ex101.htm


    
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      U.S.
        SHARE PRIVATE PLACEMENT

    

    
      


    

    
      SUBSCRIPTION
        AGREEMENT

    

    
      


    

    
      


      


      


      


      


      


      


      


      


    

    
      Between:

    

    
      


      


    

    
      DENARII
        RESOURCES INC.

    

    
      


      


      


      


    

    
      And:

    

    
      


      


    

    
      THE
        UNDERSIGNED SUBSCRIBER

    

    
      


    

    
      


      


    

    
      OXFORD
        CAPITAL SERVICES INC.

      


    

    
      __________

      


    

    U.S.
      SHARE PRIVATE PLACEMENT

    


    SUBSCRIPTION
      AGREEMENT

    


    


    THESES
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND
      ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH
      SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON
      THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT
      FOR
      PURPOSES OF DISTRIBUTION.  THESE SECURITIES MAY NOT BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE
      AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.  FURTHERMORE, NO
      OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE
      PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY.  THE STOCK TRANSFER
      AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE
      ABOVE
      INSTRUCTIONS.

    


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    PRIVATE
      SHARE ISSUE

    


    


    
      	
              To:

            	
              DENARII
                RESOURCES INC. (hereinafter referred to as the
                “Company”), with an address for notice and delivery located at
                510-999 West Hastings Street Vancouver BC V6C 2W2.

            


    

    


    


    The
      Company is offering, on a private
      placement basis, common shares of its own issue (each being a “Share”)
      to eligible investors (each such an investor who subscribes to this issue by
      this document is hereinafter referred to as the “Subscriber”) at a
      subscription price of U.S. $0.10 per Share.  The Company offers, and
      the Subscriber accepts, the Shares on the terms and conditions as set forth
      in
      this subscription agreement (the “Agreement”).

    


    


    Article
      1

    SUBSCRIPTION
      FOR SHARES

    


    


    1.1                      Subscription
      for Shares.   Based upon the hereinafter terms,
      conditions, representations, warranties and covenants given by each party to
      the
      other, the Subscriber hereto hereby irrevocably subscribes for and agrees to
      purchase 198,000 Common Shares of the Company, at a
      subscription price of U.S. $0.10 per Share, for aggregate consideration of
      U.S. $19,800.00 (the “Subscription
      Price”).

    


    


    1.2                      Acceptance
      of Subscription.   The Company, upon acceptance by
      its Board of Directors (the “Board”) of all or part of this
      subscription Agreement, agrees to issue the accepted number of Shares, as fully
      paid and non-assessable, and as consideration for the Subscriber’s subscription,
      and to refund any excess subscription monies of the Subscription Price of any
      non-accepted portion of this subscription Agreement by the Board.

    


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.3                      Subscriber’s
      eligibility for subscription.   The Subscriber
      acknowledges that the Subscriber is purchasing the Shares on a private basis
      and
      is either:

    


    


    
      	
               

            	
              (a)

            	
              an
                eligible investor under the Subscriber’s domicile laws;
                or

            


    

    


    


    
      	
               

            	
              (b)

            	
              is
                subscribing for a value in Shares constituting an exempt investment
                under
                the laws of the Subscriber’s domicile;
                or

            


    

    


    


    
      	
               

            	
              (c)

            	
              is
                subscribing pursuant to a qualifying offering memorandum and the
                terms
                thereof; or

            


    

    


    


    
      	
               

            	
              (d)

            	
              is
                otherwise an eligible investor under the laws of the Subscriber’s domicile
                by virtue of the Subscriber’s wealth, income and investment knowledge and
                capacity.

            


    

    


    


    1.4                      Risks
      of subscription.   The Subscriber acknowledges that
      no party independent of the Company has made or will make any opinion or
      representations on the merits or risks of an investment in any of the Shares
      unless sought out by the Subscriber; which the Subscriber is encouraged to
      do.

    


    


    Article
      2

    UNITED
      STATES ACCREDITED INVESTOR DECLARATIONS

    


    


    2.1                      Subscriber’s
      Declarations as an “Accredited Investor”.   The
      undersigned Subscriber warrants and certifies that the Subscriber is an
“Accredited Investor”, as that term is defined in Regulation D
      promulgated under the United States Securities Act of 1933, as amended
      (the “U.S. Act”), by virtue of the Subscriber’s qualification under one
      or more of the following categories {please check the appropriate box or boxes
      where applicable}:

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is a natural person whose individual net worth, or joint
                net
                worth with that person’s spouse, exceeds U.S.
                $1,000,000.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is a natural person who had an individual income in excess
                of
                U.S. $200,000 in each of the two most recent years or joint income
                with
                the Subscriber’s spouse in excess of U.S. $300,000 in each of those years
                and has a reasonable expectation of reaching the same income level
                in the
                current year.

