AGREEMENT FOR ASSIGNMENT OF PARTNERSHP INTEREST IN CRESCENT VALLEYPARTNERS, L.P.

Exhibit 10.1

AGREEMENT FOR ASSIGNMENT OF

PARTNERSHP INTEREST IN CRESCENT VALLEY PARTNERS, L.P.

THIS AGREEMENT FOR ASSIGNMENT OF PARTNERSHIP INTEREST IN CRESCENT VALLEY PARTNERS, L.P. (this “Agreement”) is made on [●] (the “Agreement Date”), to be effective as of January 1, 2014 (the “Effective Date”), by and between [●] (“Assignor”), and DENVER MINING FINANCE COMPANY, INC., a Colorado corporation (“Assignee”).

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

Upon receipt of good funds in the amount of the Purchase Price, Assignor hereby transfers, sells and assigns to Assignee, and Assignee hereby accepts, purchases and assumes from Assignor, all of Assignor’s right, title and interest in and to the Partnership Interest, with effect as of the Effective Date, and Assignor hereby assigns to Assignee, and Assignee hereby assumes from Assignor, all obligations and liabilities associated with the Partnership Interest, effective as of the Effective Date, but only to the extent relating to periods on and after the Effective Date; it being understood that Assignor shall retain (i) all right, title and interest in and to any Remaining Cash or Gold associated with the Partnership Interest, and (ii) all liabilities and obligations associated with the Partnership Interest to the extent arising or relating to periods prior to the Effective Date.

2. Payment.

The Purchase Price shall be paid by wire transfer to the below bank account:

Bank:

ABA/Routing Number:

Account:

Reference:

As of the Agreement Date and again as of the Effective Date, Assignor represents and warrants to Assignee as follows:

As of the Agreement Date and again as of the Effective Date, Assignee represents and warrants to Assignor as follows:

From and after the Closing Date:

This Agreement, the terms hereof, and the non-public information contained herein, are confidential to the parties. Neither party shall make any public announcement or other statement with respect to the existence or terms of this Agreement, nor any non-public information contained herein, except to the extent required for compliance by such party with applicable laws or the rules of any applicable stock exchange; it being understood that this Section 7 shall not prohibit Assignee from notifying the other partners in the Partnership of its acquisition of the Partnership Interest from Assignor.

From and after the Agreement Date, each party shall execute and deliver all such other documents, and take such other actions, as may be reasonably required to complete the Transaction and perform its other obligations hereunder.

The representations and warranties of the parties hereunder shall survive the Closing Date, and all obligations and liabilities of the parties hereunder that are intended to survive the Closing Date shall so survive, in each such case for the duration of any applicable statute of limitations.

All notices, requests, demands, claims, and other communications required by or otherwise given under this Agreement (“Notices”) must be given in writing. Any party may send a Notice to the other party using nationally recognized express courier, U.S. mail with receipt requested, personal delivery, facsimile or email transmittal to the recipient party as set out below. All Notices shall be effective and shall be deemed delivered if sent by personal delivery, courier, facsimile or email transmission on the date of delivery unless such date is a Saturday, Sunday or U.S. national holiday on which mail service is suspended, in which case, such Notice shall be deemed delivered on the next day that is not a Saturday, Sunday or U.S. national holiday on which mail service is suspended. The parties addresses for Notice area as follows:

Each party may change its contact details for Notices by giving Notice of such change to the other party pursuant to this Section 10.

This Agreement shall be subject to, and shall be construed in accordance with, the laws of the state of Colorado without regard to the conflicts of laws rules thereof that would result in the application of the laws of another jurisdiction.

As used herein, the singular includes the plural, and the captions of the several paragraphs of this Agreement are for reference or convenience only, and shall not affect the meaning or construction of the substantive provisions hereof.

Prior to executing this Agreement, EAch party has REVIEWED THIS AGREEMENT and, in its discretion, has sought the advice of its independent legal, tax, accounting and other advisors in respect hereof. No provision of this Agreement shall be construed against a party for the reason that it was drafted by such party.

This Agreement constitutes the complete understanding of the parties with respect to the matters set forth herein and therein, and shall not be modified or amended except by a subsequently-dated instrument that has been executed by both parties. No waiver by either party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Any provision of this Agreement which is prohibited or unenforceable under applicable law shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Neither party shall assign any right, benefit or interest or delegate any obligation or liability under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

This Agreement may be executed in counterparts, each of which, when executed, shall be deemed to be an original and both of which together shall be deemed to be one and the same instrument. Electronic copies of signatures forwarded by fax, electronic mail or other means shall be deemed originals for all purposes hereunder.

[Signatures follow on next page.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first appearing above, to be effective as of January 1, 2014.

ASSIGNEE

DENVER MINING FINANCE COMPANY, INC.