THIS  PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT  RELATES  TO  AN  OFFERING  OF
SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO ARE NOT U.S.  PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES  SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE "SUBSCRIPTION  AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS SO  REGISTERED,  NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED  HEREIN)  EXCEPT IN ACCORDANCE  WITH THE  PROVISIONS OF REGULATION S
UNDER THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT
SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.  IN ADDITION,  HEDGING
TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

                                  CONFIDENTIAL
                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
               (Subscribers Resident Outside of the United States)

TO: Cindisue Mining Corp. (the "Company")
    11255 Tierrasanta Blvd., Unit 78
    San Diego, CA  92124

Purchase of Shares

1. SUBSCRIPTION

1.1 The undersigned (the  "Subscriber")  hereby  irrevocably  subscribes for and
agrees to purchase  from the Company,  on the basis of the  representations  and
warranties  and subject to the terms and  conditions  set forth  herein,  40,000
shares (the "Shares") at the price of US $0.05 per Share (such  subscription and
agreement to purchase being the  "Subscription") for the total purchase price of
US $2,000  (the  "Subscription  Proceeds"),  in a  transaction  exempt  from the
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

1.2 Each Share will consist of one restricted common share in the capital of the
Company. The Shares may be referred to as the "Securities".

1.3 Subject to the terms hereof,  the  Subscription  will be effective  upon its
acceptance by the Company. The Subscriber  acknowledges that the offering of the
Shares  (the  "Offering")  contemplated  hereby is part a private  placement  of
approximately  40,000 Shares having no maximum subscription level and no minimum
aggregate subscription level.

2. PAYMENT

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid
by bank wire transfer directly to the Company.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription  Proceeds and any other documents  delivered in connection herewith
will be held on  behalf of the  Company.  In the  event  that this  Subscription
Agreement is not accepted by the Company for whatever reason,  which the Company
expressly  reserves  the  right  to do,  within  30 days of the  delivery  of an
executed Subscription Agreement by the Subscriber,  this Subscription Agreement,
the Subscription  Proceeds  (without  interest  thereon) and any other documents
delivered  in  connection  herewith  will be returned to the  Subscriber  at the
address of the Subscriber as set forth in this Subscription Agreement.

2.3 Where the  Subscription  Proceeds  are paid to the  Company,  the Company is
entitled to treat such  Subscription  Proceeds  as an interest  free loan to the
Company  until such time as the  Subscription  is accepted and the  certificates
representing the Securities have been issued to the Subscriber.
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                                      -2-


3. DOCUMENTS REQUIRED FROM SUBSCRIBER

3.1 The  Subscriber  must  complete,  sign and return to the Company an executed
copy of this Subscription Agreement.

3.2 The  Subscriber  shall  complete,  sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires,  notices and
undertakings as may be required by regulatory authorities, and applicable law.

4. CLOSING

4.1  Closing of the  offering of the Shares  (the  "Closing")  shall occur on or
before March 14, 2013, or on such other date as may be determined by the Company
(the "Closing Date").

4.2 The Company  may, at its  discretion,  elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Subscriber  hereunder) to complete  delivery of the Securities to
such  subscriber(s)  against  payment  therefor  at any  time on or prior to the
Closing Date.

5. ACKNOWLEDGEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

     (a)  none of the  Securities  have been  registered  under the 1933 Act, or
          under  any  state  securities  or "blue  sky" laws of any state of the
          United States,  and, unless so registered,  may not be offered or sold
          in the United States or, directly or indirectly,  to U.S. Persons,  as
          that term is defined in  Regulation S under the 1933 Act  ("Regulation
          S"),  except  in  accordance  with the  provisions  of  Regulation  S,
          pursuant to an effective registration statement under the 1933 Act, or
          pursuant to an exemption from, or in a transaction not subject to, the
          registration  requirements  of the  1933  Act  and  in  each  case  in
          accordance with applicable state and federal securities laws;

     (b)  except as  provided in this  Subscription  Agreement,  the  Subscriber
          acknowledges  that the  Company has not  undertaken,  and will have no
          obligation, to register any of the Securities under the 1933 Act;

     (c)  the decision to execute this  Subscription  Agreement  and acquire the
          Securities  hereunder  has not been  based  upon  any oral or  written
          representation  as to fact or  otherwise  made by or on  behalf of the
          Company,  and  such  decision  is  based  entirely  upon a  review  of
          information  (the receipt of which is hereby  acknowledged)  which has
          been filed by the Company (the "Public  Record")  with the  Securities
          and Exchange Commission (the "SEC");

