Exhibit 99.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") dated November 29, 2010 by
and between the shareholders of ASPA Gold Corp. 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 31,000,000 (Thirty One 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 885,714 (Eight hundred eighty five
thousand seven hundred fourteen) 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 29, 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.
3. NO BROKER FEE. Neither party has used a broker in this transaction, nor
does no person have 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.
4. 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 /s/
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XXXXXX X. XXXXXXXXX
ASPA HOLDERS:
BACKYARD STUFF, INC.
By /s/
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Duly Authorized
WIND POWER ENERGY INTERNATIONAL, LLC
By /s/
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Duly Authorized
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GOLDEN FUSION INVESTMENT LIMITED
By /s/
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Duly Authorized
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EXHIBIT "A"
RENS Shares NMGL Shares
Seller Exchanged Received
------ --------- --------
Backyard Stuff, Inc. 10,000,000 285,714
Wind Power Energy International, LLC 10,000,000 285,714
Golden Fusion Investment Limited 11,000,000 314,286
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Total 31,000,000 885,714
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