Exhibit 99.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") dated November 24, 2010 by
and between the shareholders of ASPA Gold Corp. fka RENAISSANCE BIOENERGY, INC.
as identified in Exhibit "A" attached hereto (the "ASPA Holders") and North
American Gold & Minerals Fund, a Nevada corporation ("North American") is made
with reference to the following facts:
ASPA Holders collectively own 53,000,000 (Fifty three million) shares (the
"RENS Shares") of restricted common stock, par value $0.00001 per share, of ASPA
Gold Corp., a Nevada corporation (OTCBB Ticker Symbol: "RENS"). The ASPA Holders
desire to exchange The RENS Shares for 1,514,284 (One million five hundred and
fourteen thousand two hundred and eighty four) restricted shares of common
stock, par value $0.001, of North American (OTCBB Ticker Symbol "NMGL") (the
"NMGL Shares"); and North American wishes to issue the NMGL shares and exchange
them for the RENS Shares, all upon the terms and subject to the conditions
herein set forth;
NOW THEREFORE, the parties, intending to be legally bound, agree to the
following:
1. THE RENS SHARES:
At the Closing, the ASPA Holders shall deliver certificates representing the
RENS Shares to North American, and North American shall deliver certificates
representing the NMGL Shares to the ASPA Holders. Each ASPA Holder shall receive
the number of NMGL Shares set forth for such ASPA Holder in Exhibit A. The
Closing shall be held at the offices of one of the parties' attorneys, or
through the mails, on November 30, 2010 or such later date as the parties shall
agree. The certificates for the RENS Shares shall be delivered together with
stock powers endorsed in favor of North American and bearing a medallion stamped
signature guarantee or, if acceptable to ASPA Gold Corp. and its transfer agent,
a notarized stock power may instead be delivered.
2. OWNERSHIP OF THE SHARES:
ASPA Holders are the sole legal, record and beneficial owner of the RENS Shares.
Each of ASPA Holders has good and marketable title to the RENS Shares and the
RENS Shares are and at Closing shall be free and clear of all liens, pledges,
mortgages, charges, security interests or encumbrances of any kind or nature.
There are no outstanding options, warrants or rights to purchase the RENS Shares
other than through this Agreement. No ASPA Holder is an officer, director,
insider or affiliate of ASPA Gold Corp. Each ASPA Holder is an "accredited
investor" and is acquiring the NMGL Shares for investment and not with a view to
distribution.
3. THE NMGL SHARES:
The NMGL Shares shall be duly authorized and validly issued by North American
and non-assessable.
4. NO BROKER FEE:
Neither party has used a broker in this transaction, and no person has a valid
claim for a broker's or finder's fee for the exchange of the RENS Shares for the
NMGL Shares under this Agreement.
5. MISCELLANEOUS:
This Agreement shall apply to and shall be binding upon the parties hereto,
their respective successors and assigns and all persons claiming by, through or
under any of the aforesaid persons. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all other prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement and all transactions
contemplated in this Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Nevada. In the event that any one or
more of the provisions contained in this Agreement, or the application thereof
in any circumstances, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained in this
Agreement shall not be in any way impaired, it being intended that all rights,
powers and privileges of the parties shall be enforceable to the fullest extent
permitted by law. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which shall be deemed to be one and
the same instrument.
Executed and delivered as of the day and year first above written:
NORTH AMERICAN:
NORTH AMERICAN GOLD & MINERALS FUND
By
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XXXXXX X.XXXXXXXXX
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ASPA HOLDERS:
ANACONDA EXPLORATION, LLC
By
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Duly Authorized
BIG XXXX XXXX MINES, LLC
By
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Duly Authorized
BELLE ROSE, S.A.
By
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Duly Authorized
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XxXXXXXX & XXXXXX GROUP, LLC
By
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Duly Authorized
PLACER PETROLEUM, LLC
By
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Duly Authorized
XXXXXXX PARK AKTIENGSELLSCAFT
By
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Duly Authorized
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EXHIBIT "A"
RENS Shares NMGL Shares
Seller Exchanged Received
------ --------- --------
Anaconda Exploration, LLC 5,000,000 142,857
Big Xxxx Xxxx Mines, LLC 5,000,000 142,857
Belle Rose, S.A 15,000,000 428,571
XxXxxxxx & Xxxxxx Group, LLC 10,000,000 285,714
Placer Petroleum, LLC 10,000,000 285,714
Xxxxxxx Park Aktiengesellshaft 8,000,000 228,571
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Total 53,000,000 1,514,284
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