     (d)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed  or passed  on the  merits of the
          Shares;

     (e)  there  is no  government  or  other  insurance  covering  any  of  the
          Securities;

     (f)  there are risks associated with an investment in the Securities;

     (g)  the  Subscriber  has not  acquired the Shares as a result of, and will
          not itself  engage in, any "directed  selling  efforts" (as defined in
          Regulation  S under the 1933 Act) in the  United  States in respect of
          the Shares  which would  include  any  activities  undertaken  for the
          purpose  of, or that could  reasonably  be expected to have the effect
          of, conditioning the market in the United States for the resale of any
          of the Securities;  provided, however, that the Subscriber may sell or
          otherwise dispose of the Shares pursuant to registration thereof under
          the 1933 Act and any applicable  state and federal  securities laws or
          under an exemption from such registration requirements;

     (h)  the Subscriber and the  Subscriber's  advisor(s) have had a reasonable
          opportunity  to ask questions of and receive  answers from the Company
          in connection with the distribution of the Securities  hereunder,  and
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                                      -3-


          to  obtain  additional   information,   to  the  extent  possessed  or
          obtainable without unreasonable effort or expense, necessary to verify
          the accuracy of the information about the Company;

     (i)  the Subscriber will indemnify and hold harmless the Company and, where
          applicable, its directors,  officers,  employees, agents, advisors and
          shareholders,  from and  against any and all loss,  liability,  claim,
          damage and expense whatsoever (including,  but not limited to, any and
          all  fees,  costs  and  expenses  whatsoever  reasonably  incurred  in
          investigating,  preparing  or  defending  against any claim,  lawsuit,
          administrative   proceeding  or  investigation  whether  commenced  or
          threatened)  arising  out  of or  based  upon  any  representation  or
          warranty  of  the  Subscriber  contained  herein  or in  any  document
          furnished  by the  Subscriber  to the Company in  connection  herewith
          being untrue in any  material  respect or any breach or failure by the
          Subscriber  to  comply  with any  covenant  or  agreement  made by the
          Subscriber to the Company in connection therewith;

     (j)  none of the  Securities  are listed on any stock exchange or automated
          dealer  quotation  system and no  representation  has been made to the
          Subscriber  that any of the Securities will become listed on any stock
          exchange or automated dealer quotation  system,  except that currently
          market  makers make a market for the  Company's  common  shares on the
          FINRA's OTC Bulletin Board;

     (k)  the Company  will refuse to  register  any  transfer of the Shares not
          made in accordance with the provisions of Regulation S, pursuant to an
          effective  registration statement under the 1933 Act or pursuant to an
          available exemption from the registration requirements of the 1933 Act
          and in accordance with applicable state and federal securities laws;

     (l)  the statutory and regulatory  basis for the exemption  claimed for the
          offer of the Shares,  although in technical compliance with Regulation
          S, would not be  available if the offering is part of a plan or scheme
          to evade the registration provisions of the 1933 Act or any applicable
          state and federal securities laws;

     (m)  the Subscriber has been advised to consult the Subscriber's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment  in the  Shares  and  with  respect  to  applicable  resale
          restrictions,  and it is solely responsible (and the Company is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in  connection  with the  distribution  of the Shares
               hereunder, and

          (ii) applicable resale restrictions; and

     (n)  this  Subscription  Agreement  is not  enforceable  by the  Subscriber
          unless  it has  been  accepted  by the  Company,  and  the  Subscriber
          acknowledges  and agrees that the Company reserves the right to reject
          any subscription for any reason.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

     (a)  The  Subscriber  hereby  represents and warrants to and covenants with
          the Company (which  representations,  warranties  and covenants  shall
          survive the Closing) that:

     (b)  the Subscriber has the legal capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant  hereto and, if the Subscriber is a  corporation,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance   of  this   Subscription   Agreement  on  behalf  of  the
          Subscriber;

     (c)  the entering into of this Subscription  Agreement and the transactions
          contemplated hereby do not result in the violation of any of the terms
          and  provisions  of any law  applicable  to the  Subscriber  or of any
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                                      -4-


          agreement,  written or oral, to which the Subscriber may be a party or
          by which the Subscriber is or may be bound;

     (d)  the  Subscriber  has duly  executed and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Subscriber  enforceable  against the Subscriber in accordance with its
          terms;

