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As long as a NO BID remains (indefinite), the ask can be .01! It will be irrelevant. The ONLY REAL shares trading are BUY orders for LATE BLOOMERS who still believe a 3400% dividend is possible.
The "cellar boxing" going on in this stock (and several others) is outrageous!
To believe the SEC, Congress, or any other regulatory body out there can save FFGO shareholders would be miraculous!
It took me over 120 days (during Q2, 2010 and Q3, 2010) to sell a small $1500.00 {15mm shares}. I still have $100 {1mm shares) in the portfolio that DID NOT SELL. A reminder to me daily-"if a deal LOOKS too good to be TRUE, IT probably is"!
I've continued to purchase PHYSICAL GOLD/SILVER with stable returns for the past several years.
The market (profit takers) can beat the price up all they want. At the end of the day, HARD ASSETS will be the REAL currency of the future. Look at China, India, Korea, South Africa to get confirmation.
Best of luck with FFGO.
KyBourbom
Even with the NO BID the last of my shares sold end of last week for .0001, however, that order was issued in November 2010 in conjunction with the Caveat Emptor issued by PinkSheets-And as I stated before, the trade was broken apart three times to sell only $1500 worth. $750 the first time, $600 the second time, and $150 the last time. My original SELL order was AON (ALL OR NONE). When I took that requirement away, a week later the first order went through-even will ALL the shares available for sale.
The last round-Scottrade took my 500000, but left my 87 hanging in limbo...I Cancelled that sell order, to avaoid paying another $7.45 for 8.5 cents worth of nothing.
The risk one takes playing ANY stock is loss of principal. That same risk is exacerbated when a penny like FFGO gets whipped around like a mule pulling a plow! Having market manipulation (over sold shorts) and company executives misbehaving is a guaranteed recipe for disaster.
Hopefully with a little luck-and skill- u can get out of some exposure to this worthless stock.
Good Luck.
KyBourbon
StockBull-Here is the update regarding todays 500,000 shares traded. I know, it was my trade. So was 1MM shares 3/2/11. My order was broke up again today!!!!!! In this trade I put 500,087 to include some straglers I accumulated along the way.. The 87 are STILL unsold-so I cancelled that order....NOT paying $7.45 to sell 8.5 cents worth of nothing!!!!!!!
I had to re-do another SELL order for 5MM shares....
I have stated numerous times here, from November 2010, every order I input to SELL has been modified, re-set, split-up, etc...etc.... IF and/or When my 5MM remaining shares sell, I'm going to keep the 87 to remind me what a waste of time and money this trip has been. Should the diviy EVER pay out, b4 I sell the other 5MM shares,......I may buy a round for those of us longs who will certainly need a drink by then!
Here is the re-post of 3/2/11 when I sold 1MM shares...
On 3/2/11 post # 172039 see details:
I finally traded 1MM @.0001 per share through my Scottrade account yesterday, after modifying the order several times from November 2010. In fact, they broke up my order, thankfully, because I did not specify all or none! I still have more shares waiting to trade, however, at least I can put that "stale" money back to work! Already executed 2 new trades today that are moving upward......
In the dividend waiting period I missed 3 trades that are plus 300%. I'm done with FFGO. And the fact NMGL has lost more than $1.00 per share value, should create even more concern for FFGO longs. As far as I'm concerned, the Buck a Share Club could be renamed to a Buck is Blue.....As in we will turn BLUE holding our breath before we ever receive a buck!
Loss of principal never makes me happy! Loss of opportunity, makes me cringe!
Loss of reality........Time for some couch time with my psychiatrist!!!!
Best of Luck to all.
KyBourbon
Mike-
I finally traded 1MM @.0001 per share through my Scottrade account yesterday, after modifying the order several times from November 2010. In fact, they broke up my order, thankfully, because I did not specify all or none! I still have more shares waiting to trade, however, at least I can put that "stale" money back to work! Already executed 2 new trades today that are moving upward......
In the dividend waiting period I missed 3 trades that are plus 300%. I'm done with FFGO. And the fact NMGL has lost more than $1.00 per share value, should create even more concern for FFGO longs. As far as I'm concerned, the Buck a Share Club could be renamed to a Buck is Blue.....As in we will turn BLUE holding our breath before we ever receive a buck!
Loss of principal never makes me happy! Loss of opportunity, makes me cringe!
Loss of reality........Time for some couch time with my psychiatrist!!!!
Best of Luck to all.
KyBourbon
Found the board through MWM. Mining plays are "On Fire!" One of my favorite Jv "Little Miners", is GPXM (Golden Phoenix Minerals).
Worth a look. Break out over .20 per share. Late October 2010, I predicted this to be between .20-.25 following shareholder meeting in November. Things are looking very nice. I'm continuing to buy and accumulate. Prices are dirt cheap even with profit takers bouncing it around! Could do a very similar AUY move, and/or MNEAF move. ALL above, GPXM,AUY,MNEAF, in my portfolio for years!!!! Do your own DD, but anyone on this board, should be "In the Money this year!"
Cheers to All!
KyBourbon
No problem Alan. NMGL, requires the same DD as any other investment.Even if some of the players are the same. To me, DD must include: management-experience, education, similar trips to the rodeo. This is equally important to all other issues.
In my experience, I've seen good companies with solid balance sheets, market share, growth potential and the like, vanish due to poor management!
It's one thing to see the "ice berg" in the ocean(Titanic). All together different thing to steer the ship clear of DANGER! That's where the Captain has to earn his pay.(Or shares of stock)
GLTA
Go NMGL
KyBourbon
Seven-The NMGL and/or RENS (ASPA Gold) 8-k, I read through referred to the $1MM as a perpetual Line of Credit. And, the suggestion of "un named" interested parties/investors (the cash could be from several sources) most likely related to Lowenthal, or someone affiliated with him.
Further, it suggested by the verbage and language used in the filing, that "some" funds had already been drawn upon and/or provided seperately. This could be an SEC/Financial reporting, or PR? Alot of what I disseminated was mostly "boiler plate" legalese anyhow.
In addition, as has previously occurred in other transactions, the "old" debt which was "retired", key executive(s) "deferred compensation" disolved, and controlling interest "shifted", MOST of these things were the result of "stock issuance and/or exchange". Not to mention the seperate "loan note" to Point North Investments- a company controlled by resigning CEO, Scott Pummill.
One should look further into "all" the DD, as well as the pedigree of the players at this table.
One article I read, suggested Mr. Lowenthal having been educated at both Oxford (in London), as well as, Wharton School of Business (US-Pa.). "Both" are considered "Platinum Tier" credentials in the business community.
Further, the $1MM is "unsecured". ZERO collateral. It's like issuing a corporate Visa or Master Card. There are restrictions, however, on how the monies can be used. Short of contract breach, the company must follow these guidelines.
Any guess who will be added to the NMGL portfolio next? After all, with money to spend...It is Christmas time!
KyBourbon
Or, one could say Peak Gold, is "UnReal! Meaning, there are many who believed, industry wide, hedge fund, speculator, industrial grade users, etc., that the "cost" to pull Au out of the ground would continue to rise, while the "value" of the ore pulled out either declined, or held steady. Forcing many to "abandon" their leases or forcing them to file BK.
Several under estimated the global events that have "equally" contributed to the increase in Au spot price...day after day...
Your right on the money, Texan! The economic data continues to make this once sleeping bear, a true "Bull in the china shop!" Literally.
Given the recent BLM filings, land lease renewals, SR/JV consolidations, as well as, references to "historical" ore deposits/grades, the geology of the locals (NV,AZ,NM,WY,Canada, Africa, Australlia,) and the like; ALL seem to suggest a shift in production style for the players already bringing the "yellow crude" out of the ground.
To be sure, GG-Gold Corp, has one of the lowest cost to produce of any SR player. Therefore, as JV's like FFGO, and others, prepare for potential take over and/or consolidation, with other global data keeping pressure on the spot price of Au, only time will tell.
To reiterate what I started out saying....
Gold Spot prices are "Un-Real"!!!!!!
With NMGL recent control over RENS-Aspa Gold, and given the 8-k data associated with same, this is only the begining!
Maybe the NMGL (fund) has other "targets" to accumulate in the portfolio, therefore solidifying the "guarantee" of preferred "a", & "b" shares to FFGO shareholders?
At this point, the price I have on the table in FFGO will be worth the wait to see what takes place in 2011!
Go FFGO!!!!
KyBourbon
I humbly appreciate the acknowledgement, B4.
Not an expert by any stretch of the imgagination.
Growing up my grandfather taught me a valuable lesson...gain knowledge and wisdom from those who know more than you..then share what you learn with others so the wisdom continues to grow and develop...
By sharing in the fruits of wisdom, others learn to feed themselves, and in turn feed others...
The more who share on ihub, the more wealth there is to spread around!
Glad to be here.
KyBourbon
Try pluggin the numbers using the Rule of 72!
The rule says that to find the number of years required to double your money at a given interest rate, you just divide the interest rate into 72. For example, if you want to know how long it will take to double your money at eight percent interest, divide 8 into 72 and get 9 years.
(We're assuming the interest is annually compounded, by the way.)
As you can see, the "rule" is remarkably accurate, as long as the interest rate is less than about twenty percent; at higher rates the error starts to become significant.
You can also run it backwards: if you want to double your money in six years, just divide 6 into 72 to find that it will require an interest rate of about 12 percent.
You get the point! With the levels of return available in many penny plays, compounding results happen in days, hours and sometimes...minutes!!!
Aaaaarrrrggghhh! GO FFGO!!!!!
KyBourbon
Don't you love it when a journalist takes priviledge in "claims" of truth? Oh well, there is always another day for a retraction-burried some where in section G-pg.7!
As far as I can tell, Sierra is taking a "delicate" foot print to mine the properties, empower the people, be responsible, and explore an environmental "gold mine", with the use of carbon credits...
Perhaps the next article written by the journalist will be one focusing on the road and bridge re-construction, that in my opinion, Sierra will assit in, once some dollars start flowing their way.
I find it hard to believe, these Non "Wall Street" types are looking to exploit anyone...
As an entrepreneur, I for one believe more company executives should take a similar approach to building a business..Lasting relationships create win-win opportunities for all involved.
It's nice to see a company take an approach I've not seen for a very long time!
KyBourbon
With the recent investment/acquisition activity from NMGL, perhaps there is "light at the end of the tunnel" for FFGO.
Like many others here, I too get frustrated with this whole process. I would be curious to know the restriction(s) and time frames regarding the payment of "A's & B's" to FFGO shareholders.
I went back over several pieces of data and literatue today, and even did an x-reference to Secretary of State-Wyoming to confirm a) Fortress is Active and compliant, b) Bouse Gold, and c) So Copperstone are as well.
State of Nevada, Secretary of State shows NMGL as Active and compliant.
AND NMGL just took over RENS-now known as ASPA Gold.
In any event, the lengthy 8-k for RENS shows restrictions on shares for 2-3 years at a time. And, going back over the math for FFGO shares that were "exchanged" for debt, compensation, services, or the like, I have to agree with the estimated 35 +/- Billion Shares not on short/float and referred to in company documents previously.
That would leave 50+/- Billion for accumulation to investors, not counting the "short" volume...
Maybe the sophistication of this transaction will finally bury some shorts. So long as it does not bury FFGO, I don't give a care!
The frustration of tying up "cash" and the inherent time value of money, or opportunity lost in other investments by not having access to the cash is what has me furious! However, in 2011, I hope the wait will be over!
After all, exchanging my 15MM shares for about $50k USD will make this whole wait worth every penny!
And if not, I have next year to consider the investment loss.
KyBourbon
Hours of DD at SGCP website today. Dude-I must agree. EVERYTHING, I read, saw (pictures), and absorbed, indicates profit, value, growth.
The "old school", hands on approach taken by the CEO, and significant others, together with the almost "antequated" dredging process, reminds me of the US GOLD RUSH DAYS!
As inexpensive as these shares are trading, and given the probable low cost of exploration, for both GOLD and DIAMONDS, in addition to providing immediate diversification via multi-billion dollar carbon credit industry exposure, make this play powerful from many avenues.
Gearing up for Q1-Q3 2011 should and could provide the momentum for this baby to trade in the under a dime per share range, in my opinion.
Similar trades have historically proven themselves to be good for 1700%-2600% returns. Patience will be the virtue here.
Aaaaaahhhh..Sit back, keep buying shares, pour another bourbon and coke, and enjoy! The beach front doesn't look half bad either! Anyone up for a shareholders meeting by the ocean?
Best of Luck to All!
KyBourbon
RYL-Employment Agreement (w/8k-12-1-10) ASPA GOLD
Posting to preserve as filed, in event 8-k/a is filed to ammend/or delete the wonderful compensation package for Mr. Ron.. Lengthy, but any DD worth it's weight in gold (pun intended) is worth preservation.
Worth a read for those technical (or OCD) DD folks like myself. Enjoy.
KyBourbon
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 26, 2010
Date of Report (Date of earliest event reported)
ASPA GOLD CORP.
(Formerly, Renaissance Bioenergy Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 000-53435
(State or other jurisdiction of incorporation) (Commission File No.)
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, California 92270
(Address of principal executive offices and Zip Code)
888-717-2221
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE-SHEET ARRANGEMENT OF A REGISTRANT
NORTH AMERICAN GOLD & MINERALS FUND UNSECURED LINE OF CREDIT
On November 29, 2010, the Company entered into a Line of Credit Loan Agreement (Unsecured) with North American Gold & Minerals Fund, pursuant to which the Company may borrow up to US$1,000,000 (One million dollars) on a revolving basis in order to pay trade payables, for working capital purposes and, with the lender's consent, for retirement of the Company's existing promissory notes. The term of the loan agreement is one year and it is non-interest bearing until maturity; thereafter the interest rate is 3% (Three percent) per annum. At its option, the Company may repay any loans under the facility by converting the loan to common stock of the Company at the same price per share as the Company may sell common stock in its first capital raise of at least US$5,000,000 (Five million dollars). The loan agreement contains customary representations and warranties, conditions, covenants and events of default.
AMENDMENT OF PROMISSORY NOTES
On November 30, 2010, Note holders holding US$112,271 (One hundred and twelve thousand two hundred and seventy one dollars) in the "Face Note" amount of the Company's convertible notes amended the notes. As a result of these amendments, these notes are no longer convertible into shares of the Company's Common Stock at a price of US$0.02 (Two cents) per share. Rather, the conversion price will be at the same price as the Company may sell Common Stock in its first capital raise of at least US$5,000,000 (Five million dollars) before maturity of the notes in May of 2011. In addition, the interest rate on the notes was reduced to 3% (Three percent) per annum from 10% (Ten percent) per annum, effective from the inception of the notes. One of the Note holders holding US$11,818 (Eleven thousand eight hundred and eighteen dollars) in principal amount of the notes who is not an affiliate of the Company was compensated for amending his note through the issuance of a total of 196,966 (One hundred and ninety six thousand nine hundred and sixty six) restricted shares of the Company's common stock.
CANCELLATION OF DEFERRED COMPENSATION
On November 30, 2010, Scott Pummill, David Arthun, Samuel Gulko and Jeffrey Wolin cancelled a total of US$277,371 (Two hundred and seventy seven thousand three hundred and seventy one dollars) of deferred compensation owed to them by the Company in their capacities as present or former directors or officers. As a result, the deferred compensation obligations of the Company were eliminated.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS
On November 26, 2010, the Board of Directors increased its size to 4 (Four) Members and elected Mr. Ronald Yadin Lowenthal, the Company's President and Chief Executive Officer, to the additional Board seat.
On November 28, 2010, we entered into a 2-year service agreement with Mr. Ronald Yadin Lowenthal, our President and Chief Executive Officer. As compensation under the agreement, we have agreed to issue 300,000 (Three hundred thousand) restricted shares of our common stock. Mr. Lowenthal has agreed that these 300,000 (Three hundred thousand) restricted shares of our Company's common stock will not be in any manner be assigned, pledged, sold, lent or in any way alienated for a period of 2 (Two) years commencing from the date of the agreement and terminating on November 25, 2012. As a signing bonus, we have agreed to issue 200,000 (Two hundred thousand) restricted shares of our common stock to Mr. Lowenthal. Mr. Lowenthal has agreed that these 200,000 (Two hundred thousand) restricted shares of our Company's common stock will not be in any manner be assigned, pledged, sold, lent or in any way alienated for a period of
3 (Three) years commencing from the date of the agreement and terminating on November 25, 2013.
ITEM 8.01 OTHER EVENTS
NAME CHANGE
On November 29, 2010, FINRA indicated that the processing of the name change to ASPA Gold Corp. from Renaissance BioEnergy Inc. had been completed and that the name change would be effective at the opening of business on December 1, 2010. The Company's OTC BB trading symbol ("RENS") will remain unchanged.
PURCHASE OF SHARES BY NORTH AMERICAN GOLD & MINERALS FUND
The Company has been advised that North American Gold & Minerals Fund has acquired from certain of the Company's shareholders a total of 84,000,000 (Eighty Four Million) shares of the Company's Common Stock, par value US$0.00001 per share, in two purchases made on November 26, 2010 and November 29, 2010. Our shares of outstanding Common Stock amounted to 342,948,988 (Three hundred and forty two million nine hundred and forty eight thousand nine hundred and eighty eight) as at November 30, 2010. This constituted 24.49% of the Company's enlarged issued and outstanding Common Stock as of November 30, 2010. In connection with its purchase of these Shares, North American Gold & Minerals Fund entered into two Shareholder Agreements pursuant to which it agreed to certain restrictions on its shares. Specifically, North American Gold & Minerals Fund agreed that, during the period from the date hereof until November 24, 2012
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(the "Restricted Period"), it would not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of the 84,000,000 (Eighty four million) restricted shares of our Common Stock. For a period of 2 (Two) years following the end of the Restricted Period, it would not sell, alienate, pledge, assign, transfer, convey or in any way encumber more than 2,000,000 (Two million) shares of the restricted shares of our Common Stock during any consecutive period of 90 (Ninety) days.