            


    

    


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              ●

            	
              The
                Subscriber is a corporation, organization described in section 501(c)(3)
                of the United States Internal Revenue Code, Massachusetts, or
                similar business trust or partnership, not formed for the specific
                purpose
                of acquiring the Shares, with total assets in excess of U.S.
                $5,000,000.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is a trust, with total assets in excess of U.S. $5,000,000,
                not
                formed for the specific purpose of acquiring the Shares, whose purchase
                is
                directed by a sophisticated person.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is a director or executive officer of the
                Company.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is a “private business development company” as that term is
                defined in section 202(a)(22) of the United States Investment Advisers
                Act of 1940.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is either: (a) a “bank” as defined in section 3(a)(2) of the
                U.S. Act, or a “savings and loan association or other institution” as
                defined in section 3(a)(5)(A) of the U.S. Act, whether acting in
                its
                individual or fiduciary capacity; or (b) a broker or dealer registered
                pursuant to section 15 of the United States Securities Exchange Act of
                1934; or (c) an “insurance company” as defined in section 2(13) of
                the U.S. Act; or (d) an investment company registered under the United
                States Investment Company Act of 1940 or a “business development
                company” as defined in section 2(a)(48) of the United States
                Investment Company Act of 1940; or (e) a small business
                investment company licensed by the United States “Small Business
                Administration” under either of subsections 301(c) or (d) of the United
                States Small Business Investment Act of 1958; or (f) a plan
                established and maintained by a state, its political subdivisions,
                or any
                agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees, if such plan has total assets in excess
                of
                U.S. $5,000,000; or (g) an employee benefit plan within the meaning
                of the
                United States Employee Retirement Income Security Act of 1974, if
                the investment decision is made by a plan fiduciary as defined in
                section
                3(21) of the United States Employee Retirement Income Security Act of
                1974 which is either a bank, savings and loan association, insurance
                company or registered investment adviser, or if the employee benefit
                plan
                has total assets in excess of U.S. $5,000,000 or, if a self-directed
                plan,
                with investment decisions made solely by persons that are accredited
                investors.

            


    

    


    


    
      	
               

            	
              ●

            	
              The
                Subscriber is an entity in which all of the equity owners are accredited
                investors under one or more of the categories set forth
                hereinabove.

            


    

    


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Article
      3

    RESTRICTED
      SECURITIES AND DISPOSITION UNDER “RULE 144”

    


    


    3.1                      No
      registration.   The Subscriber acknowledges and
      understands that neither the sale of the Shares which the Subscriber is
      acquiring nor any of the Shares themselves have been registered under the U.S.
      Act or any state securities laws, and, furthermore, that the Shares must be
      held
      indefinitely unless subsequently registered under the U.S. Act or an exemption
      from such registration is available.

    


    


    3.2                      Legending
      of the Shares.   The Subscriber also acknowledges
      and understands that the certificates representing the Shares will be stamped
      with the following legend (or substantially equivalent language) restricting
      transfer in the following manner:

    


    


    “The
      securities represented by this certificate have not been registered under the
      United States Securities Act of 1933, as amended, or the laws of any state,
      and
      have been issued pursuant to an exemption from registration pertaining to such
      securities and pursuant to a representation by the security holder named hereon
      that said securities have been acquired for purposes of investment and not
      for
      purposes of distribution.  These securities may not be offered, sold,
      transferred, pledged or hypothecated in the absence of registration, or the
      availability of an exemption from such registration.  Furthermore, no
      offer, sale, transfer, pledge or hypothecation is to take place without the
      prior written approval of counsel to the Company being affixed to this
      certificate.  The stock transfer agent has been ordered to effectuate
      transfers of this certificate only in accordance with the above
      instructions.”.

    


    


    The
      Subscriber hereby consents to the
      Company making a notation on its records or giving instructions to any transfer
      agent of the Shares in order to implement the restrictions on transfer set
      forth
      and described hereinabove.

    


    


    3.3                      Disposition
      under Rule 144.   The Subscriber also acknowledges
      and understands that:

    


    


    
      	
               

            	
              (a)

            	
              the
                Shares are restricted securities within the meaning of Rule 144
                promulgated under the U.S. Act;

            


    

    


    


    
      	
               

            	
              (b)

            	
              the
                exemption from registration under Rule 144 will not be available
                in any
                event for at least one year from the date of purchase and payment
                of the
                Shares by the Subscriber, and even then will not be available unless
                (i) a
                public trading market then exists for the common stock of the Company,
                (ii) adequate information concerning the Company is then available
                to the
                public and (iii) other terms and conditions of Rule 144 are complied
                with;
                and

            


    

     

    
 

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (c)

            	
              any
                sale of the Shares may be made by the Subscriber only in limited
                amounts
                in accordance with such terms and
                conditions.

            


    

    


    


    3.4                      Further
      restrictions on disposition.   The Subscriber
      further acknowledges and understands that, without in anyway limiting the
      acknowledgements and understandings as set forth hereinabove, the Subscriber
      agrees that the Subscriber shall in no event make any disposition of all or
      any
      portion of the Shares which the Subscriber is acquiring hereunder unless and
      until:

    


    


    
      	
               

            	
              (a)

            	
              there
                is then in effect a “Registration Statement” under the U.S. Act
                covering such proposed disposition and such disposition is made in
                accordance with said Registration Statement;
                or

            


    

    


    


    
      	
               

            	
              (b)

            	
              (i)
                the Subscriber shall have notified the Company of the proposed disposition
                and shall have furnished the Company with a detailed statement of
                the
                circumstances surrounding the proposed disposition, (ii) the Subscriber
                shall have furnished the Company with an opinion of the Subscriber’s own
                counsel to the effect that such disposition will not require registration
                of any such Shares under the U.S. Act and (iii) such opinion of the
                Subscriber’s counsel shall have been concurred in by counsel for the
                Company and the Company shall have advised the Subscriber of such
                concurrence.