     (e)  the  Subscriber is acquiring the  Securities  pursuant to an exemption
          from  the  registration  and  prospectus  requirements  of  applicable
          securities   legislation  in  all   jurisdictions   relevant  to  this
          Subscription,  and,  as a  consequence,  the  Subscriber  will  not be
          entitled to use most of the civil remedies  available under applicable
          securities legislation and the Subscriber will not receive information
          that would  otherwise  be required  to be  provided to the  Subscriber
          pursuant to applicable securities legislation;

     (f)  the  Subscriber is not acquiring the Shares for the account or benefit
          of, directly or indirectly, any U.S. Person;

     (g)  the Subscriber is not a U.S. Person;

     (h)  the  Subscriber  is  resident  in the  jurisdiction  set out under the
          heading "Name and Address of Subscriber" on the signature page of this
          Subscription Agreement;

     (i)  the sale of the  Shares  to the  Subscriber  as  contemplated  in this
          Subscription  Agreement complies with or is exempt from the applicable
          securities  legislation  of  the  jurisdiction  of  residence  of  the
          Subscriber;

     (j)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this  Subscription  Agreement and is acquiring the Shares as
          principal for the  Subscriber's own account,  for investment  purposes
          only,  and  not  with a view  to,  or  for,  resale,  distribution  or
          fractionalisation  thereof,  in whole or in part,  and no other person
          has a direct or indirect beneficial interest in such Shares;

     (k)  the  Subscriber  is not an  underwriter  of, or dealer  in, the common
          shares of the Company, nor is the Subscriber  participating,  pursuant
          to a contractual  agreement or otherwise,  in the  distribution of the
          Shares;

     (l)  the  Subscriber  (i)  is  able  to  fend  for  him/her/itself  in  the
          Subscription;  (ii) has such  knowledge  and  experience  in  business
          matters  as to be capable  of  evaluating  the merits and risks of its
          prospective  investment  in the  Shares;  and (iii) has the ability to
          bear the economic risks of its  prospective  investment and can afford
          the complete loss of such investment;

     (m)  the Subscriber  acknowledges  that the Subscriber has not acquired the
          Shares as a result of, and will not  itself  engage in, any  "directed
          selling  efforts"  (as defined in  Regulation S under the 1933 Act) in
          the United  States in respect of the Shares  which  would  include any
          activities  undertaken for the purpose of, or that could reasonably be
          expected to have the effect of,  conditioning the market in the United
          States  for the  resale of the  Shares;  provided,  however,  that the
          Subscriber  may sell or  otherwise  dispose of the Shares  pursuant to
          registration of the Shares pursuant to the 1933 Act and any applicable
          state and  federal  securities  laws or under an  exemption  from such
          registration requirements and as otherwise provided herein;

     (n)  the  Subscriber  is  not  aware  of  any  advertisement  of any of the
          Securities  and is not acquiring the Shares as a result of any form of
          general solicitation or general advertising including  advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast  over radio or  television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising; and
<PAGE>
                                      -5-


     (o)  no  person   has  made  to  the   Subscriber   any   written  or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Securities;

          (ii) that any  person  will  refund the  purchase  price of any of the
               Securities;

          (iii) as to the future price or value of any of the Securities; or

          (iv) that any of the Securities  will be listed and posted for trading
               on any stock  exchange or automated  dealer  quotation  system or
               that  application  has  been  made to list  and  post  any of the
               Securities  of the  Company on any stock  exchange  or  automated
               dealer quotation system.

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

7.1 The Company  acknowledges and agrees that the Subscriber is entitled to rely
upon  the  representations  and  warranties  of the  Company  contained  in this
Agreement and further acknowledges that the Subscriber will be relying upon such
representations and warranties in purchasing the Shares.

7.2 The Company warrants that the Public Record fairly  represents the status of
the Company as at the dates indicated in the Public Record.

8. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

8.1  The  Subscriber   acknowledges  that  the  representations  and  warranties
contained  herein are made by it with the intention that they may be relied upon
by the Company and its legal counsel in determining the Subscriber's eligibility
to  purchase  the  Shares  under  applicable  securities  legislation,   or  (if
applicable)  the  eligibility  of  others  on  whose  behalf  it is  contracting
hereunder to purchase the Shares under applicable  securities  legislation.  The
Subscriber  further  agrees  that  by  accepting  delivery  of the  certificates
representing  the  Securities on the Closing Date, it will be  representing  and
warranting that the representations and warranties contained herein are true and
correct  as at the  Closing  Date with the same  force and effect as if they had
been made by the  Subscriber  at the Closing Date and that they will survive the
purchase by the  Subscriber of Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.