LEASE OF OATMAN PATENTED GOLD MINING CLAIMS
On November 30, 2010, we entered into a mineral and mining lease of 7 (Seven) patented mining claims included in the Oatman Gold Project (the "Oatman Lease") with The McIntyre / Bauman New Jersey Trust dated December 15, 2001, pursuant to which the Company agreed to lease these mineral rights in exchange for 34,100,000 (Thirty Four Million One Hundred Thousand) shares of our restricted common stock valued at the par value of US$0.00001 per share, as well as a net smelter returns royalty based on a sliding scale ranging from 1% (One percent) at a gold spot price of under US$600 (Six hundred dollars) per ounce to 4% (Four percent) at a gold price over US$1,200 (One thousand two hundred dollars) but less than US$1,500 (One thousand five hundred dollars) per ounce to 8% (Eight percent) at a gold price over US$2,400 (Two thousand four hundred dollars) per ounce and a 5% (Five percent) net profit interest. There is a minimum royalty of US$200,000 (Two hundred thousand) per year payable annually in arrears. The Oatman Lease is for a term of 3 (Three) years, and the Company may renew the Oatman Lease for up to 3 (Three) renewal terms of 3 (Three) years each. The leased patented mining claims include the historic "Lexington" and "Big Johnnie" Gold Mines.
OATMAN GOLD PROJECT PROPERTY DESCRIPTION
The Oatman Gold Project (the "Project") is comprised of approximately 3,600 acres of mining claims in one of Arizona's leading gold producing districts. The Oatman Gold District is located in the southern portion of the Black Mountains about 30 miles southwest of Kingman, Mohave County, Arizona, approximately 100 miles southeast of Las Vegas, Nevada. Access is via US Highway 66, which passes through the central part of the district. The Oatman Gold project has been assembled over the past 10 years through strategic land acquisition. By acquiring an interest in these gold mining claims, ASPA Gold Corp is positioning itself to systematically and economically explore the Oatman Mining District, which is historically famous for bonanza type epithermal precious metal deposits.
Since the original discovery of gold was made in 1863, the Oatman Gold Mining District, Mohave County, Arizona, has produced approximately 2.2 million ounces of gold and approximately .08 million ounces of silver from approximately 3.8 million tons of ore.
The Oatman Gold Project includes the "Argo", "King Midas" and "Lexington" Gold Mines.
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(1) The "Argo Gold Mine" is located on the Tom Reed gold vein. The first work done on the Tom Reed vein was in 1901 when the Gold Road Company sank the Tom Reed and Ben Harrison shafts to a depth of 100 feet. The property was bonded in 1904 and a 20-stamp mill was constructed and some developing and stoping was performed. The Tom Reed Gold Mines Company purchased the company in 1906 and started producing in 1908. Total yield from the Tom Reed property from 1908 through 1931 was approximately $13million (this was at a $20 per ounce gold price). Also located on the Tom Reed gold vein was the Black Eagle ore body, which was developed to the 1,100 foot level. On the 900 foot level the Black Eagle ore body was over 400 feet long and an average of 7 feet wide. Much of the ore was high grade, with visible free gold. The United Eastern Mine exploited a northwestern portion of the Tom Reed vein. On the 465 foot level a cross-cut went through 25 feet of ore with a grade of over one ounce gold per ton. The total yield of the United Eastern Mine from 1917 to 1926 amounted to approximately $14.8 million (again at a $20 per ounce gold price).
(2) The "King Midas Gold Mine" is located on the next parallel vein south of the Tom Reed vein. The workings consist of a 310 foot shaft and several surface cuts on the footwall of an outcrop of a weathered, northwest-southeast striking rhyolitic dike. Laterals are reported at the 100 foot, 200 foot and 200 foot levels, with several hundred feet of lateral drifting from the shaft. There is a second 300 foot shaft northwest of the first shaft, with levels at 60 feet, 100 feet, 200 feet and 300 feet. During the 1980's, Fischer-Watt Gold conducted a major drilling campaign in the Oatman area and a portion of ASPA Gold's central claim block is located within their drilled ground. A gold resource was reportedly defined and brought into limited production at the "King Midas Gold Mine" by Fischer-Watt Gold, but the mine was apparently closed before it was brought into full production.
(3) The "Lexington Gold Mine" is a gold deposit, located on private property south of the "King Midas Gold Mine", and includes approximately 90 acres of patented mineral rights with almost a mile of exposure of a gold vein system comprised of three known ore bearing veins. Several of ASPA Gold's unpatented mining claims are located to cover probable southeast extensions of the mineralized vein structures exploited at the "Lexington Gold Mine" Group. Numerous productive northwest-southeast veins, namely the Guilt Edge, Mitchell Golconda, Leland-Boundary Cone, Gold Key, Boer, Arizona Tom Reed-Gold Dust, Orion and possibly the Bell and Oatman Queen - Tom Reed Jr. Veins appear to converge at or near the Lexington Group of claims. This area of convergence, combined with its location between the large producing Gold Road and Tom Reed Mines and central to the district as a whole, is believed to have a high potential for the discovery of rich ore.
The ASPA Gold Corp. Gold Mining claims also cover several other gold mines that are located adjacent to these three principal gold mines, including the "Big Johnnie Gold Mine", "Lucky Boy Gold Mine", "Pictured Rock Gold Mine" and the "Tom Reed Junior Gold Mine".
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An even larger land package is covered by ASPA Gold's claims in the Southern part of the Oatman Gold Mining District. Of primary interest is the "Oatman Southern Gold Mine", which has potential as a possible large low-grade detachment fault gold deposit. The southern claim block also includes the 12 additional gold mines which, upon sampling, may prove to be attractive exploration targets: "Adams", "Cone", "Esperanza", "Green Quartz", "Lazy Boy"," Oatman Syndicate", "Paragon", "Peerless", "S. Arataba", "United Oatman", "United Range", and "Wrigley" Gold Mines.
Oatman is one of Arizona's best known gold mining districts, and it was in continuous production from the early 1900's up until 1942, when President Roosevelt closed the gold mines during World War II as nonessential to the war effort. In addition to the Oatman Gold Project, there are other properties in the Oatman Mining District that have seen substantial gold exploration and development activity. All of this activity and reported proven reserves or others in the Oatman Mining District present the opportunity to fill up a mill, if a mill is built on the Lexington private land. Alternatively, the Project could look to share a mill owned by one of the other companies that are active in Oatman.
OATMAN GEOLOGY SUMMARY:
EPITHERMAL GOLD / SILVER DEPOSIT. Oatman is an epithermal gold - silver deposit. Past production has been from high grade ore shoots in quartz veins hosted by Tertiary volcanics. A majority of the economic gold mineralization has so far been found in both the Oatman Andesite (Tom Reed and United Eastern deposits) and the Gold Road Latite (Gold Road). The Big Jim deposit was located at the contact between these two rock units. Other volcanic units have also hosted ore, including the Alcyone Trachyte and the Esperanza Trachyte. The Project includes all of these rock types.
DETACHMENT FAULT RELATED MINERALIZATION. One of the current theories as to origin of the gold mineralization is that the deposits resulted from Tertiary extensional tectonics. Specifically, this theory posits a regional north / south striking and east dipping detachment fault that dismembered a Tertiary intrusive system. This left the deep roots of the structure exposed in Nevada and California and the top, gold-bearing, part of the system exposed to the east in the Black Mountains of Arizona. The Colorado River has been localized within the half-graben between these tilted crustal sections. Steam and hot water generated during the extensional events is assumed to have migrated up the detachment fault and then into high angle faults in the upper plate, where the gold and silver were deposited in the quartz veins that formed in these fissures.
MULTIPLE STAGES OF QUARTZ DEPOSITION. The quartz veins have, in many instances, been subjected to multiple episodes of gold deposition. Historically, the
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highest grade gold ore has been identified as being from quartz of the fourth or fifth stages of deposition. This type of quartz is found at the Project's Lexington and Green Quartz mines.
DEEP-SEATED ORE SHOOTS IN EASTERN PART OF DISTRICT; SHALLOW IN WEST. Another important factor is that gold ore has extended to depths of 1,000 feet or greater in the eastern part of the district (roughly speaking, the area east of US Highway 66). However, mines in the western part of the district have generally played out by 300 feet. The leading theory is that there have been past instances of uplift and erosion that have affected the western part of the district more than the eastern. All of the mines included in the Project are in the more productive eastern part of the district.
GOLD ASSOCIATED WITH RHYOLITE PLUGS AND DIKES. The Company believes that the co-location of most of the previously mined gold mineralization with rhyolite plugs and dikes is no accident. The United Eastern and Tom Reed deposits are located within 1/4 mile of a rhyolite dike and within 1/2 mile of the Elephant's Tooth, a rhyolite plug. A faulted dike radiating from the Elephant's Tooth passes near the Big Jim Mine and terminates at the Company's Argo Mine. A similar, but much larger, rhyolite intrusive (Boundary Cone) is located in the southern part of the district. A parallel rhyolite dike contacts Precambrian granite and a breccia unit in the vicinity of the Oatman Southern Mine.
POSSIBLE COPPERSTONE-TYPE DEPOSIT AT OATMAN SOUTHERN. The Oatman Southern mineralized area is from 40 to 100 feet wide, and is comprised of crushed and brecciated quartz and andesite with veinlets of rhyolite with some calcite. The best gold and silver values are in the brecciated quartz. Coincident surface copper oxide mineralization completes the picture of a typical upper plate detachment fault gold / copper deposit similar to American Bonanza's Copperstone Gold Mine. This is of considerable economic interest, as it may mean that the Oatman Southern gold deposit could be mined by the less expensive open pit method rather than as an underground mine.
VEIN INTERSECTIONS AS POSSIBLE DRILL TARGETS. In many other gold mining districts, ore shoots are frequently localized at vein intersections. Four separate veins unite on the western portion of the Project's Lexington property and, further to the east the King Midas vein also unites with the Lexington vein at the Project's Big Johnnie Mine.
REGIONAL GEOLOGY
The Oatman District lies on the western flank of the Black Mountains, a fault bounded Tertiary volcanic sequence composed of trachyte, andesite, rhyolite and basalt, situated at the end of the Basin and Range Provence. These flow, tuffs and agglomerates accumulated to a total thickness ranging from 4000 to 5000 feet. Evidence strongly suggests the volcanic center is in the Oatman area.
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The lowermost rocks of the volcanic sequence, which overlay Precambrian granites and metamorphics, have been divided into three parts consisting of the Alcyone trachyte, the Oatman andesite and the Gold Road latite. These three units are probably differentiates of the same magma source since they are chemically and mineralogically very similar. They have been described separately to facilitate geologic mapping because they, particularly the Oatman andesite and the Gold Road latite, are the most important ore hosts in the district. The designation of the Oatman and Gold Road units as andesite and latite are miners' terms and may not reflect the true petrology of the rocks. Both units are made up of several andesitic and latitic subunits, with the Oatman andesite being predominately green and the Gold Road latite being mostly red-brown to gray.
Continued Tertiary volcanic activity in the region produced rhyolitic and other latitic lavas and tuffs including the Sitgraves tuff which overlies the Gold Road latite. It is believed that the gold mineralization occurred subsequent to these eruptions and was followed by an eruptive capping of basalt, which probably originated some miles east of the Oatman District.
Generally north-south trending faults have elevated the area after cessation of volcanic activity. This faulting has also caused a generally easterly dip to the volcanic units. The general strike of the major faults of the district is northwest-southeast and it is these structures that contain the productive veins in the district. These faults have normal offsets of varying displacement. The Tom Reed and the Gold Road structures have up to 500 feet of vertical displacement in the mined areas. The dip direction varies, with the Tom Reed structure and those to the east of it having a northeasterly dip, while those in the western and southern parts of the district predominantly dip to the southwest.
LOCAL GEOLOGY
Within the central portion of the past productive part of the district the principal geologic feature is a thick sequence of the Oatman Formation conformably overlain by the Gold Road Formation. These rocks are cut by a series of northwest trending, north dipping faults. These faults radiate from a central point near the center of a circular feature that has been identified from high altitude aerial photographs. This five mile diameter feature is identified on the ground as a series of concentric fractures and joints with little or no displacement, and inwardly dipping faults and dikes. These may be reflective of concentric fractures developed during the ascent or decent of a magma within a near surface magma chamber.
The northwest-southeast radial faults locally show significant dip slip displacement, roughly estimated at 300 to 600 feet along portions of the principal faults. These radial faults acted as zones of weakness into which the rhyolite dikes and plugs were intruded and also form the structural host for most of the large past productive ore shoots.
As the major radial faults are traced from the central radiating point to the southeast, maximum displacement is found near the town of Oatman. To the
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southeast beyond the photo-mapped concentric fracture the faults split into many faults of small displacement. Approximately two miles beyond the concentric fractures the major radial fractures appear to die out. The largest and highest grade ore shoots at Oatman occur along the radial fractures, principally the Tom Reed and Gold Road faults, and most ore has been produced from within a one-mile radius from the town of Oatman and within the general area where the radial faults intersect the faults and joints of the concentric feature.
Post mineral fault movement has also occurred along the radial fractures with displacements of up to 400 feet along the south dipping Mallery fault and the north dipping Oatman fault. This post mineral movement has locally brecciated otherwise coherent veins, providing avenues for secondary enrichment in instances of minor movement; but, in the case of both the Mallory and Oatman faults, it displaced productive ore shoots over 400 feet.
ALTERATION
Vein associated alteration is a broadly distributed propylitic alteration which envelops a more restricted ore shoot related to illitic alteration. Immediately above the ore, at 50 to 100 feet, massive silicification may occur. The majority of past productive shoots show no outcropping ore or vein material. Their only surface expression is subtly altered volcanics which give no distinctive geochemical anomaly.
Propylitically altered rocks contain chlorite and pyrite as irregular blebs and veinlets in the groundmass of the rocks, and as chlorite and pyrite replacements on crystal edges and crystal twin planes and cleanages. Pyroxenes are altered to chlorite. Pale green chlorite floods potassium feldspars and brownish-green chlorite replaces pyroxenes, plagioclase and the groundmass. Epidote is uncommon, but when encountered is as coatings on joints and as crystalline druses in vesicles.
Illictically altered rocks contain large amounts of illite with small amounts of montmorillonite. Illite replaces feldspar phenocrysts as a mosaic of minute crystals and replaces the rock groundmass as a flooding of the rock along crystal boundaries. Microveinlets of illite are common. Clays and illite are usually present replacing feldspars. In weakly illitized rock, illite crystals form on the rims of phenocrysts and fill microveinlets only.
Silicification is characterized by the introduction of quartz. Silicified vein outcrops stand in bold relief above the surrounding rocks. Quartz is found along micro and macro fractures and often replaces phenocrysts and groundmass as a mosaic of interlocking subhedral crystals. The rock color is reddened or browned. Pyroxenes appear less silicified than the feldspars. Minute pyrite cubes are common in the groundmass.
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ORE AND ORE CONTROLS
The gold and silver ores found in Oatman are epithermal deposits which are defined as products of volcanism-related hydrothermal activity at shallow depths and low temperatures. Deposition normally takes place within about 1 km of the surface and in the temperature range of 50 to 200oC. Most deposits are in the form of siliceous vein fillings, irregular branching fissures, stockworks, breccia pipes, vesicle fillings and disseminations. . Replacement textures are recognized in many of the ore, but open space fillings are common and in most deposits are the dominant form of emplacement. Drusy cavities, comb structures, crustifications, and symmetrical banding are generally conspicuous.
The ore bodies at Oatman consist of quartz, calcite, adularia, chlorite and electrum fissure fillings, with ore occurring in discreet ore shoots within otherwise barren to very sub-ore grade quartz veins. Most veins show evidence of penecontemporaneous and post-ore fault movement, as well as the pre-ore faulting that created the original fissure. No vein is mineralized equally throughout its strike or dip length. In some segments of any vein, zones of gouge and breccia separate other zones of quartz and calcite vein fillings. Some veins, such as the upper levels of the Gold Road, are simple tabular bodies with sharp wall rock contacts; however, most veins and most ore bodies are stringer zones of quartz and calcite veins cutting through blocks and horses of silicified latite.
The ore is comprised, in generally decreasing order of abundance, of quartz, calcite, adularia and chlorite. Gold occurs as microscopic grains of electrum; visible gold is very rare. The electrum contains variable amounts of silver, but secondarily enriched gold contains less than 10% silver. Gold tenor increases with an increase in adularia in the vein and also with an increase in vein chlorite. Sulfides are notable for their absence. Pyrite is present in altered wall rocks but is exceedingly scarce in the veins.
The quartz is reported to have been introduced in five stages, each apparently separated by a period of fracturing that allowed the subsequent quartz stage to enter and precipitate in the veins.
Recent detailed studies recognized three major ore controls at Oatman:
structural, stratigraphic and aerial. These controls to ore deposition are summarized below:
1. Structure: Ore is commonly localized on the northwest flanks of concave east bends;
2. Stratigraphy: Ore is wider and higher grade if hosted by the Oatman latite;
3. Elevation/location: The ore interval is thicker and is higher in elevation if near or slightly northeast of the town of Oatman.