            


    

    


    


    Article
      4

    METHOD
      OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY

    


    


    4.1                      Method
      of subscription.   It is hereby acknowledged and
      agreed by the parties hereto that any subscription for Shares shall be made
      by
      the Subscriber:

    


    


    
      	
               

            	
              (a)

            	
              by
                faxing to the Company, at (604) 685-7551, a completed copy of this
                Agreement together with an executed copy of the signature page of
                this
                Agreement; and

            


    

    


    


    
      	
               

            	
              (b)

            	
              by
                delivering
                to
                the Company, at 999 West Hastings Street, Vancouver, BC, V6C 2W2,
                an originally executed copy of this completed Agreement together
                with
                payment for the
                exact
                Subscription Price for such Shares in the following
                manner:

            


    

    


    


    
      	
               

            	
              (i)

            	
              by
                delivery to the Company’s above address of a bank draft or cashier’s
                cheque for the exact Subscription Price for the Shares;
                or

            


    

    


    


    
      	
               

            	
              (ii)

            	
              by
                wire transfer to the Company of the exact Subscription Price for
                the
                Shares.

            


    

    


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    


    


    4.2                      Acceptance
      of subscription or return of Subscription Price by the
      Company.   The Subscriber acknowledges that the
      Company will be accepting subscriptions for Shares on a first come, first serve,
      basis.  As a consequence the Company, upon acceptance by its Board of
      all or part of this subscription Agreement (the “Acceptance”), hereby
      agrees to issue the accepted number of Shares, as fully paid and non-assessable,
      and as consideration for the Subscriber’s subscription, and to refund any excess
      subscription monies of the Subscription Price of any non-accepted portion of
      this subscription Agreement by the Board.  In this regard the
      Subscriber acknowledges
      that, although Shares may be issued to other purchasers concurrently with the
      Company’s Acceptance of all or part of this subscription Agreement, there may be
      other sales of Shares by the Company, some or all of which may close before
      or
      after the Acceptance herein.  The Subscriber further acknowledges that
      there is a risk that insufficient funds may be raised by the Company upon the
      Company’s Acceptance of all or part of this subscription Agreement to fund the
      Company’s objectives and that further closings may not take place after
      Acceptance herein.

    


    


    4.3Delivery
      of Share certificate.   The
      Company, agrees to deliver to the Subscriber a certificate representing
      the accepted number of Shares purchased by the Subscriber under this
      subscription Agreement and registered in the name of the
      Subscriber.

    


    


    Article
      5

    INVESTMENT
      SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS
      AND WARRANTIES

    


    


    5.1                      Description
      of the Shares.   The Company is issuing Shares at a
      price of U.S. $0.10 per Share.  The Shares are a part of the common
      shares of the Company and such common shares are the only class of shares of
      the
      Company presently authorized.  Copies of the constating documents of
      the Company describing the common shares and the rights of shareholders are
      available upon request.

    


    


    5.2                      Use
      of funds for the Shares and Release therefore.   The
      Subscriber acknowledges and agrees that the Subscription Price funds to be
      raised from the Shares are to be employed for the business of the Company in
      accordance with management’s discretion as to the best use of the same for the
      Company’s business plans.  The Company reserves the right at any time
      to alter its business plans in accordance with management’s appreciation of the
      market for the goods and services of the Company.  Without in any
      manner limiting the generality of the foregoing, the Subscriber hereby
      acknowledges and agrees that, in consideration, in part, of the Company’s within
      Acceptance of this subscription and agreement to issue Shares of the Company
      consequent thereon, the Subscriber hereby does hereby release, remise and
      forever discharge each of the Company and its respective directors, officers,
      employees, solicitors, agents, executors, administrators, successors and
      assigns, of and from all manner of action and actions, causes of action, suits,
      debts, dues, accounts, bonds, covenants, contracts, claims, damages and demands,
      whether known or unknown, suspected or unsuspected and whether at law or in
      equity, which against either of the Company and/or any of its respective
      directors, officers, employees, solicitors, agents, executors, administrators,
      successors and assigns, the Subscriber ever had, now has, or which any of the
      Subscriber’s respective successors or assigns, or any of them hereafter can,
      shall or may have by reason of any matter arising from the within use of funds
      (collectively, the “Release”).  The Subscriber shall hold
      harmless and indemnify the Company from and against, and shall compensate and
      reimburse the same for, any loss, damage, claim, liability, fee (including
      reasonable attorneys’ fees), demand, cost or expense (regardless of whether or
      not such loss, damage, claim, liability, fee, demand, cost or expense relates
      to
      a third-party claim) that is directly or indirectly suffered or incurred by
      the
      Company, or to which the Company becomes subject, and that arises directly
      or
      indirectly from, or relates directly or indirectly to, any inaccuracy in or
      breach of any representation, warranty, covenant or obligation of the Subscriber
      contained in this Release and Agreement.  This Release is irrevocable
      and will not terminate in any circumstances.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    5.3                      The
      Subscriber’s acknowledgments.  The Subscriber
      acknowledges and agrees that:

    


    


    
      	
               

            	
              (a)

            	
              Further
                financings:   the Company may issue further offers
                similar to the within which may bear higher or lower prices (as determined
                by the Company in accordance with its appreciation of market
                conditions).  The Company may, and will, acquire debt and/or
                equity financings in the future required or advisable in the course
                of the
                Company’s business development;

            


    

    


    


    
      	
               

            	
              (b)

            	
              Withdrawal
                or revocation: this Agreement is given for valuable consideration and
                shall not be withdrawn or revoked by the Subscriber once tendered
                to the
                Solicitors with the Subscription
                Price;

            


    

    


    


    
      	
               

            	
              (c)

            	
              Agreement
                to be bound:  the Subscriber hereby specifically agrees to
                be bound by the terms of this Agreement as to all particulars hereof
                and
                hereby reaffirms the acknowledgments, representations and powers
                as set
                forth in this Agreement;

            


    

    


    


    
      	
               

            	
              (d)

            	
              Reliance
                on Subscriber’s representations:  the Subscriber understands
                that the Company will rely on the acknowledgments, representations
                and
                covenants of the Subscriber contained herein in determining whether
                a sale
                of the Shares to the Subscriber is in compliance with applicable
                securities laws.  The Subscriber warrants that all
                acknowledgments, representations and covenants are true and accurate;
                and

            


    

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (e)

            	
              Waiver
                of pre-emptive rights:  the Subscriber hereby grants,
                conveys and vests unto the President of the Company, or unto such
                other
                nominee or nominees of the President of the Company as the President
                of
                the Company may determine from time to time, in the President’s sole and
                absolute discretion, as the Subscriber’s power of attorney solely for the
                purpose of waiving any prior or pre-emptive rights which the Subscriber
                may have to further issues of equity by the Company under applicable
                corporate and securities laws.

            


    

    


    


    5.4                      The
      Subscriber’s representations, warranties and
      understandings.   The Subscriber acknowledges,
      represents and warrants to the Company and understands that:

    


    


    
      	
               

            	
              (a)

            	
              Experience:   the
                Subscriber has the requisite knowledge and experience in financial
                and
                business matters for properly evaluating the risks of an investment
                in the
                Company;

            


    

    


    


    
      	
               

            	
              (b)

            	
              Information:   the
                Subscriber has received all information regarding the Company reasonably
                requested by the Subscriber;

            


    

    


    


    
      	
               

            	
              (c)

            	
              Risk:   the
                Subscriber understands that an investment in the Company involves
                certain
                risks of which the Subscriber has taken full cognizance, and which
                risks
                the Subscriber fully understands;

            


    

    


    


    
      	
               

            	
              (d)

            	
              Adequacy
                of information:   the
                Subscriber has been given the opportunity to ask questions of, and
                to
                receive answers from, the Company concerning the terms and conditions
                of
                the offering and to obtain additional information necessary to verify
                the
                accuracy of the information contained in the information described
                in
                paragraph “(b)” hereinabove, or such other information as the Subscriber
                desired in order to evaluate an investment in the
                Company;

            


    

    


    


    
      	
               

            	
              (e)

            	
              Residency:   the
                residence of the Subscriber as set forth hereinbelow is the true
                and
                correct residence of the Subscriber and the Subscriber has no present
                intention of becoming a resident or domiciliary of any other State
                or
                jurisdiction;

            


    

    


    


    
      	
               

            	
              (f)

            	
              Independent
                investigation:   in
                making a decision to invest in the Company the Subscriber has relied
                solely upon independent investigations made by the Subscriber, and
                the
                particular tax consequences arising from an investment in the Company
                will
                depend upon the Subscriber’s individual
                circumstances;

            


    

     

    
 

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (g)

            	
              Principal:   the
                Subscriber is purchasing the Shares as principal for the Subscriber’s own
                account and not for the benefit of any other person, except as otherwise
                stated herein, and not with a view to the resale or distribution
                of all or
                any of the Shares;

            


    

    


    


    
      	
               

            	
              (h)

            	
              Decision
                to purchase:   the decision of the Subscriber to enter
                into this Agreement and to purchase Shares pursuant hereto has been
                based
                only on the representations of this Agreement and any collateral
                business
                plan or offering memorandum provided herewith or based upon the
                Subscriber’s relationship with a director and/or senior officer of the
                Company.  It is not made on other information relating to the
                Company and not upon any oral representation as to fact or otherwise
                made
                by or on behalf of the Company or any other person.  The
                Subscriber agrees that the Company assumes no responsibility or liability
                of any nature whatsoever for the accuracy, adequacy or completeness
                of any
                business plan information which has been created based upon the Company’s
                management experience.  In particular, and without limiting the
                generality of the foregoing, the decision to subscribe for Shares
                has not
                been influenced by:

            


    

    


    


    
      	
               

            	
              (i)

            	
              newspaper,
                magazine or other media articles or reports related to the Company
                or its
                business;

            


    

    


    


    
      	
               

            	
              (ii)

            	
              promotional
                literature or other materials used by the Company for sales or marketing
                purposes; or

            


    

    


    


    
      	
               

            	
              (iii)