9. LEGENDING OF SUBJECT SECURITIES

9.1 The Subscriber hereby acknowledges that that upon the issuance thereof,  and
until  such  time  as the  same  is no  longer  required  under  the  applicable
securities  laws  and  regulations,  the  certificates  representing  any of the
Securities will bear a legend in substantially the following form:

       "THESE  SECURITIES  WERE  ISSUED IN AN  OFFSHORE  TRANSACTION  TO
       PERSONS WHO ARE NOT U.S.  PERSONS (AS DEFINED HEREIN) PURSUANT TO
       REGULATION S UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS
       AMENDED (THE "1933 ACT"). ACCORDINGLY,  NONE OF THE SECURITIES TO
       WHICH THIS  CERTIFICATE  RELATES HAVE BEEN  REGISTERED  UNDER THE
       1933 ACT,  OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS SO
       REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR,
       DIRECTLY OR  INDIRECTLY,  TO U.S.  PERSONS  (AS  DEFINED  HEREIN)
       EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION  STATEMENT  OR
       PURSUANT TO AN EXEMPTION  FROM, OR IN A  TRANSACTION  NOT SUBJECT
       TO,  THE  REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH
       CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
       ADDITION,  HEDGING TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT
       BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT."

9.2 The  Subscriber  hereby  acknowledges  and  agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Subscription Agreement.
<PAGE>
                                      -6-


9.3 The  Subscriber  hereby  acknowledges  and  agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Subscription Agreement.

10. COSTS

10.1 The Subscriber acknowledges and agrees that all costs and expenses incurred
by the Subscriber  (including any fees and  disbursements of any special counsel
retained  by the  Subscriber)  relating to the  purchase of the Shares  shall be
borne by the Subscriber.

11. GOVERNING LAW

11.1 This Subscription Agreement is governed by the laws of the State of Nevada.
The  Subscriber,  in its personal or corporate  capacity and, if applicable,  on
behalf of each beneficial  purchaser for whom it is acting,  irrevocably attorns
to the jurisdiction of the courts of the State of Nevada.

12. SURVIVAL

12.1   This   Subscription   Agreement,   including   without   limitation   the
representations,  warranties and covenants  contained herein,  shall survive and
continue  in full  force and  effect  and be  binding  upon the  parties  hereto
notwithstanding  the  completion of the purchase of the Shares by the Subscriber
pursuant hereto.

13. ASSIGNMENT

13.1 This Subscription Agreement is not transferable or assignable.

14. SEVERABILITY

14.1 The  invalidity or  unenforceability  of any  particular  provision of this
Subscription  Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

15. ENTIRE AGREEMENT

15.1 Except as  expressly  provided in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for herein,
this  Subscription  Agreement  contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties,  whether expressed,  implied, oral or written, by
statute or common law, by the Company or by anyone else.

16. NOTICES

16.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
address on the signature page of this Subscription  Agreement and notices to the
Company shall be directed to the address on the cover page of this  Subscription
Agreement.

17. COUNTERPARTS AND ELECTRONIC MEANS

17.1 This Subscription  Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered,  shall constitute an original and
all of which together shall  constitute one instrument.  Delivery of an executed
copy of this  Subscription  Agreement by electronic  facsimile  transmission  or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription  Agreement as of the
date hereinafter set forth.
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                                      -7-


IN WITNESS WHEREOF the Subscriber has duly executed this Subscription  Agreement
as of the date of acceptance by the Company.

                            ACR Holdings LTD
                            ----------------------------------------------------
                            (Name of Subscriber - Please type or print)

                            Trust Company Complex
                            ----------------------------------------------------
                            (Signature and, if applicable, Office)

                            Ajeltake Road
                            ----------------------------------------------------
                            (Address of Subscriber)

                            Ajeltake Island, MH96960
                            ----------------------------------------------------
                            (City, State or Province, Postal Code of Subscriber)


                            Marshall Islands
                            ----------------------------------------------------
                            (Country of Subscriber)

                               A C C E P T A N C E

The  above-mentioned  Subscription  Agreement in respect of the Shares is hereby
accepted by Cindisue Mining Corp.

DATED at London, the 14th day of March, 2013.

Cindisue Mining Corp.

Per:
    ----------------------------------------
    Authorized Signatory