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Simultaneously with the closing under the Oatman Gold Project Acquisition Agreement, we issued an aggregate of 34,100,000 (Thirty Four Million One Hundred Thousand) restricted shares of common stock of the Company. The securities were issued to 1 (One) U.S. persons, as that term is defined in Regulation S of the Securities Act of 1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.
On November 26, 2010, we instructed our transfer agent to issue 500,000 (Five hundred thousand) shares of restricted common stock, par value US$0.00001 per share, to Mr. Lowenthal pursuant to his Employment and Service Agreement with the Company.
Simultaneously with the amendment of our promissory notes, we issued an aggregate of 689,382 (Six Hundred and eighty nine thousand three hundred and eighty two) restricted shares of common stock of the Company. The securities were issued to 2 (Two) U.S. persons, as that term is defined in Regulation S of the Securities Act of 1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.
ITEM 9.01 EXHIBITS
10.1 Employment and Service Agreement dated November 26, 2010 between ASPA
Gold. Corp. and Ronald Yadin Lowenthal.
10.2 Line of Credit Loan Agreement (Unsecured) dated November 29, 2010
between North American Gold & Minerals Fund and ASPA Gold Corp.
10.3 Renaissance BioEnergy Inc. Promissory Note dated May 25, 2010 for
US$88,635 principal amount payable to Point North Investments, LLC
10.4 Renaissance BioEnergy Inc. Promissory Note dated May 25, 2010 for
US$11,818 principal amount payable to Samuel Gulko
10.5 Renaissance BioEnergy Inc. Promissory Note dated May 26, 2010 for
US$11,818 principal amount payable to James F. Franco
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10.6 ASPA Gold Corp. Amendment of Promissory Note of Point North
Investments, LLC dated November 30, 2010
10.7 ASPA Gold Corp. Amendment of Promissory Note of Samuel Gulko dated
November 30, 2010
10.8 ASPA Gold Corp. Amendment of Promissory Note of James F. Franco dated
November 30, 2010
10.9 ASPA Gold Corp. Cancellation of Accrued Compensation of David Arthun
dated November 30, 2010
10.10 ASPA Gold Corp. Cancellation of Accrued Compensation of Samuel Gulko
dated November 30, 2010
10.11 ASPA Gold Corp. Cancellation of Accrued Compensation of Scott Pummill
dated November 30, 2010
10.12 ASPA Gold Corp. Cancellation of Accrued Compensation of Jeff Wolin
dated November 30, 2010
10.13 ASPA Gold Corp. Shareholder Agreement dated November 24, 2010 executed
by North American Gold & Minerals Fund
10.14 ASPA Gold Corp. Shareholder Agreement dated November 29, 2010 executed
by North American Gold & Minerals Fund
99.1 Oatman Mineral and Mining Lease dated November 30, 2010 between ASPA
GOLD CORP., f/k/a Renaissance BioEnergy Inc. and The McIntyre / Bauman
New Jersey Trust dated December 15, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated this 1st day of December, 2010.
ASPA GOLD CORP.,
f/k/a RENAISSANCE BIOENERGY INC.
BY: /s/ Ronald Yadin Lowenthal
--------------------------------------
Name: RONALD YADIN LOWENTHAL
Title: PRESIDENT & CEO
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Exhibit 10.1
EMPLOYMENT AND SERVICE AGREEMENT
This employment agreement (this "Agreement"), dated as of November 29, 2010 (the "Effective Date"), is made by and between ASAPA Gold Corp. fka Renaissance BioEnergy, Inc., a Nevada corporation (the "Corporation"), and Ronald Yadin Lowenthal (the "Executive") (each, a "Party" and together, the "Parties").
WHEREAS, the Executive is employed as President and Chief Executive Officer of the Corporation; and
WHEREAS, the Parties wish to establish the terms of the Executive's employment by the Corporation;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. POSITION/DUTIES:-
(a) During the Employment Term (as defined in Section 2 below), the Executive shall serve as President and as the Chief Executive Officer of the Corporation. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other reasonable duties and responsibilities as the Board of Directors of the Corporation (the "Board") shall designate. The Executive shall report directly to the Board of Directors of the Corporation. The Executive shall obey the lawful directions of the Board and shall use his diligent efforts to promote the interests of the Corporation and to maintain and promote the reputation thereof.
(b) During the Employment Term, the Executive shall use his best efforts to perform his duties under this Agreement and shall as much of his time energy and skill in the performance of his duties with the Corporation.
2. EMPLOYMENT TERM:-
Except for earlier termination as provided in Section 6, the Executive's employment under this Agreement shall be for a TWO-YEAR TERM commencing on the Effective Date and ending on November 25, 2012 (the "Employment Term").
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3. BASE SALARY:-
The Corporation agrees to pay to the Executive a base salary at an annual rate of not less than US$50,000 (Fifty thousand dollars), payable in accordance with the regular payroll practices of the Corporation. The Executive's Base Salary shall be subject to annual review by the Board (or a committee thereof). The base salary as determined herein from time to time shall constitute "Base Salary" for purposes of this Agreement. It is recorded that the Executive shall receive the full settlement of his first 2 (two) years' base salary through the issue by the Corporation to the Executive of an amount of 300,000 (Three hundred thousand) restricted shares of the Corporation's shares of Common Stock; issued to the Executive at Par Value.
These shares of the Corporation's Common Stock shall not be available to be assigned, pledged, sold, lent or in any way alienated for a period of 2 (two) years commencing from the date this Agreement. These shares are restricted under Regulation 144 and shall be held "on book" by the Transfer Agent to the Corporation; for an on behalf of the Executive. The Executive shall not be permitted to request these shares of the Corporation's Common Stock, in certificated form, until the expiration of the 2 (two) years from the date of their issue to the Executive.
4. BONUS:-
With respect to each full fiscal year during the Employment Term, the Executive shall be eligible to earn an annual bonus (the "Annual Bonus") in such amount, if any, as determined in the sole discretion of the Board of up to 100% (One hundred percent) of the Executive's Base Salary. In addition, the Executive shall be eligible to participate in the Corporation's bonus and other incentive compensation plans and programs (if any) for the Corporation's senior executives at a level commensurate with his position and may be entitled to bonus payments in addition to the amount set forth hereinabove.
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5. EMPLOYEE BENEFITS:-
(a) BENEFIT PLANS.
The Executive shall be eligible to participate in any employee benefit plan of the Corporation, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Corporation has adopted or may adopt, maintain or contribute to for the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Corporation may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.
(b) VACATION:-
The Executive shall be entitled to an annual paid vacation in accordance with the Corporation's policy applicable to senior executives from time to time in effect, but in no event less than two weeks per calendar year (as prorated for partial years), which vacation may be taken at such times as the Executive elects with due regard to the needs of the Corporation. The carry-over of vacation days shall be in accordance with the Corporation's policy applicable to senior executives from time to time in effect.
(c) BUSINESS AND ENTERTAINMENT EXPENSES:-
Upon presentation of appropriate documentation, the Executive shall be reimbursed for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder, all in accordance with the Corporation's expense reimbursement policy applicable to senior executives from time to time in effect.
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(d) SIGNING BONUS:-
Upon execution of this Agreement, the Executive shall be awarded a "Signing" bonus to be settled through the issuance of 200,000 (Two hundred thousand) restricted shares of the Corporation's Common Stock and at Par Value.
These shares of the Corporation's Common Stock shall not be available to be assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date this Agreement. These shares are restricted under Regulation 144 and shall be held "on book" by the Transfer Agent to the Corporation; for an on behalf of the Executive. The Executive shall not be permitted to request these shares of the Corporation's Common Stock, in certificated form, until the expiration of the 3 (three) years from the date of their issue to the Executive.
(e) LIABILITY INSURANCE
The Corporation undertakes to procure suitable and necessary Director's Liability Insurance for the Executive. The costs of this Insurance are to be borne by the Corporation.
6. TERMINATION:-
The Executive's employment and the Employment Term shall terminate on the first of the following to occur:
(a) DISABILITY:-
On the thirtieth (30th) day following written notice by the Corporation to the Executive of termination due to Disability. For purposes of this Agreement, "Disability" shall mean a determination by the Corporation in accordance with applicable law that due to a physical or mental injury, infirmity or incapacity, the Executive is unable to perform the essential functions of his job with or without accommodation for 180 days (whether or not consecutive) during any 12-month period.
(b) DEATH:-
Automatically upon the date of death of the Executive.
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(c) CAUSE:-
Immediately upon written notice by the Corporation to the Executive of a termination for Cause. "Cause" shall mean, as determined by the Board (or its designee) (1) conduct by the Executive in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3) the willful and continued failure of the Executive to perform the Executive's duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental illness); (4) the commission by the Executive of any felony (or the equivalent under the law of the People's Republic of China) (other than traffic-related offenses) or any crime involving moral turpitude;
(5) violation of any material policy of the Corporation or any material provision of the Corporation's code of conduct, employee handbook or similar documents; or (6) any material breach by the Executive of any provision of this Agreement or any other written agreement entered into by the Executive with the Corporation.
(d) WITHOUT CAUSE:
On the thirtieth (30th) day following written notice by the Corporation to the Executive of an involuntary termination without Cause, other than for death or Disability.
(e) GOOD REASON.
On the sixtieth (60th) day following written notice by the Executive to the Corporation of a termination for Good Reason. "Good Reason" shall mean, without the express written consent of the Executive, the occurrence of any the following events unless such events are cured (if curable) by the Corporation within fifteen days following receipt of written notification by the Executive to the Corporation that he intends to terminate his employment hereunder for one of the reasons set forth below: any material reduction or diminution (except temporarily during any period of incapacity due to physical or mental illness) in the Executive's title, authorities, duties or responsibilities or reporting requirements with the Corporation.
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7. CONSEQUENCES OF TERMINATION:-
(a) DISABILITY:-
Upon termination of the Employment Term because of the Executive's Disability, the Corporation shall pay or provide to the Executive (1) any unpaid Base Salary and any accrued vacation through the date of termination; (2) any unpaid Annual Bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (3) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (4) all other payments or benefits to which the Executive may be entitled under the terms of any applicable employee benefit plan, program or arrangement (collectively, "Accrued Benefits").
(b) DEATH:-
Upon the termination of the Employment Term because of the Executive's death, the Executive's estate shall be entitled to any Accrued Benefits.
(c) TERMINATION FOR CAUSE:-
Upon the termination of the Employment Term by the Corporation for Cause or by either party in connection with a failure to renew this Agreement, the Corporation shall pay to the Executive any Accrued Benefits.
(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON:-
Upon the termination of the Employment Term by the Corporation without Cause or by the Executive with Good Reason, the Corporation shall pay or provide to the Executive (1) the Accrued Benefits, and (2) subject to the Executive's execution (and non-revocation) of a general release of claims against the Corporation and its affiliates in a form reasonably requested by the Corporation, (A) continued payment of his Base Salary for 6 (six) months after termination, payable in accordance with the regular payroll practices of the Corporation, but off the payroll; and (B) payment of the Executive's cost of continued medical coverage for (6) six months after termination (subject to the Executive's co-payment of the costs in the same proportion as such costs were shared immediately prior to the date of termination). Payments provided under this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Corporation.
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8. NO ASSIGNMENT:-.
This Agreement is personal to each of the Parties. Except as provided below, no Party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other Party hereto; provided, however, that the Corporation may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation.
9. NOTICES:-
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (1) on the date of delivery if delivered by hand, (2) on the date of transmission, if delivered by confirmed facsimile, (3) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (4) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
MR. R Y LOWENTHAL
Renasa House
170 Oxford Road
Melrose, Gauteng
2126
REPUBLIC OF SOUTH AFRICA
If to the Corporation:
ASPA GOLD CORP.
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, California 92270
or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
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10. PROTECTION OF THE CORPORATION'S BUSINESS:-
(a) CONFIDENTIALITY:-
The Executive acknowledges that during the course of his employment by the Corporation (prior to and during the Employment Term) he has and will occupy a position of trust and confidence. The Executive shall hold in a fiduciary capacity for the benefit of the Corporation and shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Corporation, except (i) as in good faith deemed necessary by the Executive to perform his duties hereunder, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Corporation or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt written notice to the Corporation of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Corporation to obtain a protective order or similar treatment, (iv) as to such Confidential Information that shall have become public or known in the Corporation's industry other than by the Executive's unauthorized disclosure, or (v) to the Executive's spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive's tax, financial and other personal planning (each an "Exempt Person"), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 10(a) by the Executive. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information. "Confidential Information" shall mean information about the Corporation, its subsidiaries and affiliates, and their respective clients and customers that is not disclosed by the Corporation and that was learned by the Executive in the course of his employment by the Corporation, including, but not limited to, any proprietary knowledge, trade secrets, data and databases, formulae, sales, financial, marketing, training and technical information, client, customer, supplier and vendor lists, competitive strategies, computer programs and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information.
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(b) NON-COMPETITION:-
During the Employment Term and for the one-year period following the termination of the Executive's employment for any reason (the "Restricted Period"), the Executive shall not, directly or indirectly, without the prior written consent of the Corporation, provide employment (including self-employment), directorship, consultative or other services to any business, individual, partner, firm, corporation, or other entity that directly competes with any business conducted by the Corporation or any of its subsidiaries or affiliates on the date of the Executive's termination of employment or within one year of the Executive's termination of employment in the geographic locations where the Corporation and its subsidiaries or affiliates engage or propose to engage in such business (the "Business"). Nothing herein shall prevent the Executive from having a passive ownership interest of not more than 9% (Nine percent) of the outstanding securities of any entity engaged in the Business whose securities are traded on a United States of America - National Securities Exchanges. The Corporation acknowledges that the Executive serves as the President and Chief Executive Officer of North American Gold & Minerals Fund.
(c) NON-SOLICITATION OF EMPLOYEES:-
The Executive recognizes that he possesses and will possess confidential information about other employees of the Corporation and its subsidiaries and affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customers of the Corporation and its subsidiaries and affiliates. The Executive recognizes that the information he possesses and will possess about these other employees is not generally known, is of substantial value to the Corporation and its subsidiaries and affiliates in developing their business and in securing and retaining customers, and has been and will be acquired by him because of his business position with the Corporation. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, (i) solicit or recruit any employee of the Corporation or any of its subsidiaries or affiliates (a "Current Employee") or any person who was an employee of the Corporation or any of its subsidiaries or affiliates during the twelve (12) month period immediately prior to the date the Executive's employment terminates (a "Former Employee") for the purpose of being employed by him or any other entity, or (ii) hire any Current Employee or Former Employee.
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(d) NON-SOLICITATION OF CUSTOMERS:-
The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a customer or client of the Corporation or its subsidiaries, who was a customer or client of the Corporation or its subsidiaries at any time during the 12 (twelve) month period immediately prior to the date the Executive's employment terminates or who is a direct customer or client that has been identified and targeted by the Corporation or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Corporation or its subsidiaries, or (ii) any supplier or vendor to the Corporation or any subsidiary to terminate, reduce or alter negatively its relationship with the Corporation or any subsidiary or in any manner interfere with any agreement or contract between the Corporation or any subsidiary and such supplier or vendor.
(e) PROPERTY:-
The Executive acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession during his employment by the Corporation or its subsidiaries are the sole property of the Corporation and its subsidiaries ("Corporation Property"). During the Employment Term, and at all times thereafter, the Executive shall not remove, or cause to be removed, from the premises of the Corporation or its subsidiaries, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Corporation or its subsidiaries, except in furtherance of his duties under this Agreement. When the Executive's employment with the Corporation terminates, or upon request of the Corporation at any time, the Executive shall promptly deliver to the Corporation all copies of Corporation Property in his possession or control.
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(f) NON-DISPARAGEMENT:-
Executive shall not, and shall not induce others to, Disparage the Corporation or its subsidiaries or affiliates or their past and present officers, directors, employees or products. "Disparage" shall mean making comments or statements to the press, the Corporation's or its subsidiaries' or affiliates' employees or any individual or entity with whom the Corporation or its subsidiaries or affiliates has a business relationship which would adversely affect in any manner (1) the business of the Corporation or its subsidiaries or affiliates (including any products or business plans or prospects), or (2) the business reputation of the Corporation or its subsidiaries or affiliates, or any of their products, or their past or present officers, directors or employees.
(g) COOPERATION:-
Subject to the Executive's other reasonable business commitments, following the Employment Term, the Executive shall be available to cooperate with the Corporation and its outside counsel and provide information with regard to any past, present, or future legal matters which relate to or arise out of the business the Executive conducted on behalf of the Corporation and its subsidiaries and affiliates, and, upon presentation of appropriate documentation, the Corporation shall compensate the Executive for any out-of-pocket expenses reasonably incurred by the Executive in connection therewith.
(h) EQUITABLE RELIEF AND OTHER REMEDIES:-
The Executive acknowledges and agrees that the Corporation's remedies at law for a breach or threatened breach of any of the provisions of this Section 10 would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened or attempted breach, in addition to any remedies at law, the Corporation, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In addition, without limiting the Corporation's remedies for any breach of any restriction on the Executive set forth in this Section 10, except as required by law, the Executive shall not be entitled to any payments set forth in
Section 7(d) hereof if the Executive has breached the covenants applicable to the Executive contained in this Section 10, the Executive will immediately return to the Corporation any such payments previously received under Section 7(d) upon such a breach, and, in the
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event of such breach, the Corporation will have no obligation to pay any of the amounts that remain payable by the Corporation under
Section 7(d).