            	
              any
                representations, oral or otherwise, that the Company will become
                a listed
                company, that any of the Shares will be repurchased or have any guaranteed
                future realizable value or that there is any certainty as to the
                success
                of the Company or the liquidity or value of any of the
                Shares;

            


    

    


    


    
      	
               

            	
              (i)

            	
              Advertisements:   the
                Subscriber acknowledges that the Subscriber has not purchased Shares
                as a
                result of any 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;

            


    

    


    


    
      	
               

            	
              (j)

            	
              Information
                not received:   the Subscriber has not received, nor
                has the Subscriber requested, nor does the Subscriber have any need
                to
                receive, any offering memorandum or any other document (other than
                financial statements or any other document the content of which is
                prescribed by statute or regulation) describing the business and
                affairs
                of the Company which has been prepared for delivery to, and review
                by,
                prospective purchasers in order to assist them in making an investment
                decision in respect of the Shares, and the Subscriber has not become
                aware
                of any advertisement in printed media of general and regular paid
                circulation, radio or television with respect to the distribution
                of the
                Shares;

            


    

     

    
 

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (k)

            	
              Information
                received:   the Subscriber has had access to such
                additional information, if any, concerning the Company as the Subscriber
                has considered necessary in connection with the Subscriber’s investment
                decision to acquire the Shares;

            


    

    


    


    
      	
               

            	
              (l)

            	
              Satisfaction
                with information received:   the Subscriber
                acknowledges that, to the Subscriber’s
                satisfaction:

            


    

    


    


    
      	
               

            	
              (i)

            	
              the
                Subscriber has either had access to or has been furnished with sufficient
                information regarding the Company and the terms of this investment
                transaction to the Subscriber’s
                satisfaction;

            


    

    


    


    
      	
               

            	
              (ii)

            	
              the
                Subscriber has been provided the opportunity to ask questions concerning
                this investment transaction and the terms and conditions thereof
                and all
                such questions have been answered to the Subscriber’s satisfaction;
                and

            


    

    


    


    
      	
               

            	
              (iii)

            	
              the
                Subscriber has been given ready access to and an opportunity to review
                any
                information, oral or written, that the Subscriber has requested,
                in
                particular to any offering memorandum or business plan of the Company,
                if
                available concurrent with or as a part of this
                Agreement;

            


    

    


    


    
      	
               

            	
              (m)Reliance
                of representative:   the Subscriber, by reason of the
                Subscriber’s knowledge and experience in financial and business matters,
                is capable of evaluating the risks and merits of an investment in
                the
                Shares or, if the Subscriber is relying upon the investment advice
                of a
                representative who has advised the undersigned in connection with
                this
                investment (the “Representative”), the undersigned believes the
                Representative to be sophisticated and competent in the area of investment
                advice and analysis and therefore capable of evaluating the risks
                and
                merits of an investment in the
                Shares;

            


    

    


    


    
      	
               

            	
              (n)

            	
              Economic
                risk:   the Subscriber has such knowledge and
                experience in financial and business affairs as to be capable of
                evaluating the merits and risks of the Subscriber’s investment in and to
                any of the Shares, and the Subscriber is able to bear the economic
                risk of
                a total loss of the Subscriber’s investment in and to any of the
                Shares;

            


    

     

    
 

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (o)

            	
              Speculative
                investment:   the Subscriber understands that an
                investment in any of the Shares is a speculative investment and that
                there
                is no guarantee of success of the Company’s management’s
                plans.  Management’s plans are an effort to apply present
                knowledge and experience to project a future course of action which
                is
                hoped will result in financial success employing the Company’s assets and
                with the present level of management’s skills and of those whom the
                Company will need to attract (which cannot be
                assured).  Additionally, all plans are capable of being
                frustrated by new or unrecognized or unappreciated present or future
                circumstances which can typically not be accurately, or at all,
                predicted;

            


    

    


    


    
      	
               

            	
              (p)

            	
              Address:   the
                Subscriber is resident as set out on the last page of this Agreement
                as
                the “Subscriber’s Address”, and the address as set forth on the last page
                of this Agreement is the true and correct address of the
                Subscriber;

            


    

    


    


    
      	
               

            	
              (q)

            	
              Risk
                and resale restriction:   the Subscriber is aware of
                the risks and other characteristics of the Shares and of the fact
                that the
                Subscriber will not be able to resell the Shares except in accordance
                with
                the applicable securities legislation and regulatory
                policy;

            


    

    


    


    
      	
            	
              (r)

            	
              Representations
                as to resale:   no person has made to the Subscriber
                any written or oral
                representations:

            


    

    


    


    
      	
               

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

            


    

    


    


    
      	
               

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

            


    

    


    


    
      	
               

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

            


    

    


    


    
      	
               

            	
              (iv)that
                any of the Shares will be listed and posted for trading on any stock
                exchange, over-the-counter or bulletin board market, or that application
                has been made to list and post any of the Shares for trading on any
                stock
                exchange, over-the-counter or bulletin board market;
                and

            


    

    


    


    
      	
               

            	
              the
                Subscriber will not resell the Shares except in accordance with the
                provisions of applicable securities legislation and stock exchange, over-the-counter
                and/or bulletin board market
                rules;

            


    

     

    
 

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (s)

