Exhibit 99.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") dated December 9, 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 24,400,000 (Twenty Four Million Four Hundred
Thousand) shares (the "RENS Shares") of restricted Common Stock, par value
US$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 542,222
(Five hundred and forty two thousand two hundred and twenty two) restricted
shares of common stock, par value US$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 December 10, 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, 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.
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 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SOLE OFFICER
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ASPA HOLDERS:
SEARCHLIGHT STRATEGIC RESOURCES, LLC
By /s/
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Duly Authorized
MIDDLE VERDE DEVELOPMENT CO., LLC
By /s/
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Duly Authorized
SEARCHLIGHT EXPLORATION, LLC
By /s/
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Duly Authorized
▇▇▇▇▇ ▇▇▇▇, S.A.
By /s/
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EXHIBIT "A"
RENS Shares NMGL Shares
Seller Exchanged Received
------ --------- --------
Searchlight Strategic Resources, LLC 6,000,000 133,333
Middle Verde Development Co., LLC 6,000,000 133,333
Searchlight Exploration, LLC 6,000,000 133,333
▇▇▇▇▇ ▇▇▇▇, S.A. 6,400,000 142,223
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TOTALS 24,400,000 542,222
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