(i) REFORMATION:-
If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 10 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state. The Executive acknowledges that the restrictive covenants contained in this Section 10 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.
(j) SURVIVAL OF PROVISIONS:-
The obligations contained in this Section 10 shall survive in accordance with their terms the termination or expiration of the Executive's employment with the Corporation and shall be fully enforceable thereafter.
11. INDEMNIFICATION:-
The Executive shall be indemnified to the extent permitted by the Corporation's organizational documents and to the extent required by law.
12. SECTION HEADINGS AND INTERPRETATION:-
The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. Expressions of inclusion used in this agreement are to be understood as being without limitation.
13. SEVERABILITY:-
The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
14. COUNTERPARTS:-
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.
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15. GOVERNING LAW AND VENUE:-
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada without regard to its conflicts of law principles. The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any Party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. IN ADDITION, THE PARTIES AGREE TO WAIVE A TRIAL BY JURY.
16. ENTIRE AGREEMENT:-
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
17. WAIVER AND AMENDMENT:-
No provision of this Agreement may be modified, amended, waived or discharged unless such waiver, modification, amendment or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either Party at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver or similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
18. WITHHOLDING:-
The Corporation may withhold from any and all amounts payable under this Agreement such federal, state, local and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.
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19. AUTHORITY AND NON-CONTRAVENTION:-
The Executive represents and warrants to the Corporation that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him form entering into this Agreement or performing all of his obligations hereunder.
20. COUNTERPARTS:-
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
ASPA GOLD CORP.
/s/ David Arthun
---------------------------------
By: DAVID ARTHUN
Title: DIRECTOR
THE EXECUTIVE
/s/ Ronald Yadin Lowenthal
-------------------------------
RONALD YADIN LOWENTHAL
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Exhibit 10.2
LINE OF CREDIT LOAN AGREEMENT
(UNSECURED)
This Line of Credit Loan Agreement (this "LOAN AGREEMENT") dated as of November 29, 2010, is between NORTH AMERICAN GOLD & MINERALS FUND, a Nevada corporation with an address of 848 N. Rainbow Blvd., #3003, Las Vegas, NV 89107 ("LENDER"), and ASPA GOLD CORP., formerly known as Renaissance BioEnergy Inc., a Nevada corporation with an address of 36101 Bob Hope Dr., Suite E5-238, Rancho Mirage, CA 92270 ("BORROWER"). Lender has agreed to provide this loan to Borrower on the terms and conditions set forth herein.
1. LOAN AMOUNT AND TERMS
1.1 Loan Amount.
On the Closing Date, Lender will provide a loan to Borrower, subject to the terms and conditions of this Loan Agreement; in the maximum aggregate amount of US$1,000,000 (One million Dollars) (the "LOAN"). The Loan shall be used to retire nominal outstanding trade debt, as working capital and, with the consent of Lender, to retire the existing Promissory Notes.
(a) This is a revolving line of credit. Borrower may re-borrow principal amounts that are repaid.
1.2 Maturity Date.
(a) Subject to earlier maturity if there is an Event of Default, the Loan shall mature on November 30, 2011 (the "MATURITY DATE").
(b) If there is an Event of Default, then in addition to Lender's other remedies, Lender (as defined below) may require Borrower to repay any amounts outstanding under the loan immediately.
1.3 Interest Rate.
Borrower is executing a promissory note in favor of Lender in the form of Exhibit "A" (the "NOTE") in the amount of the Loan evidencing the Loan and payable to Lender. The Note sets forth the interest rate and certain other terms and conditions applicable to the Loan.
1.4 Loan Documents.
The "LOAN DOCUMENTS" are the documents indicated below, each dated as of the date of this Loan Agreement unless indicated otherwise. A capitalized term used in this Loan Agreement but not defined herein has the meaning given in the other Loan Documents. In the event of conflict between this Loan Agreement and the Loan Documents, this Loan Agreement shall control.
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(a) This Loan Agreement; and
(b) The Note.
2. FEES AND EXPENSES
2.1 Expenses and Costs.
(a) Borrower will pay all costs and expenses incurred by Lender in connection with the administration of the Loan, and the exercise of any of Lender's rights or remedies under the Loan Documents by Lender. Such costs and expenses include legal fees and expenses of Lender's counsel and any other reasonable fees and costs for services, regardless of whether such services are furnished by Lender's employees or by independent contractors.
(b) Borrower agrees to indemnify Lender from and hold it harmless against any transfer or documentary taxes, assessments or charges imposed by any governmental authority by reason of the execution, delivery and performance of the Loan Documents. Borrower's obligations under this
Section 2.1 shall survive payment of the Loan of credit and assignment of any rights hereunder.
3. CONDITIONS
Lender has already made an initial disbursement of the Loan to Borrower. Lender's obligation to disburse the remainder of the Loan to Borrower shall be subject to execution and deliver by Borrower of the Loan Documents and to fulfillment of the following conditions, in each case to the satisfaction of Lender in its sole discretion:
(a) The amendment of Borrower's promissory notes (the "Existing Notes") payable to each of James F. Franco, Samuel Gulko, Point North Investments, LLC and Roger F. Ruttenberg Trust dated July 12, 1986, by form of amendment acceptable to lender, including revision of the conversion provisions to eliminate bargain conversion prices; and
(b) The written forgiveness by each present or former officer or director of Borrower of any deferred compensation owed by Borrower.
4. REPRESENTATIONS AND WARRANTIES
When Borrower signs this Loan Agreement, and until Lender is repaid in full, Borrower makes the following representations and warranties, each of which is made to the actual knowledge of Borrower's Chief Financial Officer.
4.1 Enforceable Agreement.
The Loan Documents do not conflict with any law, agreement, or obligation by which Borrower is bound, and (i) this Loan Agreement is a legal, valid and binding agreement of Borrower, enforceable against Borrower in accordance with
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its terms (except as such enforceability may be limited by general principals of equity), and (ii) any instrument or document required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable (except as such enforceability may be limited by general principals of equity).
4.2 Financial Information.
All financial and other information that has been or will be supplied to Lender, and any financial statements of Borrower:
(a) Is sufficiently complete to give Lender accurate knowledge of Borrower's financial condition, including all material contingent liabilities;
(b) Is in compliance with any governmental regulations that apply, if any; and
(c) Does not fail to state any material facts necessary to make the information contained therein not misleading.
Since the dates of the financial information specified above, there has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of
4.3 Lawsuits.
To Borrower's Knowledge, other than as has been previously disclosed to Lender in writing, which is acknowledged by Lender, there is no lawsuit, arbitration, claim or other dispute pending or threatened against Borrower which, if lost, would materially and substantially impair Borrower's financial condition or ability to repay the Note, except as has been previously disclosed in writing to Lender.
4.4 Title to Assets.
Borrower has good and clear title to its assets, and the same are not subject to any mortgages, deeds of trust, pledges, security interests or other encumbrances, other than those expressed in the agreements previously disclosed to Lender pursuant to which it has acquired its assets.
4.5 Income Tax Returns.
Borrower has filed or will file all tax returns and reports required to be filed and have paid or will pay all applicable federal, state and local franchise, income and property taxes which are due and payable.
4.6 Other Obligations.
To Borrower's Knowledge, Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease,
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commitment, contract, instrument or obligation, except as has been previously disclosed in writing to Lender.
4.7 No Event of Default.
To Borrower's Knowledge, there is no event which is, or with notice or lapse of time or both would be, a material default under the Loan Documents.
4.8 Permits, Franchises.
To Borrower's Knowledge, Borrower possesses all material permits, franchises, contracts and licenses required and all material trademark rights, trade name rights, and fictitious name rights necessary to enable it to conduct the business in which it is now engaged, provided that additional permits will be required to open Borrower's mines.
5. COVENANTS
Borrower agrees, so long as credit is available under this Loan Agreement and until Lender is repaid in full:
5.1 Use of Proceeds.
To use the proceeds of the Loan to retire trade payables, for working capital and; with the consent of Lender, to retire the existing outstanding Promissory Notes.
5.2 Financial Information.
To provide financial information and statements and such additional information as requested by Lender from time to time.
5.3 Taxes and Other Liabilities.
To pay and discharge, before the same become delinquent and before penalties accrue thereon, all taxes, assessments and governmental charges upon or against Borrower or any of its properties, and all its other liabilities at any time existing, except to the extent and so long as:
(a) The same are being contested in good faith and by appropriate proceedings in such manner as not to cause any materially adverse effect to Borrower's financial condition or the loss of any right of redemption from any sale thereunder; and
(b) Borrower shall have set aside on its books reserves (segregated to the extent required by GAAP) adequate with respect thereto.
5.4 Liens.
Without the prior written consent of Lender, which consent may be granted or withheld in Lender's reasonable discretion, not to create, assume, or allow any
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security interest or lien (including judicial liens) on property Borrower now or later owns, except:
(a) Deeds of trust and security agreements in favor of Lender;
(b) Liens for property taxes not yet due;
(c) Liens outstanding on the date of this Agreement and previously disclosed in writing to and permitted by Lender; and
(d) Additional purchase money security interests in personal property acquired after the date of this Agreement.
5.5 Notices to Lender.
To promptly notify Lender in writing of:
(a) Any Event of Default hereunder or any event which would become an Event of Default hereunder upon the giving of notice, the lapse of time, or both;
(b) Any lawsuit or arbitration;
(c) Any material failure to comply with this Loan Agreement;
(d) Any material adverse change in Borrower's business condition (financial or otherwise), operations, properties or prospects;
(e) Any change in Borrower's state of residence.
5.6 Compliance with Laws.
To materially comply with the laws (including any fictitious name statute), regulations, and orders of any government body with authority over Borrower's business.
5.7 Additional Negative Covenants.
Not to take any of the following actions, without Lender's written consent:
(a) Engage in any business activities substantially different from Borrower's present business; or
(b) Use any proceeds of the Loan, directly or indirectly, to purchase or carry, or reduce or retire any loan incurred to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
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5.8 No Consumer Purpose.
Not to use this Loan for personal, family, or household purposes.
5.9 Cooperation.
To take any action reasonably requested by Lender to carry out the intent of the Loan Documents.
5.10 Trusts.
Not to transfer any of Borrower's assets to a trust unless the trust is acceptable to Lender in form and content, and the trustee guaranties payment of Borrower's obligations under this Loan Agreement prior to any such transfer.
5.11 Preservation of Rights.
To maintain and preserve all rights, privileges, and franchises Borrower now has.
5.12 Audits; Books and Records.
To maintain adequate books and records and to allow Lender and its agents to inspect Borrower's properties and examine, audit and make copies of books and records at any reasonable time. If any of Borrower's properties, books or records is in the possession of a third party, Borrower hereby authorizes that third party to permit Lender or its agents to have access to perform inspections or audits and to respond to Lender's requests for information concerning such properties, books and records. Lender has no duty to inspect Borrower's properties or to examine, audit, or copy books and records and Lender shall not incur any obligation or liability by reason of not making any such inspection or inquiry. In the event that Lender inspects Borrower's properties or examines, audits, or copies books and records, Lender will be acting solely for the purposes of protecting Lender's security and preserving Lender's rights under this Loan Agreement. Neither Borrower nor any other party is entitled to rely on any inspection or other inquiry by Lender. Lender owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any adverse condition that may be observed as affecting Borrower's properties or premises, or Borrower's business. Lender may in its discretion disclose to Borrower any findings made as a result of, or in connection with, any inspection of Borrower's properties.
5.13 Maintenance of Properties.
To make repairs, renewals, or replacements to keep Borrower's properties in good working condition.
6. COLLATERAL.
The Loan shall be unsecured.
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7. DEFAULT.
If any of the following events occurs and continues for more than thirty (30) days following written notice thereof from Lender to Borrower (an "EVENT OF DEFAULT"), Lender may declare Borrower in default and require Borrower to repay its entire debt immediately and without prior notice. However, if a bankruptcy petition is filed with respect to Borrower, the entire debt outstanding under this Loan Agreement shall automatically be due immediately.
7.1 Failure to Pay.
Notwithstanding the foregoing, Borrower fails to make a payment due under the Loan Documents within fifteen (15) days after the date when due.
7.2 False Information.
Borrower has given Lender false or misleading material information or material representations.
7.3 Bankruptcy.
Borrower files a bankruptcy petition or makes a general assignment for the benefit of creditors, or a bankruptcy petition is filed against Borrower. The default will be deemed cured if any bankruptcy petition filed against Borrower is dismissed within a period of 45 (Forty five) days after the filing; provided, however, that Lender will not be obligated to extend any additional credit to Borrower during that period.
7.4 Receivers.
A receiver or similar official is appointed for Borrower's business (or any general partner or majority shareholder of either), or the business is terminated.
7.5 Judgments.
Any judgment or arbitration award is entered against Borrower that remains unsatisfied for more than 90 (Ninety) days, or Borrower enters into any settlement agreement with respect to any litigation, claim or arbitration that remains unsatisfied for more than 90 (Ninety) days in an aggregate amount of US$500,000 (Five Hundred Thousand Dollars); or more.
7.6 Government Action.
Any government authority takes action that materially adversely affects Borrower's financial condition or ability to repay the Loan.
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7.7 Material Adverse Change.
A material adverse change occurs, in Borrower's business condition (financial or otherwise), operations or properties.
7.8 Default Under Related Documents.
An Event of Default exists under any of the other Loan Documents.
7.9 Other Breach under This Loan Agreement.
If Borrower is in breach of this Loan Agreement (other than Section 7.01) and the breach is incapable of being cured within 30 (Thirty) days, and Borrower is diligently pursuing the cure of such breach, the breach will not be considered an Event of Default under this Loan Agreement for a period up to 60 (Sixty) days after the date on which Lender gives notice of the default to Borrower; provided, however, that Lender will not be obligated to extend any additional credit to Borrower during that period.
8. ENFORCING THIS LOAN AGREEMENT; MISCELLANEOUS
8.1 Remedies.
If an Event of Default occurs under the Loan Documents, Lender may exercise any right or remedy which they have under any of the Loan Documents or which is otherwise available at law or in equity. All of Lender's rights and remedies shall be cumulative. In the Event of Default, at Lender' option, exercisable in their sole discretion on behalf of all Lenders, all of Borrower's obligations under the Loan Documents will become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind.
8.2 Nevada Law.
This Loan Agreement and the Loan Documents shall be governed by Nevada law.
8.3 Presentment, Demands and Notice.
Lender shall be under no duty or obligation to make or give any presentment, demands for performances, notices of nonperformance, protests, and notices of protest or notices of dishonor in connection with any obligation or indebtedness under the Loan Documents.
8.4 Indemnification.
Borrower shall indemnify, save, and hold harmless Lender and its parent and affiliates and all of their directors, officers, employees, agents, successors, attorneys and assigns (collectively, the "INDEMNITEES") for, from and against the following matters (collectively, the "INDEMNIFIED MATTERS"):
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(a) Any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, charges, expenses and disbursements (including attorneys' fees, including the reasonable estimate of the allocated cost of in-house counsel and staff) of any kind with respect to the execution, delivery, enforcement, performance and administration of this Loan Agreement and the other Loan Documents, and the transactions contemplated hereby, and with respect to any investigation, litigation or proceeding related to this Loan Agreement, the other Loan Documents, the Loan or the use of the proceeds thereof, whether or not any Indemnitee is a party thereto.
(b) Any and all writs, subpoenas, claims, demands, actions, or causes of action that are served on or asserted against any Indemnitee (if directly or indirectly related to a writ, subpoena, claim, demand, action, or cause of action against Borrower or any affiliate of Borrower); and any and all liabilities, losses, costs, or expenses (including attorneys' fees, including the reasonable estimate of the allocated cost of in-house counsel and staff) that any Indemnitee suffers or incurs as a result of any of such Indemnified Matters.
The obligations of Borrower under this Section shall survive payment of the Loan and assignment of any rights hereunder. The foregoing notwithstanding, Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Matters arising from the gross negligence or willful misconduct of such Indemnitee.
8.5 Attorneys' Fees.
In the event of a lawsuit, reference or arbitration proceeding, including any tort proceeding, between or among the parties hereto, the prevailing party is entitled to recover costs and reasonable attorneys' fees (including any allocated costs of in-house counsel) incurred in connection with the lawsuit, reference or arbitration proceeding, as determined by the court, referee or arbitrator.
8.6 Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified, or registered mail postage prepaid, directed to the addresses shown on the signature page of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.
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8.7 Successors and Assigns.
This Loan Agreement is binding on Borrower's heirs, successors and assigns, and Lender's successors and assignees. Borrower agrees that it may not assign this Loan Agreement or the other Loan Documents without Lender's prior consent. Lender may sell participations in or assign this Loan, and may provide financial information about Borrower to actual or potential participants or assignees, without notice to or consent of Borrower.
8.8 No Third Parties Benefited.
This Loan Agreement is made and entered into for the sole protection and benefit of Lender and Borrower and their successors and assigns. No trust fund is created by this Loan Agreement and no other persons or entities shall have any right of action under this Loan Agreement or any right to the Loan proceeds.