            	
              Reports
                and undertakings:   if required by applicable
                securities legislation, policy or order or by any securities commission,
                stock exchange or other regulatory authority, the Subscriber
                will
                execute and otherwise assist the Company in filing such reports,
                undertakings and other documents as may be reasonably required with
                respect to the issue of the Shares;

            


    

    


    


    
      	
               

            	
              (t)

            	
              Resale
                restrictions:   the Subscriber has been independently
                advised as to the applicable hold period imposed in respect of the
                Shares
                by securities legislation in the jurisdiction in which the Subscriber’s
                resides and confirms that no representation has been made respecting
                the
                applicable hold periods for the Shares and is aware of the risks
                and other
                characteristics of the Shares and of the fact that the Subscriber
                may not
                be able to resell the Shares except in accordance with the applicable
                securities legislation and regulatory policy.  In this regard
                the Subscriber agrees that if the Subscriber decides to offer, sell
                or
                otherwise transfer any of the Shares the Subscriber will not offer,
                sell
                or otherwise transfer any of such Shares, directly or indirectly,
                unless:

            


    

    


    


    
      	
               

            	
              (i)

            	
              the
                sale is to the Company; or

            


    

    


    


    
      	
               

            	
              (ii)

            	
              the
                sale is made outside the United States in compliance with the requirements
                of Rule 904 of Regulation S under the U.S. Act and in compliance
                with
                applicable state securities laws;
                or

            


    

    


    


    
      	
               

            	
              (iii)

            	
              the
                sale is made pursuant to an exemption from registration under the
                U.S. Act
                provided by Rule 144 thereunder and as set forth in Article “3”
                hereinabove, if applicable, and in compliance with applicable state
                securities laws; or

            


    

    


    


    
      	
               

            	
              (iv)

            	
              with
                the prior written consent of the Company, the sale is made pursuant
                to
                another applicable exemption from registration under the U.S. Act
                and in
                compliance with applicable state securities
                laws;

            


    

    


    


    
      	
               

            	
              (u)

            	
              No
                prospectus filing:   the Subscriber acknowledges that
                this is an offering made on a private basis without a prospectus
                and that
                no federal, state, provincial or other agency has made any finding
                or
                determination as to the merits of the investment nor made any
                recommendation or endorsement of the Shares, and
                that:

            


    

    


    


    
      	
               

            	
              (i)

            	
              the
                Subscriber may be or is restricted from using most of the civil remedies
                available under applicable securities legislation;
                and

            


    

     

    
 

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              (ii)

            	
              the
                Company is relieved from certain obligations that would otherwise
                apply
                under applicable securities
                legislation;

            


    

    


    


    
      	
               

            	
              (v)

            	
              Confidentiality:   the
                Subscriber understands that the Company’s business plan and this Agreement
                are confidential.  Furthermore, the Subscriber has not
                distributed such, or divulged the contents thereof, to anyone other
                than
                such legal or financial advisors as the Subscriber has deemed desirable
                for purposes of evaluating an investment in the Shares, and the Subscriber
                has not made any copies thereof except for the Subscriber’s own
                records;

            


    

    


    


    
      	
               

            	
              (w)

            	
              Age
                of majority:   the Subscriber, if an individual, has
                attained the age of majority and is legally competent to execute
                this
                Agreement and to take all actions required pursuant
                hereto;

            


    

    


    


    
      	
               

            	
              (x)

            	
              Authorization
                and formation of Subscriber:   the Subscriber, if a
                corporation, partnership, trust or other form of business entity,
                is
                authorized and otherwise duly qualified to purchase and hold the
                Shares,
                and such entity has not been formed for the specific purpose of acquiring
                Shares in this issue.  If the Subscriber is one of the
                aforementioned entities it hereby agrees that, upon request of the
                Company, it will supply the Company with any additional written
                information that may be requested by the Company.  In addition,
                the entering
                into
                of this Agreement and the transactions contemplated hereby will not
                result
                in the violation of any of the terms of and provisions of any law
                applicable to, or the constating documents, if a corporation, of,
                the
                Subscriber or of any agreement, written or oral, to which the Subscriber
                may be a party or by which the Subscriber may be
                bound;

            


    

    


    


    
      	
               

            	
              (y)

            	
              Legal
                obligation:   this Agreement has been duly and validly
                authorized, executed and delivered by and constitutes a legal, valid,
                binding and enforceable obligation of the
                Subscriber;

            


    

    


    


    
      	
               

            	
              (z)

            	
              Legal
                and tax consequences.   the Subscriber acknowledges
                that an investment in the securities of the Company may have tax
                consequences to the Subscriber under applicable law, which the Subscriber
                is solely responsible for determining, and the Subscriber also
                acknowledges and agrees that the Subscriber is responsible for obtaining
                its own legal and tax advice;

            


    

    


    


    
      	
               

            	
              (aa)

            	
              Compliance
                with applicable laws:   The Subscriber knows of no
                reason (and is sufficiently knowledgeable to determine the same or
                has
                sought legal advice) why the delivery of this Agreement, the acceptance
                of
                it by the Company and the issuance of the Shares to the Subscriber
                will
                not comply with all applicable laws of the Subscriber’s jurisdiction of
                residence or domicile, and all other applicable laws, and the Subscriber
                has no reason to believe that the Subscriber’s subscription hereby will
                cause the Company to become subject to or required to comply with
                any
                disclosure, prospectus or reporting requirements or to be subject
                to any
                civil or regulatory review or proceeding.  In addition, the
                Subscriber will comply with all applicable securities laws and will
                assist
                the Company in all reasonable manner to comply with all applicable
                securities laws; and

            


    

    


     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (ab)

            	
              Encumbrance
                or transfer of Shares:   the Subscriber will not sell,
                assign, gift, pledge or encumber in any manner whatsoever any of
                the
                Shares herein subscribed for without the prior written consent of
                the
                Company and in accordance with applicable securities
                legislation.