8.9 Integration; Relation to the Loan Headings.
The Loan Documents (a) integrate all the terms and conditions in or incidental to this Loan Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, including any loan commitment to Borrower, and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in the Loan Documents. If there is any conflict between the terms, conditions and provisions of this Loan Agreement and those of any other agreement or instrument, including any other Loan Document, the terms, conditions and provisions of the Agreement shall prevail. Headings and captions are for reference only and shall not affect the interpretation or meaning of any provisions of this Loan Agreement. The exhibits to this Loan Agreement are hereby incorporated in this Loan Agreement.
8.10 Interpretation.
Time is of the essence in the performance of this Loan Agreement by Borrower. The word "INCLUDE(S)" means "include(s), without limitation," and the word "INCLUDING" means "including but not limited to." No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Loan Agreement.
8.11 Severability; Waivers; Amendments.
This Loan Agreement may not be modified or amended except by a written agreement signed by the parties. Any consent or waiver under this Loan Agreement must be in writing. If any part of this Loan Agreement is not enforceable, the rest of the Loan Agreement may be enforced. If Lender waives a default, it may enforce a later default. No waiver shall be construed as a continuing waiver. No waiver
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shall be implied from Lender's delay in exercising or failure to exercise any right or remedy against Borrower. Consent by Lender to any act or omission by Borrower shall not be construed as consent to any other or subsequent act or omission or as a waiver of the requirement for Lender's consent to be obtained in any future or other instance. Lender retains all of its rights and remedies, even if it makes an advance after a default. Notwithstanding the foregoing, Lender may amend this Agreement and waive defaults by the Company hereunder, except that no amendment may reduce the principal amount or interest rate of any Note or extend the maturity date of any Note without the consent of all of the Note holders.
8.12 Counterparts.
This Loan Agreement may be executed in counterparts each of which, when executed, shall be deemed an original, and all such counterparts shall constitute one and the same agreement.
8.14 Electronic Transmission of Data.
Lender and Borrower agree that certain Loan related data (including confidential information, documents, applications and reports) may be transmitted electronically, including over the internet. This data may be transmitted to, received from or circulated among agents and representatives of Borrower and/or Lender and their affiliates, and other persons or entities involved with the subject matter of this Loan Agreement. Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of such transmissions, and (c) Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender's strict liability or sole, comparative or contributory negligence which is related to the electronic transmittal of data.
8.15 USA Patriot Act Notice.
Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "ACT"), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.
8.16 Business Days.
A Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for business in the State of Nevada. All payments and disbursements which would be due on a day which is not a Business Day will be due on the next Business Day. All payments received on a day which is not a Business Day will be applied to the Loan on the next Business Day.
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This Loan Agreement is executed as of the date stated at the top of the first page.
LENDER: BORROWER:
NORTH AMERICAN GOLD & ASPA GOLD CORP., formerly known as
MINERALS FUND, a Nevada Corporation Renaissance Bioenergy Inc., a
Nevada Corporation
By: /s/ Ronald Yadin Lowenthal By: /s/ David Arthun
--------------------------------- ---------------------------------
Name: RONALD YADIN LOWENTHAL, Name: DAVID ARTHUN
President DIRECTOR (Duly Authorized)
Address where notices to Address where notices to
Lender are to be sent: Borrower are to be sent:
848 N. Rainbow Blvd, #3003. 36101 Bob Hope Dr., Suite E5-238
Las Vegas, NV 89107 Rancho Mirage, CA 92270
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EXHIBIT "A"
PROMISSORY NOTE
(Unsecured)
US$1,000,000 November 29, 2010
FOR VALUE RECEIVED, ASPA GOLD CORP., formerly known as Renaissance BioEnergy Inc., a Nevada corporation with an address of 36101 Bob Hope Dr., Suite E5-238, Rancho Mirage, CA 92270 ("BORROWER"), hereby promises to pay to the order of NORTH AMERICAN GOLD & MINERALS FUND, a Nevada corporation with an address of 848 N. Rainbow Blvd., #3003, Las Vegas, NV 89107 ("LENDER"), without offset, in immediately available funds in lawful money of the United States of America, at such location designated by Lender, the principal sum of US$1,000,000 (One million Dollars) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided. This Note evidences the loan (the "LOAN") from Lender to Borrower, and is one of several Loan Documents, as defined and designated in that certain Line of Credit Loan Agreement (Unsecured) (as amended, restated or otherwise modified from time to time, the "LOAN AGREEMENT") dated of even date herewith between Lender and Borrower.
1. Payment Schedule and Maturity Date.
(a) Prior to the Maturity Date, unpaid interest shall accrue commencing on the first day of the month following the first Advance (as defined in the Loan Agreement). The entire principal balance of this Note then unpaid, together with all accrued and unpaid interest and all other amounts payable hereunder and under the other Loan Documents (as defined in the Loan Agreement), shall be due and payable in full on November 30, 2011 (the "MATURITY DATE"). Some or all of the Loan Documents, including the Loan Agreement, contain provisions for the acceleration of the maturity of this Note.
(b) This Note represents a revolving line of credit. Borrower may re-borrow principal amounts that are repaid.
(c) At Borrower's option, Borrower may repay the Loan by issuance of its common stock, par value US$0.00001 per share, as part of a capital raise by Borrower of at least US$5,000,000 (Five million Dollars) that closes prior to the Maturity Date. For purpose of repayment of the Loan, such common stock shall be valued at the price per share at which it is sold in such capital raise.
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2. Interest Rate.
2.1 Interest Rate.
Prior to the Maturity Date, the Principal Debt from day to day outstanding which is not past due shall not bear interest. From and after the Maturity Date, the Principal Debt shall bear interest at a rate of 3% (Three percent) per annum (the "INTEREST RATE") (computed as provided in Section 2.2 hereof).
2.2 Computations and Determinations.
All interest shall be computed on the basis of a year of 360 (Three hundred and sixty) days and paid for the actual number of days elapsed (including the first day but excluding the last day). Unpaid interest shall be compounded annually. The books and records of Lender shall be conclusive evidence, in the absence of manifest error, of all sums owing to Lender from time to time under this Note, but the failure to record any such information shall not limit or affect the obligations of Borrower under the Loan Documents.
2.3 Past Due Rate.
If any amount payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), such amount shall thereafter bear interest at the Past Due Rate (as defined below) to the fullest extent permitted by applicable Law. Accrued and unpaid interest or past due amounts (including interest on past due interest) shall be due and payable on demand, at a fluctuating rate per annum (the "PAST DUE RATE") equal to the Interest Rate plus 100 (One hundred) basis points.
2.4 Additional Defined Terms.
Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement. In addition to other terms defined herein, as used herein the following terms shall have the meanings indicated, unless the context otherwise requires:
"INDEBTEDNESS" means any and all of the indebtedness to Lender evidenced, governed or secured by or arising under this Note or any other Loan Document.
"LAWS" means all constitutions, treaties, statutes, laws, ordinances, regulations, rules, orders, writs, injunctions, or decrees of the United States of America, any state or commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal.
"NOTE" means this promissory note, and any renewals, extensions, amendments or supplements hereof.
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"PRINCIPAL DEBT" means the aggregate unpaid principal balance of this Note at the time in question.
3. Prepayment.
(a) Borrower may prepay without penalty the principal balance of this Note, in full at any time or in part from time to time.
4. Late Charges.
If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within 15 (Fifteen) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to 4% (Four percent) of the amount of such payment. Such 15 (Fifteen) day period shall not be construed as in any way extending the due date of any payment. The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment. This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.
5. Certain Provisions Regarding Payments.
All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding. Remittances shall be made without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Lender of any payment in an amount less than the amount then due on any Indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect. Payments received after 2:00 p.m. shall be deemed to be received on, and shall be posted as of, the following Business Day. Whenever any payment under this Note or any other Loan Document falls due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.
6. Security.
This Note is unsecured.
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7. Events of Default.
The occurrence of any one or more of the following shall constitute an "EVENT OF DEFAULT" under this Note:
(a) Borrower fails to pay when and as due and payable any amounts payable by Borrower to Lender under the terms of this Note.
(b) Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept, subject to any applicable grace or cure period.
(c) An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period).
8. Remedies.
Upon the occurrence of an Event of Default, Lenders may exercise one or more of the following rights, powers and remedies on behalf of all of the lenders under the Loan Agreement:
(a) Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.
(b) Lender may exercise any of its other rights, powers and remedies at law or in equity.
9. Remedies Cumulative.
All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time. No failure by Lender to exercise, or delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.
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10. Costs and Expenses of Enforcement.
Borrower agrees to pay to Lender on demand all costs and expenses incurred by them in seeking to collect this Note or to enforce any of Lender's rights and remedies under the Loan Documents, including court costs and reasonable attorneys' fees and expenses, whether or not suit is filed hereon, or whether in connection with arbitration, judicial reference, bankruptcy, insolvency or appeal.
11. Service of Process.
Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by (a) the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Borrower and (b) serving a copy thereof on Mr. Frederick C. Bauman, Attorney-at-Law, the agent hereby designated and appointed by Borrower as Borrower's agent for service of process. Borrower irrevocably agrees that such service shall be deemed to be service of process upon Borrower in any such suit, action, or proceeding. Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of Los Angeles County, California, subject to any provision or agreement for arbitration, judicial reference or other dispute resolution set forth in the Loan Agreement.
12. Heirs, Successors and Assigns.
The terms of this Note Agreement and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties. The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.
13. General Provisions.
Time is of the essence with respect to Borrower's obligations under this Note. If more than one person or entity executes this Note as Borrower, all of said parties shall be jointly and severally liable for payment of the Indebtedness evidenced hereby. Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note; (b) agree to any subordination or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for
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any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which payment of this Note is to be made for the enforcement of any and all obligations under this Note and the other Loan Documents; (f) waive the benefit of all homestead and similar exemptions as to this Note; (g) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (h) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full. A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought. Captions and headings in this Note are for convenience only and shall be disregarded in construing it. This Note and its validity, enforcement and interpretation shall be governed by the laws of the State of Nevada (without regard to any principles of conflicts of Laws) and applicable United States federal law. Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made. The term "BUSINESS DAY" shall mean a day on which national banks are open for the conduct of substantially all of its banking business at its office in the city in which this Note is payable (excluding Saturdays and Sundays). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement. The words "include" and "including" shall be interpreted as if followed by the words "without limitation".
14. Notices.
Any notice required to be given under this Note shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified, or registered mail postage prepaid, directed to the addresses shown on the signature page of the Loan Agreement. Any party may change its address for notices under this Note by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.
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15. No Usury.
It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents. If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender's exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender's express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.
Section 16. Amendments and Waivers.
Lender may amend the Loan Agreement and waive defaults by the Company thereunder, except that no amendment may reduce the principal amount or interest rate of this Note or extend the maturity date of this Note without the consent of the holder of this Note.
IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.
BORROWER:
ASPA GOLD CORP.,
formerly known as Renaissance BioEnergy Inc., a Nevada corporation
By: /s/ David Arthun
------------------------------------------
Name: DAVID ARTHUN
DIRECTOR, Duly Authorized
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Exhibit 10.3
RENAISSANCE BIOENERGY INC.
PROMISSORY NOTE
US$ 88,635.00 May 25, 2010 Los Angeles, CA 90067
1. Loan Amount. FOR VALUE RECEIVED (1), Renaissance BioEnergy Inc., a Nevada corporation ("Borrower"), hereby promises to pay to the order of Point North Investments, LLC ("Lender"), the principal sum of Eighty-eight Thousand, Six Hundred Thirty-five and 00/100 Dollars ($88,635.00) (2), at the place and in the manner hereinafter provided, together with interest thereon at the rates described below.
2. Payment of Interest. Interest shall be paid at maturity at the rate of 10% per annum in cash, payable at maturity or upon conversion as described in section 4.
3. Payments of Principal. The unpaid principal balance of this Note, if not sooner declared to be due in accordance with the terms hereof, shall be due and payable in full on the sale of the material assets of the Borrower or May 30, 2011 (the "Maturity Date"). However, the Borrower has the right to repay this Note at any time upon five (5) days notice to Lender.
4. Method of Payments. All payments of principal hereunder shall be paid by check, wire transfer or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender may from time to time appoint. Lender, at its own option, shall be permitted to convert all or any portion of the Note in any amount and as often as Lender desires to common shares of the Borrower's common stock. The number of shares to be issued shall be determined by dividing the amount submitted for conversion
5. Covenants and Waivers. Borrower expressly agrees hereby to be bound and: (i) waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (ii) waives any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; and (iii) waives any and all lack of diligence and delays in the enforcement of the payment hereof.
6. Notices. All notices and communications under this Note shall be in writing and shall be delivered to the addresses set forth below.
7. Governing Law. This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of Nevada applicable to transactions to be performed entirely within the State of Nevada.
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8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written agreement of Borrower and Lender.
9. Binding Obligations. The obligations and liabilities of Borrower under this Note shall be binding upon and enforceable against Borrower and its successors and assigns. This Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.
10. Liquidation of the Borrower. In the event of the liquidation of the Borrower, this Note shall be treated pari passu with all other Notes issued up to and including the issue date of this Note.
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first written above.
Renaissance BioEnergy Inc.
By: /s/ Scott Pummill
----------------------------------
Name: Scott Pummill
Title: Chief Executive Officer
Address: 1875 Century Park East
Suite 700
Los Angeles, CA 90067
Fax: 310-861-1171
Name of Lender: Point North Investments, LLC
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1) VALUE RECEIVED: As partial consideration, this note replaces promissory notes payable to Lender, dated February 1, 2010 and February 25, 2010 in the amounts of US$50,000 and US$15,000 which are hereby cancelled.
2) NET PURCHASE PRICE: The Note carries a $7,500 original issue discount (OID). In addition, the Borrower agrees to pay $6,135 to the Lender to cover the Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "Transaction Expenses"). The Lender at the Closing withheld the Transaction Expenses. Accordingly, the "Net Purchase Price" shall be $75,000, computed as follows: $ 88,635 less the OID, less the Transaction Expenses.
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Exhibit 10.4
RENAISSANCE BIOENERGY INC.
PROMISSORY NOTE
US$11,818.00 May 25, 2010 Los Angeles, CA 90067
1. LOAN AMOUNT. FOR VALUE RECEIVED, RENAISSANCE BIOENERGY INC., a Nevada corporation ("Borrower"), hereby promises to pay to the order of Samuel Gulko or his assignees ("Lender"), the principal sum of Eleven Thousand, Eight Hundred Eighteen and 00/100 Dollars ($11,818.00) (1), at the place and in the manner hereinafter provided, together with interest thereon at the rates described below.
2. PAYMENT OF INTEREST. Interest shall be paid at maturity at the rate of 10% per annum in cash, payable at maturity or upon conversion as described in section 4.
3. PAYMENTS OF PRINCIPAL. The unpaid principal balance of this Note, if not sooner declared to be due in accordance with the terms hereof, shall be due and payable in full on the sale of the material assets of the Borrower or May 30, 2011 (the "Maturity Date"). However, the Borrower has the right to repay this Note at any time upon five (5) days notice to Lender.
4. METHOD OF PAYMENTS. All payments of principal hereunder shall be paid by check, wire transfer or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender may from time to time appoint. Lender, at its own option, shall be permitted to convert all or any portion of the Note in any amount and as often as Lender desires to common shares of the Borrower's common stock. The number of shares to be issued shall be determined by dividing the amount submitted for conversion by $0.02, subject to stock splits.
5. COVENANTS AND WAIVERS. Borrower expressly agrees hereby to be bound and:
(i) waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (ii) waives any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; and (iii) waives any and all lack of diligence and delays in the enforcement of the payment hereof.
6. NOTICES. All notices and communications under this Note shall be in writing and shall be delivered to the addresses set forth below.
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1. NET PURCHASE PRICE. The Note carries a $1,000.00 original issue discount ("OID"). In addition, the Borrower agrees to pay $818.00 to the Lender to cover the Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "TRANSACTION EXPENSES"). The Lender at the Closing withheld the Transaction Expenses. Accordingly, the "NET PURCHASE PRICE" shall be $10,000.00, computed as follows: $11,818.00 LESS the OID LESS the Transaction Expenses.
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7. GOVERNING LAW. This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of Nevada applicable to transactions to be performed entirely within the State of Nevada.
8. WAIVER AND AMENDMENT. Any provision of this Note may be amended, waived or modified upon the written agreement of Borrower and Lender.
9. BINDING OBLIGATIONS. The obligations and liabilities of Borrower under this Note shall be binding upon and enforceable against Borrower and its successors and assigns. This Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.
10. LIQUIDATION OF THE BORROWER. In the event of the liquidation of the Borrower, this Note shall be treated pari passu with all other Notes issued up to and including the issue date of this Note.
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first written above.
Renaissance BioEnergy Inc.
By: /s/ Scott Pummill
----------------------------------
Name: Scott Pummill
Title: Chief Executive Officer
Address: 1875 Century Park East
Suite 700
Los Angeles, CA 90067
Fax: 310-861-1171
Name of Lender: Samuel Gulko
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Exhibit 10.5
RENAISSANCE BIOENERGY INC.
PROMISSORY NOTE
US$11,818.00 May 26, 2010 Los Angeles, CA 90067
1. LOAN AMOUNT. FOR VALUE RECEIVED, RENAISSANCE BIOENERGY INC., a Nevada corporation ("Borrower"), hereby promises to pay to the order of James F. Franco or his assignees ("Lender"), the principal sum of Eleven Thousand, Eight Hundred Eighteen and 00/100 Dollars ($11,818.00) (1), at the place and in the manner hereinafter provided, together with interest thereon at the rates described below.
2. PAYMENT OF INTEREST. Interest shall be paid at maturity at the rate of 10% per annum in cash, payable at maturity or upon conversion as described in section 4.