            


    

    


    


    5.5                      Reliance
      on Subscriber’s representations and warranties and
      indemnification.   The Subscriber understands that
      the Company will rely on the representations and warranties of the Subscriber
      herein in determining whether a sale of the Shares to the Subscriber is in
      compliance with federal and applicable state and provincial securities
      laws.  The Subscriber hereby agrees to indemnify the Company and its
      affiliates and hold the Company and its affiliates harmless from and against
      any
      and all liability, damage, cost or expense (including reasonable attorney’s
      fees) incurred on account of or arising out of: (i) any inaccuracy in the
      Subscriber’s acknowledgements, representations or warranties set forth in this
      Agreement; (ii) the disposition of any of the Shares which the Subscriber will
      receive, contrary to the Subscriber’s acknowledgements, representations or
      warranties in this Agreement or otherwise; (iii) any suit or proceeding based
      upon the claim that such acknowledgments, representations or warranties were
      inaccurate or misleading or otherwise cause for obtaining damages or redress
      from the Company or its affiliates; and (iv) the Subscriber’s failure to fulfill
      any or all of the Subscriber’s obligations herein.

    


    


    5.6                      Change
      in Subscriber’s representations and
      warranties.   All of the information set forth
      hereinabove with respect to the Subscriber and including, without limitation,
      the acknowledgements, representations and warranties set forth hereinabove,
      is
      correct and complete as of the date hereof and, if there should be any material
      change in such information prior to the acceptance of this subscription by
      the
      Company, the Subscriber will immediately furnish the revised or corrected
      information to the Company.

    


    


    


    


    Article
      6

    COMPANY
      REPRESENTATIONS AND WARRANTIES

    


    


    6.1                      Representations
      and warranties of the Company.   The Company
      acknowledges, represents and warrants to and with the Subscriber
      that:

    


     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
 

    
      	
              (a)

            	
              Standing:   the
                Company is a valid and subsisting corporation duly incorporated and
                in
                good standing under the laws of the jurisdiction in which it is
                incorporated, continued or
                amalgamated;

            


    

    


    


    
      	
              (b)

            	
              Business:   the
                Company is duly registered and licensed to carry on business in the
                jurisdictions in which it carries on business or owns property where
                so
                required by the laws of that
                jurisdiction;

            


    

    


    


    
      	
              (c)

            	
              Reservation
                of Shares:   the
                Company will reserve or set aside sufficient shares in its treasury
                to
                issue to the Subscriber the Shares if the Company accepts all or
                any part
                of the within subscription;

            


    

    


    


    
      	
              (d)

            	
              Subscription
                materials:   this
                subscription Agreement and all other written or oral representations
                made
                by the Company to the Subscriber in connection with the within
                subscription for Shares are and will be accurate in all material
                respects
                and do not and will not omit any fact, the omission of which does
                or will
                make such representations misleading or
                incorrect;

            


    

    


    


    
      	
              (e)

            	
              Compliance
                with securities legislation:   the
                Company has complied and will comply fully with the requirements
                of all
                applicable corporate and securities laws and administrative policies
                and
                directions in relation to the issue and trading of its securities
                and in
                all matters relating to the within
                subscription;

            


    

    


    


    
      	
              (f)

            	
              Compliance
                with corporate materials:   the
                issue and sale of the Shares by the Company does not and will not
                conflict
                with, and does not and will not result in a breach of, any of the
                terms of
                the Company’s incorporating documents or any agreement or instrument to
                which the Company is a party;

            


    

    


    


    
      	
              (g)

            	
              Corporate
                authority:   this Agreement has been or will be, when
                accepted, duly authorized by all necessary corporate action on the
                part of
                the Company, and the Company has full corporate power and authority
                to
                undertake the within subscription for Shares;
                and

            


    

    


    


    
      	
              (h)

            	
              Restrictions
                on Shares:   no order ceasing, halting or suspending
                trading in securities of the Company or prohibiting the sale of such
                securities has been issued to and is outstanding against the Company
                or
                any of its directors, officers or promoters or against any other
                companies
                that have common directors, officers or promoters, and no investigations
                or proceedings for such purposes are pending or
                threatened.

            


    

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    6.2        
Reliance
      on Company’s representations and warranties.   The
      Subscriber acknowledges that no information or representation concerning the
      Company has been provided to the Subscriber other than those contained in this
      Agreement, and that the Subscriber is relying entirely upon this
      Agreement.  Any other information given or statement made is given or
      made without liability or responsibility howsoever arising on the part of the
      Company.  No person acting as agent of the Company has any authority
      to make or give any representation or warranty whatsoever in relation to the
      Company or the Shares.  Any such information given or statement made
      is given or made without liability or responsibility howsoever arising on the
      part of the Company, and the Subscriber hereby releases the Company from any
      claims that may arise in respect thereof.