3. PAYMENTS OF PRINCIPAL. The unpaid principal balance of this Note, if not sooner declared to be due in accordance with the terms hereof, shall be due and payable in full on the sale of the material assets of the Borrower or May 30, 2011 (the "Maturity Date"). However, the Borrower has the right to repay this Note at any time upon five (5) days notice to Lender.
4. METHOD OF PAYMENTS. All payments of principal hereunder shall be paid by check, wire transfer or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender may from time to time appoint. Lender, at its own option, shall be permitted to convert all or any portion of the Note in any amount and as often as Lender desires to common shares of the Borrower's common stock. The number of shares to be issued shall be determined by dividing the amount submitted for conversion by $0.02, subject to stock splits.
5. COVENANTS AND WAIVERS. Borrower expressly agrees hereby to be bound and:
(i) waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (ii) waives any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; and (iii) waives any and all lack of diligence and delays in the enforcement of the payment hereof.
6. NOTICES. All notices and communications under this Note shall be in writing and shall be delivered to the addresses set forth below.
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1. NET PURCHASE PRICE. The Note carries a $1,000.00 original issue discount ("OID"). In addition, the Borrower agrees to pay $818.00 to the Lender to cover the Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "TRANSACTION EXPENSES"). The Lender at the Closing withheld the Transaction Expenses. Accordingly, the "NET PURCHASE PRICE" shall be $10,000.00, computed as follows: $11,818.00 LESS the OID LESS the Transaction Expenses.
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7. GOVERNING LAW. This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of Nevada applicable to transactions to be performed entirely within the State of Nevada.
8. WAIVER AND AMENDMENT. Any provision of this Note may be amended, waived or modified upon the written agreement of Borrower and Lender.
9. BINDING OBLIGATIONS. The obligations and liabilities of Borrower under this Note shall be binding upon and enforceable against Borrower and its successors and assigns. This Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.
10. LIQUIDATION OF THE BORROWER. In the event of the liquidation of the Borrower, this Note shall be treated pari passu with all other Notes issued up to and including the issue date of this Note.
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first written above.
Renaissance BioEnergy Inc.
By: /s/ Scott Pummill
----------------------------------
Name: Scott Pummill
Title: Chief Executive Officer
Address: 1875 Century Park East
Suite 700
Los Angeles, CA 90067
Fax: 310-861-1171
Name of Lender: James F. Franco
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Exhibit 10.6
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
AMENDMENT TO PROMISSORY NOTE
POINT NORTH INVESTMENTS, LLC ("Note holder") is the holder of the Promissory Note dated May 25, 2010 in the principal amount of US$88,635 (the "Note") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"). The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("NAGMF"), pursuant to which NAGMF will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, NAGMF requires that Note holder and Company amend the terms of the Note to revise the terms of Note holder's option to convert the Note into shares of common stock of the Company. Accordingly, for good and valuable consideration and intending to be legally bound hereby, Note holder and Company hereby amend the Note as follows:
1. The interest rate set forth in Section 2 of the Note is reduced to 3%, effective from May 25, 2010. Interest through the date hereof shall be capitalized and added to the principal amount of the Note.
2. The second and third sentences of paragraph 4 of the Note, entitled "Method of Payments" are hereby deleted in their entirety, effective immediately, and are replaced with the following:
"Lender, at its own option, shall be permitted to convert all or any portion of the Note to common shares of the Borrower's common stock prior to the Maturity Date. The number of shares to be issued shall be determined by dividing the amount submitted for conversion by the price per share at which common stock is sold for purely monetary consideration by the Company in a capital raise of at least $5,000,000 that closes prior to the Maturity Date. In order to receive this conversion price, the Note holder must issue a notice of conversion within ten (10) trading days of the public announcement or in the event of no public announcement, by direct notification of the issuance of the shares. The shares issued to the Note holder will be on the identical terms and conditions as the newly issued shares. If there are no newly issued shares prior to the Maturity Date, the Note shall be paid in full on or before the Maturity Date. In the event that the Note is not repaid within ten (10) trading days of the Maturity Date, the Note holder shall have the right institute legal action for collection with the prevailing party entitled to reasonable legal fees incurred."
This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Agreement and acknowledges that said courts are not "inconvenient forums."
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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Amendment as of the day and year set forth below.
ASPA GOLD CORP., formerly known as
Renaissance BioEnergy Inc., a Nevada
Corporation
/s/
By: RONALD YADIN LOWENTHAL
Date: November 30, 2010
POINT NORTH INVESTMENTS, LLC
/s/
By ________________________
Date: November 30, 2010
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Exhibit 10.7
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
AMENDMENT TO PROMISSORY NOTE
SAMUEL GULKO ("Note holder") is the holder of the Promissory Note dated May 25, 2010 in the principal amount of US$11,818 (the "Note") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"). The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("NAGMF"), pursuant to which NAGMF will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, NAGMF requires that Note holder and Company amend the terms of the Note to revise the terms of Note holder's option to convert the Note into shares of common stock of the Company. Accordingly, for good and valuable consideration and intending to be legally bound hereby, Note holder and Company hereby amend the Note as follows:
1. The interest rate set forth in Section 2 of the Note is reduced to 3%, effective from May 25, 2010. Interest through the date hereof shall be capitalized and added to the principal amount of the Note.
2. The second and third sentences of paragraph 4 of the Note, entitled "Method of Payments" are hereby deleted in their entirety, effective immediately, and are replaced with the following:
"Lender, at its own option, shall be permitted to convert all or any portion of the Note to common shares of the Borrower's common stock prior to the Maturity Date. The number of shares to be issued shall be determined by dividing the amount submitted for conversion by the price per share at which common stock is sold for purely monetary consideration by the Company in a capital raise of at least $5,000,000 that closes prior to the Maturity Date. In order to receive this conversion price, the Note holder must issue a notice of conversion within ten (10) trading days of the public announcement or in the event of no public announcement, by direct notification of the issuance of the shares. The shares issued to the Note holder will be on the identical terms and conditions as the newly issued shares. If there are no newly issued shares prior to the Maturity Date, the Note shall be paid in full on or before the Maturity Date. In the event that the Note is not repaid within ten (10) trading days of the Maturity Date, the Note holder shall have the right institute legal action for collection with the prevailing party entitled to reasonable legal fees incurred."
This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Agreement and acknowledges that said courts are not "inconvenient forums."
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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Amendment as of the day and year set forth below.
ASPA GOLD CORP., formerly known as
Renaissance BioEnergy Inc., a Nevada
Corporation
/s/ Ronald Y Lowenthal
-----------------------------------
By: RONALD Y LOWENTHAL
Date: NOVEMBER 30, 2010
SAMUEL GULKO
/s/ Samuel Gulko
-----------------------------------
Date: NOVEMBER 30, 2010
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Exhibit 10.8
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
AMENDMENT TO PROMISSORY NOTE
JAMES F. FRANCO ("Noteholder") is the holder of the Promissory Note dated May 26, 2010 in the principal amount of $11,818 (the "Note") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"). The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("NAGMF"), pursuant to which NAGMF will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, NAGMF requires that Note holder and Company amend the terms of the Note to revise the terms of Note holder's option to convert the Note into shares of common stock of the Company. Accordingly, for good and valuable consideration and intending to be legally bound hereby, Note holder and Company hereby amend the Note as follows:
1. The interest rate set forth in Section 2 of the Note is reduced to 3%, effective from May 25, 2010. Interest through the date hereof shall be capitalized and added to the principal amount of the Note.
2. The second and third sentences of paragraph 4 of the Note, entitled "Method of Payments" are hereby deleted in their entirety, effective immediately, and are replaced with the following:
"Lender, at its own option, shall be permitted to convert all or any portion of the Note to common shares of the Borrower's common stock prior to the Maturity Date. The number of shares to be issued shall be determined by dividing the amount submitted for conversion by the price per share at which common stock is sold for purely monetary consideration by the Company in a capital raise of at least $5,000,000 that closes prior to the Maturity Date. In order to receive this conversion price, the Note holder must issue a notice of conversion within ten (10) trading days of the public announcement or in the event of no public announcement, by direct notification of the issuance of the shares. The shares issued to the Note holder will be on the identical terms and conditions as the newly issued shares. If there are no newly issued shares prior to the Maturity Date, the Note shall be paid in full on or before the Maturity Date. In the event that the Note is not repaid within ten (10) trading days of the Maturity Date, the Note holder shall have the right institute legal action for collection with the prevailing party entitled to reasonable legal fees incurred."
3. Company shall issue to Note holder 196,966 shares of its common stock as consideration for Note holder's agreement to this Amendment.
This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the
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State and Federal courts sitting in Clark County, Nevada, for all This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Agreement and acknowledges that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Amendment as of the day and year set forth below.
ASPA GOLD CORP., formerly known as
Renaissance BioEnergy Inc., a Nevada
Corporation
/s/ Ronald Y. Lowenthal
-----------------------------------
By: RONALD Y. LOWENTHAL
Date: NOVEMBER 30, 2010
JAMES FRANCO
/s/ James Franco
-----------------------------------
Date: NOVEMBER 30, 2010
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Exhibit 10.9
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
CANCELLATION OF ACCRUED COMPENSATION
The undersigned present or former officer or director of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), is owed compensation (the "Payable") by the Company for past or future services. The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("Lender"), pursuant to which Lender will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, Lender requires that the undersigned cancel and forgive, in its entirety, the Payable. Accordingly, for good and valuable consideration and intending to be legally bound hereby, the undersigned hereby cancels and forgives, in its entirety, any accrued compensation owed by the Company for past or future services: The undersigned represents and warrants that the amount set forth below constitutes all sums owing to the undersigned with respect to past or future services to the Company. The undersigned will claim no further compensation from the Company and hereby consents to termination by the Company of any agreement or arrangement pursuant to which such compensation was accrued.
Name: David Arthun
Amount: $59,225.81
Each of Company and Lender shall be beneficiaries entitled to enforce this Cancellation.
This Cancellation shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). The undersigned hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Cancellation and acknowledges that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment as of the day and year set forth below.
DAVID ARTHUN
/s/ David Arthun
-----------------------------------
Date: November 30, 2010
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Exhibit 10.10
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
CANCELLATION OF ACCRUED COMPENSATION
The undersigned present or former officer or director of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), is owed compensation (the "Payable") by the Company for past or future services. The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("Lender"), pursuant to which Lender will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, Lender requires that the undersigned cancel and forgive, in its entirety, the Payable. Accordingly, for good and valuable consideration and intending to be legally bound hereby, the undersigned hereby cancels and forgives, in its entirety, any accrued compensation owed by the Company for past or future services. The undersigned represents and warrants that the amount set forth below constitutes all sums owing to the undersigned with respect to past or future services to the Company. The undersigned will claim no further compensation from the Company and hereby consents to termination by the Company of any agreement or arrangement pursuant to which such compensation was accrued.
Name: Samuel Gulko
Amount: $50,000.00
Each of Company and Lender shall be beneficiaries entitled to enforce this Cancellation.
This Cancellation shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). The undersigned hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Cancellation and acknowledges that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, the undersigned has executed and delivered this Cancellation as of the day and year set forth below.
SAMUEL GULKO
/s/ Samuel Gulko
-----------------------------------
Date: November 30, 2010
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Exhibit 10.11
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
CANCELLATION OF ACCRUED COMPENSATION
The undersigned present or former officer or director of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), is owed compensation (the "Payable") by the Company for past or future services. The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("Lender"), pursuant to which Lender will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, Lender requires that the undersigned cancel and forgive, in its entirety, the Payable. Accordingly, for good and valuable consideration and intending to be legally bound hereby, the undersigned herby cancels and forgives, in its entirety, any accrued compensation owed by the Company for past or future services: The undersigned represents and warrants that the amount set forth below constitutes all sums owing to the undersigned with respect to past or future services to the Company. The undersigned will claim no further compensation from the Company and hereby consents to termination by the Company of any agreement or arrangement pursuant to which such compensation was accrued.
Name: Scott Pummill
Amount: $112,564.52
Each of Company and Lender shall be beneficiaries entitled to enforce this Cancellation.
This Cancellation shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). The undersigned hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Cancellation and acknowledges that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, the undersigned has executed and delivered this Cancellation as of the day and year set forth below.
SCOTT PUMMILL
/s/ Scott Pummill
-----------------------------------
Date: November 30, 2010
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Exhibit 10.12
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
CANCELLATION OF ACCRUED COMPENSATION
The undersigned present or former officer or director of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), is owed compensation (the "Payable") by the Company for past or future services. The Company is entering into a Line of Credit Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund ("Lender"), pursuant to which Lender will make available to the Company an unsecured line of credit. As a condition to entering into the Loan Agreement, Lender requires that the undersigned cancel and forgive, in its entirety, the Payable. Accordingly, for good and valuable consideration and intending to be legally bound hereby, the undersigned hereby cancels and forgives, in its entirety, any accrued compensation owed by the Company for past or future services: The undersigned represents and warrants that the amount set forth below constitutes all sums owing to the undersigned with respect to past or future services to the Company. The undersigned will claim no further compensation from the Company and hereby consents to termination by the Company of any agreement or arrangement pursuant to which such compensation was accrued.
Name: Jeffrey Wolin
Amount: $55,580.65
Each of Company and Lender shall be beneficiaries entitled to enforce this Cancellation.
This Cancellation shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). The undersigned hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Cancellation and acknowledges that said courts are not "inconvenient forums."
IN WITNESS WHEREOF, the undersigned has executed and delivered this Cancellation as of the day and year set forth below.
JEFFREY WOLIN
/s/ Jeffrey Wolin
-----------------------------------
Date: November 30, 2010
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Exhibit 10.13
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
SHAREHOLDER AGREEMENT
The undersigned shareholder ("Shareholder") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), for good and valuable consideration and intending to be legally bound hereby, enters into the following agreement for the benefit of the Company and all other shareholders of the Company who enter into substantially similar agreements during the term of this Agreement.
1. Shareholder has acquired 53,000,000 (Fifty three million) restricted shares of common stock, US$0.00001 par value, of the Company (the "Restricted Shares"). Shareholder hereby agrees that, during the period from the date hereof until November 24, 2012 (the "Restricted Period"), Shareholder will not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of the Restricted Shares.
2. For a period of 2 (Two) years following the end of the Restricted Period, Shareholder will not sell, alienate, pledge, assign, transfer, convey or in any way encumber more than 2,000,000 (Two million) shares of the Restricted Shares during any consecutive period of 90 (ninety) days.
3. Paragraphs 1 and 2 shall apply to the Restricted Shares, even after such shares may have become free-trading pursuant to Rule 144, an effective SEC registration statement or some other cause. Shareholder understands that the certificates for the Restricted Shares shall bear a restrictive legend and that stop transfer instructions shall be issued to the Company's Transfer Agent.
4. The Company and each other holder of restricted shares of the Company who executes and delivers a substantially similar agreement shall each be third party beneficiaries of this Agreement and shall have standing to enforce this Agreement.
5. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Agreement and acknowledges that said courts are not "inconvenient forums."
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IN WITNESS WHEREOF, Shareholder has executed and delivered this Agreement as of the day and year set forth below.
NORTH AMERICAN GOLD & MINERALS FUND,
A Nevada corporation
By /s/ Ronald Yadin Lowenthal
---------------------------------
RONALD YADIN LOWENTHAL
Date: November 24, 2010
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Exhibit 10.14
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
SHAREHOLDER AGREEMENT
The undersigned shareholder ("Shareholder") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.), a Nevada corporation ("Company"), for good and valuable consideration and intending to be legally bound hereby, enters into the following agreement for the benefit of the Company and all other shareholders of the Company who enter into substantially similar agreements during the term of this Agreement.
1. Shareholder has acquired an additional 31,000,000 (Thirty one million) restricted shares of common stock, US$0.00001 par value, of the Company (the "Restricted Shares"). Shareholder hereby agrees that, during the period from the date hereof until November 24, 2012 (the "Restricted Period"), Shareholder will not sell, alienate, pledge, assign, transfer, convey or in any way encumber any of the Restricted Shares.
2. For a period of 2 (Two) years following the end of the Restricted Period, Shareholder will not sell, alienate, pledge, assign, transfer, convey or in any way encumber more than 2,000,000 (Two million) shares of the Restricted Shares during any consecutive period of 90 (ninety) days.
3. Paragraphs 1 and 2 shall apply to the Restricted Shares, even after such shares may have become free-trading pursuant to Rule 144, an effective SEC registration statement or some other cause. Shareholder understands that the certificates for the Restricted Shares shall bear a restrictive legend and that stop transfer instructions shall be issued to the Company's Transfer Agent.
4. The Company and each other holder of restricted shares of the Company who executes and delivers a substantially similar agreement shall each be third party beneficiaries of this Agreement and shall have standing to enforce this Agreement.
5. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (other than conflict-of-laws principles). Shareholder hereby consents to the jurisdiction of the State and Federal courts sitting in Clark County, Nevada, for all cases and controversies arising from this Agreement and acknowledges that said courts are not "inconvenient forums."
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IN WITNESS WHEREOF, Shareholder has executed and delivered this Agreement as of the day and year set forth below.
NORTH AMERICAN GOLD & MINERALS FUND,
A Nevada corporation
By /s/ Ronald Yadin Lowenthal
-----------------------------------
RONALD YADIN LOWENTHAL
Date: November 29, 2010
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Exhibit 99.1
OATMAN
MINERAL AND MINING LEASE
THIS LEASE is made and effective the 30th day of November, 2010, between The McIntyre / Bauman New Jersey Trust dated December 15, 2001, whose address is 1445 Center St, NE, Salem, OR 97301 (called "Lessor"), and ASPA Gold Corp., formerly known as Renaissance BioEnergy Inc., a Nevada corporation with an address of 36101 Bob Hope Dr., Suite E5-238, Rancho Mirage, CA 92770 (called "Lessee").
WITNESSETH:
1. INTERESTS LEASED
For and in consideration of US$10.00 (Ten Dollars) paid to Lessor by Lessee, the receipt and sufficiency of which are hereby acknowledged by the Lessor, and the mutual covenants set forth herein, Lessor hereby grants and leases exclusively unto Lessee all mineral rights in, under and appurtenant to the lands described as the Premises below (all of which materials, minerals and deposits are called the "Subject Minerals"). The Subject Minerals are leased, as above, together with all interests hereafter acquired by or for Lessor in the Premises.
The Premises consists of the following described mineral rights located in the San Francisco Mining District, County of Mohave and State of Arizona, containing 91.46 acres, more or less:
PATENTED CLAIMS:
MINERAL RIGHTS ONLY:
The Lexington, Boston, Alice, Happy New Year, Only Chance and Big Johnnie Lode Mining Claims, in the San Francisco Mining District, being shown on Mineral Survey No. 2775, on file in the Bureau of Land Management, as granted by Patent recorded in Book 22 of Deeds, Page 332, records of Mohave County, Arizona. Excluding two in-lier parcels not owned by Lessor: APN 221-30-002 (.12 ac) and APN 221-30-003(.17 ac).
Mineral rights only: The Bunker Hill Lode Mining Claim, in the San Francisco Mining District, being shown on Mineral Survey No. 3190, on file in the Bureau of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557, records of Mohave County, Arizona.
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The Premises are also referred to as Mohave County Assessor's Parcel Numbers ("APN") 221-29-004, 221-29-005, 221-30-004 and 221-30-005.
2. TERMS OF LEASE
This lease is granted for an initial term of three (3) years from and after the date hereof, and for up to three additional renewal terms of three (years) after the initial term while any mining, development, processing, or reclamation is being conducted hereunder on a continuous basis. Such operations shall be deemed conducted on a continuous basis unless and until, after the end of the initial term, a period on one hundred eighty (180) consecutive days elapses in which no mining or developing or processing or testing is conducted, excluding, however, periods of force majeure as provided herein.
Unless otherwise specified, all reference to the "term" of the lease shall mean and include both the initial term and the renewal term(s).
3. PAYMENTS
The initial payment will be 34,100,000 (Thirty Four Million One Hundred Thousand) restricted shares of Common Stock of the Lessee (the "Consideration Shares") at US$0.00001 par value for execution of this lease. An annual payment of US$200,000 (Two hundred thousand dollars) (adjusted annually by the CPI (consumer price index as published by the US Government) according to this formula each year previous payment times 1+ fractional CPI index. For example if CPI is 3% (Three percent) the following payment will be US$200,000 x 1.03 or US$206,000; if next year's CPI is 2 % then the calculation would be US$206,000 x 1.02 or US$210,120, which will keep the lease valid for 1 (one) additional year. Payments will be made to an address and account of the Lessor's choosing, and shall be payable annually in arrears, with the first payment due on November 30, 2011.
All annual payments will be creditable as advanced NSR Royalties and will accrue against the NSR Royalties to be paid if mining occurs.
In regards to the Consideration Shares:
(a) They will upon issuance be issued as fully paid and non-assessable.
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(b) Lessor is an "accredited investor" as the term is defined in section 501(a) of Regulation D under the 1933 Act.
(c) The Consideration Shares have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined in Regulation S promulgated under the 1933 Act),except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws.
(d) The Lessor is receiving the Consideration Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Consideration Shares, and the Lessor has not subdivided its interest in the Consideration Shares with any other person.
(e) The Lessor is not an underwriter of, or dealer in, the common shares of the Lessee, nor is the Lessor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Consideration Shares.
(f) The Lessor is not aware of any advertisement of any of the Consideration Shares and is not acquiring the Consideration Shares as a result of any form of 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.
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4. ROYALTIES AND NET PROFITS INTEREST
A. Net Profits Interest.
Lessor shall have a 5% (Five percent) net profits interest ("NPI") in the Premises. For purposes of Lessor's and Lessee's respective NPI, "Net Profits" shall be calculated pursuant to generally accepted accounting principles in the United States of America, provided, however, that the calculation of net profits shall not include any benefit or loss from price hedging and price protection arrangements conducted by or on behalf of Lessee and, provided, further, that Lessee shall be entitled to deduct from revenues only the following percentages of total operating costs in lieu of headquarters overhead and headquarters general and administrative expenses: 3% (Three percent) during the development/construction stage of operations and 1% (One percent) during the mining and processing stage of operations and, provided, further, that no deduction shall be made for depletion or depreciation. Lessor's NPI shall be a fully carried interest, and Lessor shall not be required to fund any expenses relating to the Property or its exploration , development, production or reclamation.
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B. Net Smelter Returns Royalty.
In addition to Lessor's NPI, a net smelter returns royalty ("NSR Royalty") shall be payable to Lessor for all commodities produced from the Premises. For purposes of this lease, the "net smelter return" is defined as the amount of money which the smelter or refinery, as the case may be, pays the Lessee for the commodity based on the then current spot price of gold, with deductions for costs associated with further processing but without deductions for taxes, calculated on an FOB mine site basis. The NSR Royalty shall be payable based on the following sliding scale, based on the spot price of gold at the time of production:
Over US$2,400 per ounce 8.0%
Over US$2,100 but under US$2,400 per ounce 7.0%
Over US$1,800 but under US$2,100 per ounce 6.0%
Over US$1,500 but under US$1,800 per ounce 5.0%
Over US$1,200 but under US$1,500 per ounce 4.0%
Over US$900 but under US$1,200 per ounce 3.0%
Over US$600 but under US$900 per ounce 2.0%
Under US$600 per ounce 1.0%
Payable in Kind; Payable Quarterly.
Lessor may elect to receive in kind its NPI or its NSR Royalty (as described below). Both royalties shall be payable quarterly.
5. OPERATIONS
A. EXPLORATION, MINING AND OTHER OPERATIONS.
The Lessee may use and employ methods of exploration, development, mining and processing as it may desire or find most profitable and economical and may, when it deems it necessary or desirable, discontinue operations entirely so long as it shall well and truly meet its obligations hereunder to pay annual payments and NSR Royalty due, if any, Lessee shall not be required to mine, preserve, or protect in its mining operations any Subject Minerals which under good mining practices cannot be mined or shipped at a profit by the Lessee at the time encountered. Lessee shall have the right and privilege at any time, during the term of this lease and as long thereafter as it may hold an interest in minerals in, on or under adjacent or neighboring lands, to use any and all roads or workings located at anytime on or under the premises to facilitate mining ores or materials on adjacent or neighboring properties, whether or not contiguous and whether or not owned by Lessor. Lessee shall have the further right of mixing, either underground or at the surface or processing plants, any ores, solutions or other products from any other lands, provided that the mixing is accomplished only after the same have been sampled and after the weight or volume thereof has been determined or ascertained by sound engineering principles. An accurate record of the tonnage or volume, and of the analysis, of ore, concentrate or other products from each property going into such mixture shall be kept and made available to Lessor at all reasonable times, and shall be used as basis of the allocation between the properties, of production royalties to be paid therefore.
B. MAINTENANCE.
Lessee agrees to maintain all roads, camps, drill sites, and mines in a good and workmanlike manner.
C. PAYMENT FOR DAMAGES.
The Lessee shall pay an equitable compensation to the injured party or parties for actual damages caused by its operations upon the Premises, including, damage to crops, grazing values, fences, gates, reservoirs, roads, and structures, and damage sustained by reason of injury or loss of livestock.
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6. INSPECTION
Lessor or its duly appointed representative shall have the right, exercisable at all reasonable times and in a reasonable manner so as not to interfere with Lessee's operations, to go upon the Premises, or any part thereof, for the purpose of inspecting the workings thereon. Lessor shall hold Lessee harmless from all claims for damages arising out of any death, personal injury, or property damage sustained by Lessor or Lessor's agents or servants while in or upon the Premises, unless such death or injury arises as a result of negligence of the Lessee.
7. TAXES
Lessor agrees to pay all general (surface use) ad valorem taxes and assessment s assessed against the Premises and all taxes resulting from the Lessor's use thereof, if any. Lessee shall pay for that portion of such taxes which is attributable to any producing mine opened and operated on the Premises by Lessee, less the part thereof attributable to Lessor's NSR Royalty interest therein. Lessee shall pay all other lawful public taxes and assessments, whether general, specific or otherwise, assessed and levied upon or against the Premises and attributable to Lessee's operations, or upon any area and other product's thereof, or upon any property or improvements placed by lessee on the Premises. If any tax is now or hereafter levied on or measured by production, Lessor shall pay that portion of such taxes which is attributable to the NSR Royalty reserved herein. Lessee shall have the right in good faith to contest any of the above taxes, whether payable by Lessee or payable by Lessor, but shall not permit or suffer the Premises or any part thereof, or any ore mined thereon, or any improvements or personal property thereon to be sold at any time for such taxes or assessments.
8. WARRANTY
Lessor hereby warrants to the Lessee that the Lessor owns a 100% (One hundred percent) interest in the mineral rights included in the Premises.
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9. ASSIGNMENT
The estate of either party may be assigned in whole or in part. No change in the ownership of the Premises or assignment of NSR Royalties payable hereunder shall be binding upon Lessee until Lessee has been furnished with a written transfer or assignment or a certified copy thereof. If this lease is assigned as to a part or parts of the Premises and the Lessee, or assignee or assignees of any part or parts, fails or defaults in the payment of the proportionate part of the NSR Royalties due from him or them or otherwise breach any covenants contained herein, such default shall not operate to defeat or affect this lease insofar as it covers any other part of parts of the Premises. An assignment of this lease shall, to the extent of the assignment, relieve and discharge the Lessee of all obligations hereunder which have not theretofore become due.
10. MULTIPLE LESSORS
Whenever five or more parties are entitled to receive annual payments or royalties hereunder, Lessee may withhold payment thereof unless and until all such parties designate in a recordable instrument as agent empowered to receive all NSR Royalty or annual payments due hereunder and to execute division and transfer orders on behalf of said parties and their respective successors in title.
11. DEFAULT; FORCE MAJEURE; TERMINATION
If at any time Lessee is in default in the performance of the terms and conditions of this lease to be performed by it, and if, within thirty (30) days after written notice of default is given by Lessor to Lessee, Lessee has not commenced activities which will cure the default if pursued diligently, then Lessor may terminate this lease by written notice to Lessee, provided that, if the default is a failure to pay, when due, a sum of money expressly required to be paid hereunder, Lessor may terminate this lease by written notice to Lessee if such default is not cured within fifteen (15) days after the written notice of the default is given to Lessee. Lessor shall have no right to terminate this lease except as expressly provided in the foregoing provisions of this paragraph.
Lessee shall not be deemed in default, or to have ceased performance or operations hereunder, during any period in which performance or operations are prevented by any cause reasonably beyond Lessee's control, each of which causes is called "force majeure". Force majeure shall include, without limitation, fire, floods, windstorms, and other damage from the elements, legislation, public regulations or other action of government authority, litigation, acts of God and acts of the public enemy. The duration of this lease shall be extended
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for a period equal to the period of force majeure. All periods of force majeure shall be deemed to begin at the time Lessee stops performance or operations hereunder by reason of force majeure and Lessee shall notify Lessor of the beginning and ending date of each such period. Nothing herein shall limit Lessee's obligation to pay annual payments, or NSR Royalty for ore mined and sold, as provided in this lease.
Lessee shall have the right to terminate this lease at any time or times during the term hereof, as to the Subject Minerals underlying all or any one or more parts of the Premises, by delivering or mailing to Lessor written notice stating such intention to terminate and describing the parts of the Premises, if less than all, so to which the termination applies. The termination shall take effect upon the date specified in the notice, or, if no date is specified, upon the date on which the notice is given. Upon such termination, all right, title, interest and obligations of Lessee hereunder in and to the Premises specified in the notice shall terminate, except obligations which then have accrued under the express provisions of this lease and which then have not been paid or performed. If the notice specifies that this lease is thereby being terminated, as to the Subject Minerals underlying a part, and less than all, of the Premises, this lease shall continue in effect as to the Subject Minerals underlying a part, and less than all, of the Premises, this lease shall continue in effect as to the Subject Minerals underlying all parts of the Premises except the part or parts so specified. Forthwith after delivery of the notice of termination, Lessee shall execute and record, or deliver to Lessor for recording, a formal release of this lease as to the parts of the Premises described in the notice. Lessee shall have the right to remove from the Premises any machinery, fixtures, buildings, stockpiles of ore or minerals, and other property placed on the Premises by Lessee. This right may be exercised at any times during the term hereof, or within one year after expiration or termination of this lease as to the parts of the Premises on which such property is located.
12. FURTHER DOCUMENTS
At the request and expense of Lessee, Lessor shall deliver to Lessee for the purpose of copying the same, any documents, abstracts, policies, or other information relating to the Subject Minerals, the Premises or Lessee's operations hereunder, and shall execute and deliver to Lessee any instructions, agreements, documents, or other papers reasonably required by lessee to effect the purpose of this lease. Lessor at all times shall cooperate with Lessee in any reasonable way to assist Lessee in effecting the purposes of this lease.
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13. NOTICES
All notices required or permitted to be given hereunder shall be deemed properly given upon delivering the same to the party to be notified, or upon the seventh day after mailing the notice, by registered or certified mail, return receipt requested, to the party to be notified at its address set forth above, or such other address as the party to be notified may have designated prior thereto by written notice to the other. All routine reports hereunder may be delivered by ordinary United States mail, addressed to the recipient at its above address.
14. HOMESTEAD
Lessor hereby release and relinquishes any right of homestead exemption which Lessor may have in the Premised or in the Subject Minerals.
15. BINDING EFFECT
This lease shall be binding on the parties hereto, and upon their heirs, successors and assigns. This Lease shall be binding upon all who execute it, whether or not named in the body hereof as Lessor and without regard to whether this instrument or any copy thereof shall be executed by any other Lessor named above. All who execute this lease shall be Lessors the same as if named in the body hereof.
16. GOVERNING LAW; CONSENT TO JURISDICTION
This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles. Each party consents to the exclusive jurisdiction and venue of the federal and state courts sitting in Mohave County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum."
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IN WITNESS WHEREOF, this lease has been executed as of the day and year first above written.
LESSEE: LESSOR:
/s/ /s/
------------------------------------ --------------------------------------
Authorized Signatory Trustee
ASPA Gold Corp. The McIntyre / Bauman New Jersey Trust
36101 Bob Hope Dr., Suite E5-238 dated December15, 2001
Rancho Mirage, CA 92770 1445 Center St NE
Salem, OR 97301
KyBourbon
Holiday Greetings! Kitt-
Amazing how continual DD, through the FFGO(NMGL Vault) shares leads to another "trail" of confusion....I mean, "opportunity".
U read the 8-k, and SC-13D for NMGL ? Beautiful how 53MM shares can exchange for .00001 or $530 USD as a "restricted" transaction for ASPA, RENS, etc.(Lowenthal controlled). Still NO MENTION of shares related to FFGO in either filing.
Thoughts?
KyBourbon
See Post #166823 today @ 1:45... That should sum it up...
Carefully crafted and eloquently worded PR is terriffic...while it last..However SEC filings will come back to haunt!!!
With the vast array of companies to pick and choose from, my bet is the "white board" discussions with timelines included, could likely fill an entire suite of rooms on one floor!!!!
Add to the mix- Africa, Canada, UK, London, USA....It's a smorgasboard!
These are some busy fella's!
Maybe they could recruit Mr. Byrne (Overstock), he got mad skills too!!!
KyBourbon
Need to share the love in FFGO.... Here's another one worth pondering...
Any chance Ronnie, and Stevie, and the fella's have any knowledge and/or experience with the following?
Risk Arbitrage
Alternative opportunities in mergers and acquisitions
Cantor’s Risk Arbitrage and Relative Value transactions desk offers merger and acquisition investment opportunities for institutional equity clients (NMGL or St. James Capital), predominantly multi-strategy hedge funds. We leverage our expertise and expansive network of established institutional relationships to provide alternative strategies in special situations, with the goal of superior execution.
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Obvious emphasis added!!!!!!!
KyBourbon
Kitt-I owe you an apology! From your latest post- we could be looking at the same thing, only through a different pair of glasses!
To be sure, and in reply to this recent post, see the following food for thought!
This is exactly what these guys are EXPERT about! See this archive from 2005. Carefully disect ALL the Details!!
KyBourbon
SOURCE: St James Capital Holdings, Inc.
Dec 15, 2005 14:36 ET
St James Capital Holdings, Inc. - Investment in Bouse Mining Holdings plc
Company Invests in and Is Retained by Bouse Mining Holdings plc
Highlighted Links
St James Capital Web SiteNEW YORK, NY -- (MARKET WIRE) -- December 15, 2005 -- St James Capital Holdings, Inc. (OTC: SJCH) announced that it has subscribed for an initial amount of shares in Bouse Mining Holdings, a United Kingdom Holding Company which controls a significant number of shares of USA-based Windsor Resources, Inc. Common Stock.