    


    


    Article
      7

    GENERAL
      PROVISIONS

    


    


    7.1                      Address
      for delivery.   Each notice, demand or other
      communication required or permitted to be given under this Agreement shall
      be in
      writing and shall be sent by delivery (electronic or otherwise) or prepaid
      registered mail deposited in a post office in Canada addressed to the Subscriber
      or the Company at the address specified in this Agreement.  The date
      of receipt of such notice, demand or other communication shall be the date
      of
      delivery thereof if delivered, or, if given by registered mail as aforesaid,
      shall be deemed conclusively to be the fifth day after the same shall have
      been
      so mailed, except in the case of interruption of postal services for any reason
      whatsoever, in which case the date of receipt shall be the date on which the
      notice, demand or other communication is actually received by the
      addressee.  Either party may at any time and from time to time notify
      the other party in writing of a change of address and the new address to which
      notice shall be given to it thereafter until further change.

    


    


    7.2                      Severability
      and construction.  Each Article, section, sub-section,
      paragraph, sub-paragraph, term and provision of this Agreement, and any portion
      thereof, shall be considered severable, and if, for any reason, any portion
      of
      this Agreement is determined to be invalid, contrary to or in conflict with
      any
      applicable present or future law, rule or regulation, that ruling shall not
      impair the operation of, or have any other effect upon, such other portions
      of
      this Agreement as may remain otherwise intelligible (all of which shall remain
      binding on the parties and continue to be given full force and agreement as
      of
      the date upon which the ruling becomes final).

    


    


    7.3        Gender
      and number.   This
      Agreement is to be read with all changes in gender or number as required by
      the
      context.

    


    


    7.4        Time
      of
      the essence.   Time
      is of the essence of this Agreement.

    


    


    7.5                      Governing
      law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Nevada, U.S.A., and the laws of
      the
      United States applicable therein.  Any dispute regarding matters as
      between the Subscriber and the Company, whether as a subscriber or shareholder
      and whether arising under this Agreement or pursuant to shareholder rights
      pursuant to the constating documents of the Company or applicable law, shall
      be
      adjudicated in the Courts of the State of Nevada, U.S.A. unless the Company
      shall permit otherwise.

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    7.6                      Survival
      of representations and warranties.   The covenants,
      representations and warranties contained herein shall survive the closing of
      the
      transactions contemplated hereby.

    


    


    7.7                      Counterparts.   This
      Agreement may be signed by the parties hereto in as many counterparts as may
      be
      necessary, each of which so signed shall be deemed to be an original, and such
      counterparts together shall constitute one and the same instrument and
      notwithstanding the date of execution will be deemed to bear the execution
      date
      as set forth in this Agreement.  This Agreement may also be executed
      and exchanged by facsimile and such facsimile copies shall be valid and
      enforceable agreements.

    


    


    7.8                      Entire
      Agreement and amendments.   This Agreement
      constitutes the only agreement between the parties with respect to the subject
      matter hereof and shall supersede any and all prior negotiations and
      understandings.  There are no collateral agreements or understandings
      hereto and this Agreement, and the documents contemplated herein, constitutes
      the totality of the parties’ agreement.  This Agreement may be amended
      or modified in any respect by written instrument only.

    


    


    7.9                      Successors
      and assigns.   The terms and provisions of this
      Agreement shall be binding upon and enure to the benefit of the Subscriber,
      the
      Company and their respective successors and lawfully permitted assigns; provided
      that, except as herein provided, this Agreement shall not be assignable by
      any
      party without the written consent of the other.  The benefit and
      obligations of this Agreement, insofar as they extend to or affect the
      Subscriber, shall pass with any assignment or transfer of any of the Shares
      in
      accordance with the terms of this Agreement.

    


    


    7.10                      Effective
      date.  This Agreement shall take effect upon the date of
      acceptance by the Company.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    IN
      WITNESS
      WHEREOF the Parties hereto have hereunto set their respective hands
      and seals in the presence of their duly authorized signatories effective as
      at
      the date first above written.

     

    
      
        	 Subscription
                by Subscriber:	 	 	 
	 	 	 	 
	 Dated
                at _Vancouver, B.C._, on this 28th
                day
                of September 2007. 	 	 
	 	 	 
	 OXFORD
                CAPITAL SERVICES INC.	 	 
	 	 	 
	 Acceptance
                by the Company:	 	 
	 	 	 
	 DENARII
                RESOURCES INC hereby accepts the above subscription by the
                Subscriber on this 28 day of September, 2007. 	 


      

    

    


    


    The
      CORPORATE SEAL of

    DENARII
      RESOURCES INC.,

    the
      Company herein,

    was
      hereunto affixed in the presence of:

    
      	 	 	 	 	 
	
              /s/
                Chris
                Lori

            	 	 	
               

            	 
	
              CHRIS
                LORI

            	 	 	
               

            	 
	
              President
                and
                Director

            	 	 	
               

            	 


    

     

     

     

    
      
         

      

      
        19