St James invested an amount of £50,000 (US$88,000) in cash for 50,000 Ordinary Shares of £1 (US$1.66) each in Bouse Mining Holdings plc. Bouse Mining Holdings Limited and Windsor Resources, Inc. has retained St James as its paid Corporate and Structured Finance Advisor as Bouse Mining Holdings plc intends to seek an immediate admission to the Junior Stock Exchange in London, the OTC Pink Sheets Market in the USA and to implement an ADR Programme in the USA as a "Foreign Issuer." This investment by St James is as one of the founding shareholders of Bouse Mining Holdings Limited. Bouse Mining Holdings plc is now effecting a "Forward Split" of its Ordinary Shares to a 100 for one basis, giving St James 5,000,000 Ordinary Shares of 1p each in Bouse Mining Holdings plc.
Stephen Lumb, the President of the Company said that St James was delighted with St James's involvement with Bouse Mining Holdings plc, which through its Gold Mining Exploration assets provided St James with an even greater exposure to the Gold Market. St James has made another four investments in the Gold Mining Exploration Sector, the details of which will be published today.
St James Capital Holdings, Inc. ("St James") owns the UK based St James Resource Management Limited Group of Companies which operate primarily in the Structured and Corporate Finance arenas advising clients on capital raising, restructuring and admission to equity markets in the United Kingdom and in the United States. St James invests on a short term basis in these companies as well as providing short term capital prior to their flotation on the UK and USA equity markets. St James places lines of stock in these client companies for cash, post their admission to the UK and the USA equity markets and provides PIPE Financing. St James also holds a portfolio of development Real Estate in the United States as well as a very significant portfolio of quoted equities which are accounted for as Trading Stock.
St James has a net asset value in excess of US$600 million and posted earnings in excess of US$4 million in the last financial year. St James now has in excess of 100 clients which are in the process of seeking admission to the UK and the USA equity markets at this time; as well as a large number of existing clients whose stocks and financial instruments are quoted on the OTC BB Market and on the OTC Pink Sheets Market.
St James Capital Holdings, Inc. creates American Depositary Receipt ("ADR") programmes for each of its clients which allows for arbitrage opportunities and creates a smaller "float" for each of these companies. St James provides clients with introductions to highly skilled and aggressive Investor Relations companies to create significant stock awareness and stock liquidity. St James arranges PIPE Financings for its clients through its own resources and through third parties.
St James is now planning a move into the Banking and Trust Company Sectors to provide additional services to its clients to exploit numerous synergies with companies in which it holds an interest and with certain strategic partners.
Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties beyond the Company's control, including but not limited to economic, competitive and other factors affecting the Company's operations, management team effectiveness, expansion strategies, available financing, market prices and recovery costs, government regulations involving the Company, facts and events not known at the time of this release, and other factors discussed in the Company's filings with the Securities and Exchange Commission. These statements are not guarantees of future performance and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update publicly any forward-looking statements.
For further information contact:
St James Capital Holdings, Inc.:
investor@stjcapital.com Back
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I for one would like to know where "all" these trades are "settled"!
I am sick of this stock! I re-newed my GTC sell(FFGO) @ .0001 x 15MM Shares today, however, at the rate of "other" sellers ahead of me, and the volume of shares traded each day, divided by the A/S still on the books, PLEASE tell me.....WHERE are all the BUYERS?
"IF" the .3400 dividend is in fact "true", then where are the "buyers" the likes of Warren Buffett and Charlie Munger, or others like them?
Years ago, my "ex" wanted some "pocket money" so she enlisted my business knowledge and experience to start a little company called The Pampered Chef.
As a skeptic to anything MLM, I devoted hours of DD only to find an honest company with over 70,000 consultants world wide doing some Billion plus in annual revenue, with ZERO DEBT!!!!!!! Strong balance sheet....A Fort Knox vault FULL of CASH!!!! AND PRIVATELY HELD ZERO Stock traded on any exchange!!!!!
Evidently, Mr. Buffett and the Berkshire Hathaway team discovered this little gem on the radar!!!! He flew the founder and her husband out to Omaha, had a nice steak dinner.....and wrote a check for close to half a billion dollars!!!!!! HE PAID CASH.....The Check has Cleared!!!!
MY point...."if" this FFGO GEM was truely valuable (to someone other than Lowenthal, Lumb, NMGL, St.James Capital, etc..etc..etc..
A REAL buyer...with real cash...would write a check for the whole lot of shares and control the entire dividend of .3400... The market cap here is a joke, compared to other industry players....And the balance sheet-where is it? Anyone seen a P & L lately, or is everyone still rolling smoke off the calculator multiplying the .0001 x shares x .3400... SO far EVERYTHING I see are only CLAIMS.....
Anyone who wants my 15mm shares at .0001 can gladely buy them. Oh, wait...we have to get in line....Don't want to cut in front of anyone!
KyBourbon
With all due respect, I too am in for the LONG play, however the continued short manipulation, and lack of desire to bring the overdue reporting up to date continues to concern me.
Here is why: In accordance to some extremely talented "short players" vast amounts of wealth have been accumulated bhy the shorts, all the while the "share holders" end up holding the bag.
Case in point- I reported on this a week a go, is once esteemed "blue chip" General Motors... As the "shorts" made fortunes watching this baby break up like a failed space shuttle launch, the good old USA-gov protected itself (nice move) and as the BK became obvious, the OLD GM casually faded into oblivion.....while the NEW GM gets new stock listing...New IPO...and record sales interest.....
What did the previous "shareholders" get...NOT EVEN AN IOU!!!!!
Even w/ pending mountainous litigation (apx 64000 actions filed) the "old" GM goes into the dressing room, puts on a pretty new suit, and heads back to the ivory tower!!!!!!
Does any of this seem remotely familiar?????? GWGO/HGLC/FFGO/NMGL.....
There are a select FEW who will dine at this NMGL table, for the rest (FFGO shareholders)....Call a lawyer (waste more good money) and/or write it off once it goes Grey Market and becomes de-listed....
By the way, the shorts already realize once this baby goes Bye Bye...they have ZERO shares to cover...When a company goes BK...Common & Preferred's get SCREWED....
The shorts, start the process all over again...There are THOUSANDS of opportunities available given the OTCBB/NASDQ/NYSE/ listings...
Perhaps the wall street manipulators will be celebrating a different type of Thanksgiving this week!
KyBourbon
Take from April 2004 press release...The day before another shareholder meeting...see excerpt to follow:
At a five-year mine life, an ounce, there is approximately $59 million worth of precious metals assuming a conservative cost of gold at $325 to recover from the Mineral Ridge mine, the Company's filing said. Golden Phoenix estimates that $36 million would be spent in operational costs, and $6 million in capital costs, to recover the gold and silver. The price of gold has risen from $278 an ounce in 2002 to $425 in early 2004.
"We have transformed the Company from a development-stage firm to one that operates its own mines," said Michael Fitzsimonds, President and CEO of Golden Phoenix Minerals. "We made great strides in 2003 and are continuing this forward momentum in 2004 to control a balanced mix of gold, silver, copper,molybdenum and other key metals that the world today demands."
To bring the press release from yesterday on board now re: production @ Mineral Ridge, etc.......
YeeeeeeeeeHaaaaaaaaaa!!!!!!!!!! I feel like I'm racin' West with a pan in my hand!!!!!!
KyBourbon
I respect that. I was merely commenting on the earlier post(s) from all here on this board, including myself. Trying to get a read on the MM, and other shareholder sentiment.
Hopefully, like many of us who own FFGO (I have 15MM shares) getting ANY dollar amount would be welcome news. My sell order for over 40 days for ALL my shares @ .0001 has yet to be recognized. I've even broken the sell order down in lots of 500,000 to 1MM shares. Just sits there.
As a likely Grey Market trade now, it would be nice to see the MM get cought with hands in the cookie jar!
I doubt you are alone with that large of an exposure to this equity.
Best of luck.
KyBourbon
10,375 shares (BUY) just traded @ 12:18 EST and 4225 (BUY)after that per Scottrade L2. Total of $1.46 worth @ .0001
Careful now...Let's not over do it!
Mike2211, according to your post(s) you maintain 140MM shares in FFGO, which obviously represents a rather handsome investment/exposure @ $14k w/ .0001 share price.
I'm curious to know a few things if your willing:
A) Did you acquire your full position at once, or in group blocks.
-What is the average share price you paid per share?
B) Do you have any active SELL orders for shares?
- How many shares, price, how long have you had it open to sell?
C) "If" a willing, and capable buyer bought your whole position for the .0001 share price, would you get out completely-regardless of potential dividend?
Appreciate if you don't mind sharing. According to my overview for several days...ALL orders have been for BUY, however ZERO have been sell orders..
Please feel free to correct where I may have quoted incorrectly (Buy/Sell) orders of recent activity (last month).
Regards,
KyBourbon
Apparently so does another investor. L2 Scottrade shows another 778,583 shares bought @ .0001 15:47:49 EST- Total volume today so far 10,778,584 shares ALL Buys...
"Heads" or "Tails"...That really appears to be the challenge..
KyBourbon
Depends on who "we" can believe. 10MM+1 shares today is "suspicious" at best.
Just for fun, after I called my broker today, I modified my order again (4th time), then after about an hour, I just hit "cancel" on my order to sell.....After all, I have been in a holding pattern to sell since the start of October....
Know what....maybe the Buck-A-Share club has all the MM trying to figure out what the heck to do? Even having this baby go "grey market", sooner or later...someone's gonna have to pay the piper!!!!! And Every trade listed has to be given consideration at some point.No matter who believes it to be impossible or not!
KyBourbon
Someone else joined the party! @15:04:33 EST another 1,000,000 share were purchased @ .0001 per L2 Scottrade.
Better open another bottle! Want to be sure there is enough to go around!!!
Aaaaaahhhhh!!! The Good Life!
KyBourbon
Ad praesens ova cras pullis sunt meliora - Eggs today are better than chickens tomorrow a/k/a (a bird in the hand is worth two in the bush)
FFGO was/is suspended for failure to file documentation. Allegations have been asserted by many that "lies" are ALL Lumb & Co. have issued and/are capable of.
Ad captandum vulgus
One must study all details (DD) to ensure a complete understanding of what "is" said, and what "is not said". To include that which is written, declared, asserted, proclaimed, etc...
Again I say, caveat emptor!
Yes. I merely left off the "1" lonesome share. But yes, volume and shares traded (ALL BUY Orders @ .0001) show 9,000,001 to be specific.
KyBourbon
@ 12:59 EST-5,000,000 buy...Then @ 1:03 EST-4,000,000 another buy..
Per L2 Scottrade.
KyBourbon
Apparently 9,000,000 more shares believe so, according to L2 for Scotttrade. Or, those shares might have been on some MM books?
Food for thought!
The only "sure thing" here (FFGO) is the law(s), respectively at work.
In the event one needs another example, see MTLQQ (Motors Liquidation Company f/k/a General Motors Corp). Talk about proper DD (Due Diligence) from an investment standpoint! Current (soon to be former shareholders of GM common stock) appear to be in a similar chess match w/ the New GM....To be sure due a little research.
As a business professional, entrepreneur, and equity investor, what continues to amaze me is the level of "frustration" associated with this stock..
Having invested countless hours of research in the company (FFGO), the industry (Mining/Minerals/Energy), the officers(management){Lumb, Lowenthal, Etc.}, the SEC filings (8-k,10-k, etc.), FINRA regulations, OTCBB, statutes, regulations, compliance, etc. etc, etc.. and cross-research (NMGL), etc., etc., etc., one thing remains constant...
The layers of law(s) associated to all things mentioned above, inter-weave themselve to make it cost-prohibitive, for most, to make an "informed and intelligent" decision to invest a mere $100-$1500 in FFGO..
This is not a "life changing" investment for most here. (e.g. we did not leverage our whole 401-k, and or portfolio). Rather, we palced a small "bet" if you will on a 99-1 shot!
As for me, I still have my order to sell (GTD) set for 2011...However, i did modify it slightly...My price is now .10 per share x 15MM...
"If" all the legal, and/or potential legal procedures, NMGL proposals for execution of A & B shares, divy's to FFGO shareholders, etc., comes to pass, MANY here will experience a "life change"..
Not a bad outcome for those who remain "patient" and continue to "persevere".
GLTA
KyBourbon
I'm not real smart. Is dormant like de-rail? I sure hope not :(
LOL...One things for sure. Anyone "asleep" for this train ride need not be awaken.....When the train de-rails, it will be too late...
WhooooooWhooooooo Chug-a-chug-a-chug-a-chug-a...
Go FFGO!!!!!!!!!!!!!!
KyBourbon
There is wisdom in physical inventory... Not just are Asians buying up physical silver (not to mention gold), but so are and have been a while...India!
There is no accident why the OIL (commodity) was and is protected by US interest in it by our military. (ask a veteran.had coffee w/ several yesterday!)
I'm not saying Obama and cronies will invade India and/or China..No, That's plain suicide....
BUT....what will and is taking place is lots and lots of meetings, press, meetings, press, etc..etc...etc...
When the Asian's and Indian's start to DUMP the worthless paper currency in the USD...after having protected themselves by HOARDING "physical" Silver & Gold for days, weeks, months, years, decades, our wonderful government may be forced to OUTLAW US Citizens from holding ANY physical inventory.......Is History about to repeat itself? Could it be that we should have learned our lesson in the past!!!
ANYONE, who is only buying $100-$1000 worth of penny minors @ .0001, and NOT buying ANY PHYSICAL SILVER and/or GOLD...... Needs to re-think the game plan...I have been buying 100oz bricks from 7-8 years ago...Don't believe I will EVER have a problem liquidating any part of my physical inventory....
FFGO (more worthless paper like the USD) won't begin to spark the candle that Asia and India can burn.......
As some here say, Tic Toc.......BOOM!!!!!!!!
KyBourbon
"If" I owned the Land Lease(s) for Bousse & S. Copperstone mines, I might be singing...."We're in the money!!!!"
However, what I own is 15MM shares of FFGO.....Hence, the "ol Blue Eyes" song is more fitting...
See UTube-"Pennies from Heaven"
At this point, I've had to modify my GTC (Good To Cancel) order to prevent it from expiring after sitting for close to 30 days!!!!
I now have a GTD (Good to Date) for close of the month January 2011...
Still have order set at .0001...
At this point, I will gladly take my pennies back from "heaven", With a Prayer I'm sure.. But for those long, long's, and buck a share club folks...cheers to ya! and hat's off, "if" you end up "In the Money!"
KyBourbon
Kitt, I must agree...As I have stated in previous post here, the Shareholders (E.G. You, Me, etc..etc...) have only ONE recourse, in my opinion.
In accordance with the continued voulme (today actually exceeded 10MM) of FFGO shares trading w/bid .0000 and ask .0001, perhaps the logical thing to do, and one I know MM's and Lumb & Co are NOT expecting, is to file a Criminal Complaint through FINRA as a "Class Action."
In my experience, the legal process by itself, can create enough media exposure to force some type of ACTION!!!! At this point, everyone w/ FFGO exposure needs action... For roughly the cost of 15MM shares each, a group of "alleged" shareholders could bring an action for about $1300 USD +/- regarding an actual investigation into what is behind "curtain number 2", as Monty Hall use to say!
I for one, would toss another $100 bucks at this thing to see how far the corrucption and exposure reach...I know it does not stop w/ Lumb & MM's....
I'm headed out for a Breeder's Cup Party, maybe I'll be introduced to someone with the *%lls to file the suit, and I'll pick up the tab....
Who Knows!!!! GLTA
Food for thought!!!
KyBourbon
Can the USD really continue to erode? If the "printing press" stays cranked up to max.... IMO, we had an important week from an information stand-point, and policy standpoint..The mid-term elections are shaking things up a bit, the "sellers" on run-up mining trades are taking some profits..the Jobs report, etc, etc...
However, "cheap" money will only continue the upside "long" of Junior/Senior mining companies...With increase demand of INDIA & CHINA in HARD assets, at some point the USD will be an IOU, no one wants...
The "powers that be" have to keep proping up the USD to keep it from evaporating into thin air...BTW, I would much rather carry around a 1oz. So African Kruggerand, instead of 13 x 100 bills....May not be as easy to exchange, but..I can leverage the 1oz. Au, not so sure for how long on the 13 x 100 bills.
Just my opinion..
KyBourbon
New to this board, but see GSPN (Goldspan) board.
After quite a bit of DD on GSPN, I find it interesting that finance.yahoo.com shows GSPN quote today w/ an "e" suffix-(failure to file FLAG!) AND....GSPN also shows w/ an "f" suffix (Frankfurt exchange) with the name Comstock (LODE) next to the GSPN.F..
In any event, nothing like continued DD..
BTW Chairman of Board for Comstock (Nance) also affiliated with one or more of the subsidiaries of Intergroup-major holder of this stock..(see SC13d filings, etc..)
Just wanted to point out the above information, for what it's worth.
GLTA
KyBourbon
This trade is "watch" in my portfolio, so I peek at it from time to time..
The "e" suffix apperance on this GSPN is as curious as the "similar looking", GSPN.F (Comstock Mining) a/k/a LODE listed on the Frankfort Exchange, and found on finance.yahoo.com.
Anyway, my radar just went off, and it's time for some more DD..
Funny thing is, unless one approaches a "penny play" as a lotto, there is as much DD necessary to protect the investment as there would be on a non penny trade like GG, or CDE..
Just my opinion, but something certainly going on..
KyBourbon